cbdMD Files S-1/A for Resale of 1.7M Shares, Cites Regulatory Headwinds

TL;DR

**YCBD is navigating a tricky path of capital structure cleanup and new brand launches, but federal regulatory threats loom large, making this resale a potential overhang.**

AI Summary

cbdMD, Inc. (YCBD) filed an S-1/A on December 22, 2025, for the potential resale of up to 1,700,000 shares of common stock by selling shareholders. These shares are issuable upon conversion of Series B Convertible Preferred Stock, which was sold on September 29, 2025, for aggregate gross proceeds of $1,700,000. The company will not receive any proceeds from these specific sales. During fiscal 2025, cbdMD reduced its GAAP operating loss from $3.3 million in fiscal 2024 to $2.1 million, while maintaining its revenue base. The company also successfully converted its Series A Convertible Preferred Stock, representing approximately 91% of outstanding common stock, to regain NYSE American compliance. Recent developments include the launch and growth of the Oasis hemp-derived THC beverage brand, which is now available in states like Texas, Alabama, and Florida, despite being an initial P&L earnings drag. The company also secured an ELOC Agreement for up to $20 million in common stock and issued 1,000,000 shares of Series C Convertible Preferred Stock for $2,250,000 on December 18, 2025, to institutional investors. Federal regulatory action in November 2025 poses a significant threat to the industry and cbdMD's revenue bases.

Why It Matters

This S-1/A filing signals potential dilution for existing YCBD shareholders as up to 1,700,000 shares of common stock become eligible for resale by selling shareholders, with no proceeds going to the company. For investors, the successful conversion of Series A Preferred Stock and regaining NYSE American compliance is a positive step, but the significant federal regulatory threat in November 2025 to the hemp industry could severely impact cbdMD's revenue and competitive position against larger, more diversified players. The company's strategic focus on cost control and new brands like Oasis, while showing some revenue momentum, faces an uphill battle against a challenging regulatory landscape and the need to scale new ventures.

Risk Assessment

Risk Level: high — The filing explicitly states, "federal action in November 2025 poses a significant threat to the industry and our revenue bases," indicating a major external risk. Additionally, the offering involves the resale of up to 1,700,000 shares by selling shareholders, which could lead to significant dilution for existing shareholders, especially given the common stock outstanding immediately prior to this offering was 8,959,410 shares, representing a potential 18.9% increase.

Analyst Insight

Investors should exercise extreme caution and thoroughly evaluate the impact of potential dilution from the 1,700,000 shares being registered for resale, as the company receives no proceeds. Monitor closely for updates on the federal regulatory landscape impacting the hemp industry, as this is a critical determinant of YCBD's future revenue and profitability.

Key Numbers

• 1,700,000 — Shares of common stock for resale (Issuable upon conversion of Series B Preferred Stock by Selling Shareholders)
• $1.7M — Proceeds from Series B Preferred Stock (Used for working capital and general corporate purposes)
• $2.1M — GAAP operating loss in fiscal 2025 (Reduced from $3.3 million in fiscal 2024)
• 91% — Percentage of common stock from Series A conversion (Secured sufficient votes to convert Series A Convertible Preferred and accrued dividends)
• $1.93 — Common stock price (Last reported sales price on NYSE American on December 18, 2025)
• 8,959,410 — Common stock outstanding (Immediately prior to this offering as of December 19, 2025)
• $2.25M — Proceeds from Series C Preferred Stock (Issued to two institutional investors on December 18, 2025)
• $200,000 — Identified corporate overhead savings (To be implemented in early fiscal 2026)

Key Players & Entities

• cbdMD, Inc. (company) — Registrant and issuer of securities
• YCBD (company) — Ticker symbol on NYSE American
• T. Ronan Kennedy (person) — Chief Executive Officer and Chief Financial Officer
• NYSE American (regulator) — Stock exchange where common stock is listed
• Securities and Exchange Commission (regulator) — Regulatory body for filing
• Oasis (company) — cbdMD's hemp-derived THC-infused social seltzer brand
• $1.93 (dollar_amount) — Last reported sales price of common stock on December 18, 2025
• $1,700,000 (dollar_amount) — Aggregate gross proceeds from Series B Preferred Stock sale
• $2,250,000 (dollar_amount) — Aggregate gross proceeds from Series C Preferred Stock sale
• $20 million (dollar_amount) — Maximum amount of common stock under ELOC Agreement

FAQ

Risk Factors

• Federal Regulatory Action Threat [high — regulatory]: Recent federal regulatory action in November 2025 poses a significant threat to the industry and cbdMD's revenue bases. The specific nature of this action is not detailed but implies potential disruption to the company's product lines and market access.
• NYSE American Delisting Risk [medium — financial]: The company is subject to NYSE American continued listing standards, including minimum share prices, financial targets, and shareholder equity. Failure to meet these criteria could result in delisting, leading to reduced liquidity, decreased analyst coverage, and difficulty in obtaining future financing.
• Oasis Brand P&L Drag [medium — operational]: The launch and growth of the Oasis hemp-derived THC beverage brand, while expanding market presence into states like Texas, Alabama, and Florida, is currently an initial P&L earnings drag. This indicates short-term profitability challenges associated with new product initiatives.

Industry Context

The hemp-derived cannabinoid industry faces significant regulatory uncertainty, as highlighted by recent federal actions. Companies are navigating evolving state-level regulations for products like THC beverages, with brands like cbdMD's Oasis expanding into new markets. Competition exists across various product categories, from CBD to THC beverages, with varying degrees of profitability and market acceptance.

Regulatory Implications

Federal regulatory actions in November 2025 represent a significant threat, potentially impacting the legality and market access for cbdMD's products. The company's reliance on evolving state regulations for its THC beverage line also introduces ongoing compliance risks and market fragmentation.

What Investors Should Do

1. Monitor Federal Regulatory Developments
2. Assess NYSE American Listing Status
3. Evaluate Oasis Brand Profitability Trajectory
4. Analyze Capital Structure and Dilution

Key Dates

• 2025-12-22: S-1/A Filing — Filed for the potential resale of up to 1,700,000 shares by selling shareholders, issuable upon conversion of Series B Preferred Stock.
• 2025-12-19: Form 10-K Filing — Filed the Annual Report for the year ended September 30, 2025, which includes risk factors incorporated by reference into the S-1/A.
• 2025-12-18: Series C Convertible Preferred Stock Issuance — Issued 1,000,000 shares for $2,250,000 to institutional investors, providing capital.
• 2025-11-01: Federal Regulatory Action — Significant federal regulatory action impacting the industry and potentially cbdMD's revenue bases.
• 2025-09-29: Series B Convertible Preferred Stock Sale — Sold for aggregate gross proceeds of $1,700,000, leading to the current resale registration.

Glossary

S-1/A

An amendment to a registration statement filed with the SEC, typically used to update or correct information previously filed. (This filing pertains to the potential resale of shares by existing shareholders, not a primary offering by the company.)

Selling Shareholders

Existing shareholders who are registering their shares for resale to the public. (These are the parties offering the 1,700,000 shares in this filing; the company receives no proceeds from their sales.)

Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of common stock shares. (Series B and Series C preferred stock were issued and are relevant to the current share structure and potential dilution.)

GAAP Operating Loss

The loss incurred from a company's core business operations as determined by Generally Accepted Accounting Principles. (Indicates the company's operational profitability, which improved from $3.3 million in fiscal 2024 to $2.1 million in fiscal 2025.)

ELOC Agreement

Equity Line of Credit Agreement, allowing a company to sell shares to an investor over time at prevailing market prices. (The company secured an ELOC for up to $20 million, providing a potential source of future equity financing.)

Year-Over-Year Comparison

The S-1/A filing indicates a shift in focus towards enabling existing shareholders to liquidate positions, rather than the company raising primary capital. While the company reduced its GAAP operating loss from $3.3 million in fiscal 2024 to $2.1 million in fiscal 2025 and maintained revenue, new risks have emerged, including significant federal regulatory action and the ongoing P&L drag from the new Oasis brand. The successful conversion of Series A preferred stock to regain NYSE American compliance is a positive operational step, but the overall sentiment remains mixed due to external threats and the nature of this resale prospectus.

Key Financial Figures

• $1.93 — r common stock on the NYSE American was $1.93 per share. The Selling Shareholders an
• $3.3 million — o reduce our GAAP operating loss from a $3.3 million loss during fiscal 2024 to $2.1 million
• $2.1 million — $3.3 million loss during fiscal 2024 to $2.1 million during fiscal 2025. We accomplished thi
• $200,000 — In addition, we have identified nearly $200,000 in corporate overhead savings that will
• $20 million — LOC Purchaser agreed to purchase, up to $20 million of the Company's common stock, subject
• $2,250,000 — Stock") for aggregate gross proceeds of $2,250,000. The Company and the Series C Purchaser
• $1,700,000 — e for aggregate gross proceeds totaling $1,700,000. The Company has used and/or intends to
• $1.00 — ies B Preferred Stock is convertible at $1.00 per share, subject to adjustment as pro
• $0.50 — ation, with a floor conversion price of $0.50 per share. Additionally, on September
• $2.25 — Series C Convertible Preferred Stock at $2.25 per share; a total of 19,716 shares of
• $991.71 — th a weighted average exercise price of $991.71 per share; and a total of 5,901 shares
• $208.75 — th a weighted average exercise price of $208.75 per share. Unless otherwise indicated,

Filing Documents

• ycbd20251216_s1a.htm (S-1/A) — 435KB
• ex_901507.htm (EX-23.1) — 3KB
• smlogo.jpg (GRAPHIC) — 3KB
• 0001437749-25-038483.txt ( ) — 630KB
• ycbd-20250930.xsd (EX-101.SCH) — 5KB
• ycbd-20250930_def.xml (EX-101.DEF) — 12KB
• ycbd-20250930_lab.xml (EX-101.LAB) — 25KB
• ycbd-20250930_pre.xml (EX-101.PRE) — 12KB
• ycbd20251216_s1a_htm.xml (XML) — 3KB

Risk Factors

Risk Factors 6 The Private Placement 7

Use of Proceeds

Use of Proceeds 9 Market Information 9 The Selling Shareholders 9 Plan of Distribution 11

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 12

Description of Capital Stock

Description of Capital Stock 12

Legal Proceedings

Legal Proceedings 15 Directors, Executive Officers and Corporate Governance 15

Executive Compensation

Executive Compensation 15

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 15 Certain Relationships and Related Transactions and Director Independence 15 Legal Matters 15 Experts 15 Where You Can Find Additional Information 15 Incorporation of Certain Information by Reference 16 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the SEC pursuant to which the Selling Shareholders named herein may, from time to time, offer and sell or otherwise dispose of the securities covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or securities are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the Information Incorporated by Reference herein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the captions "Where You Can Find More Information" and "Incorporation of Certain Information by Reference" in this prospectus. Neither we nor the Selling Shareholders have authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our securities other than the securities covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of

Use of proceeds

Use of proceeds The Selling Shareholders will receive all of the proceeds from the sale of the Shares offered for sale by it under this prospectus. See "Use of Proceeds" on page 9 for more information. Stock Symbol YCBD Transfer Agent and Registrar VStock Transfer, LLC The following summary contains basic information about this offering. The summary is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus. 5 Outstanding Shares The number of shares of our common stock to be outstanding after this offering assumes 8,959,410 shares of our common stock outstanding as of December 19, 2025, and excludes: a total of 1,700,000 shares of common stock issuable upon the conversion of Series B Preferred Stock at $1.00 per share; a total of 1,000,000 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock at $2.25 per share; a total of 19,716 shares of common stock issuable upon vesting of unvested restricted stock awards and 445,000 shares of unvested restricted common stock granted under the Company's 2025 Equity Incentive Plan which is subject to shareholder approval; a total of 5,517 shares of common stock issuable upon the exercise of outstanding stock options with a weighted average exercise price of $991.71 per share; and a total of 5,901 shares of common stock issuable upon the exercise of outstanding warrants with a weighted average exercise price of $208.75 per share. Unless otherwise indicated, all information in this prospectus assumes no exercise or settlement of outstanding options or warrants.

RISK FACTORS

RISK FACTORS Investing in our securities involves risks. Before purchasing the securities offered by this prospectus you should carefully read the risk factors incorporated by reference in this prospectus from our Annual Report on Form 10-K for the year ended September 30, 2025 filed with the SEC on December 19, 2025, as well as the risks, uncertainties and additional information set forth in the other documents incorporated by reference in this prospectus that we file with the SEC after the date of this prospectus and which are deemed incorporated by reference in this prospectus, and the information contained in any applicable prospectus supplement. For a description of these reports and documents, and information about where you can find them, see "Incorporation of Certain Information by Reference." The risks and uncertainties we discuss in this prospectus and in the documents incorporated by reference in this prospectus are those that we currently believe may materially affect our company. Additional risks not presently known, or currently deemed immaterial, also could materially and adversely affect our financial condition, results of operations, business and prospects. We are subject to the continued listing standards of the NYSE American and our failure to satisfy these criteria may result in de-listing of our securities. Our common stock is listed on the NYSE American. In order to maintain these listings, we must maintain certain share prices, financial and share distribution targets, including maintaining a minimum amount of shareholders' equity and a minimum number of public shareholders. In addition to these objective standards, the NYSE American may delist the securities of any issuer (i) if, in its opinion, the issuer's financial condition and/or operating results appear unsatisfactory; (ii) if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYS

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