cbdMD, Inc. Files S-1 Registration Statement

TL;DR

<b>cbdMD, Inc. has filed an S-1 registration statement, indicating its status as a smaller reporting company and non-accelerated filer.</b>

AI Summary

cbdMD, Inc. (YCBD) filed a IPO Registration (S-1) with the SEC on February 16, 2024. cbdMD, Inc. has filed an S-1 registration statement with the SEC. The filing indicates the company is a smaller reporting company and a non-accelerated filer. The company was formerly known as Level Brands, Inc. and LEVEL BEAUTY GROUP, INC. The principal executive offices are located at 8845 Red Oak Blvd., Charlotte, NC 28217. The filing is for registration under the Securities Act of 1933.

Why It Matters

For investors and stakeholders tracking cbdMD, Inc., this filing contains several important signals. This S-1 filing is a prerequisite for a public offering of securities, signaling potential future capital raising activities or stock market events for cbdMD, Inc. The classification as a 'smaller reporting company' and 'non-accelerated filer' provides insight into the company's size and reporting obligations, which can influence investor perception and regulatory scrutiny.

Risk Assessment

Risk Level: low — cbdMD, Inc. shows low risk based on this filing. The filing is a standard S-1 registration statement, which is a procedural step for public companies and does not inherently contain new financial performance data or significant business changes that would indicate high risk.

Analyst Insight

Monitor future filings for details on the proposed offering, including the number of shares, price range, and use of proceeds, to assess the impact on the company's capital structure and growth strategy.

Key Numbers

• 2024-02-16 — Filing Date (Date the S-1 filing was made)
• 333-277124 — SEC File Number (SEC file number associated with the registration)
• 473414576 — IRS Number (IRS Employer Identification Number)
• 28217 — ZIP Code (Business and Mail Address ZIP Code)
• 704-445-3060 — Business Phone (Registrant's business phone number)

Key Players & Entities

• cbdMD, Inc. (company) — Registrant
• Securities and Exchange Commission (regulator) — SEC
• T. Ronan Kennedy (person) — Chief Financial Officer
• Level Brands, Inc. (company) — Former company name
• LEVEL BEAUTY GROUP, INC. (company) — Former company name
• Brian Pearlman (person) — Legal counsel
• Brian S. Bernstein (person) — Legal counsel
• Nason Yeager Gerson Harris & Fumero P.A. (company) — Legal counsel

FAQ

Risk Factors

• Regulatory Compliance [medium — regulatory]: The company must comply with various regulations related to the sale and marketing of its products, which can be complex and subject to change.
• Market Competition [medium — market]: The market for CBD products is highly competitive, with numerous players and evolving consumer preferences.
• Financial Performance [medium — financial]: The company's ability to achieve profitability and manage its financial resources is critical for its ongoing operations and growth.

Key Dates

• 2024-02-16: S-1 Filing — Registration statement filed with the SEC.

Glossary

S-1 Filing

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies planning to offer securities to the public. (Indicates the company is preparing for a public offering or has ongoing registration requirements.)

Smaller Reporting Company

A company that meets certain criteria regarding public float and annual revenues, allowing for scaled disclosure requirements. (Suggests the company is not a large, established entity and may have fewer reporting obligations.)

Key Financial Figures

• $0.64 — e common stock on the NYSE American was $0.64 per share. The Selling Shareholders an
• $1,250,000 — rs advanced the Company an aggregate of $1,250,000 of gross proceeds and the Company issue
• $1,541,666 — e, in the aggregate principal amount of $1,541,666 (the "Notes"). The Company has used and
• $0.684 — ption at an initial conversion price of $0.684 per share (the "Conversion Price"), sub
• $0.30 — e. The Conversion Price is subject to a $0.30 floor price (the "Floor Price"). "Marke
• $149.97 — th a weighted average exercise price of $149.97 per share; a total of 50,309 shares of
• $37.75 — th a weighted average exercise price of $37.75 per share; and A to

Filing Documents

• ycbd20240212_s1.htm (S-1) — 355KB
• ex_627368.htm (EX-5.1) — 10KB
• ex_627430.htm (EX-21.1) — 2KB
• ex_627385.htm (EX-23.1) — 3KB
• ex_626953.htm (EX-FILING FEES) — 34KB
• a01.jpg (GRAPHIC) — 9KB
• cbdmdproducts.jpg (GRAPHIC) — 8KB
• pawproducts.jpg (GRAPHIC) — 8KB
• pic1.jpg (GRAPHIC) — 7KB
• 0001437749-24-004416.txt (&nbsp;) — 636KB
• ycbd-20240215.xsd (EX-101.SCH) — 3KB
• ycbd-20240215_def.xml (EX-101.DEF) — 9KB
• ycbd-20240215_lab.xml (EX-101.LAB) — 11KB
• ycbd-20240215_pre.xml (EX-101.PRE) — 8KB
• ycbd20240212_s1_htm.xml (XML) — 2KB

Use of Proceeds

Use of Proceeds 4 The Purchase Agreements 5 Selling Shareholders 6 Plan of Distribution 8

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 10

Business

Business 10 Description of our Capital Stock 10

Legal Proceedings

Legal Proceedings 12 Directors, Executive Officers and Corporate Governance 13

Executive Compensation

Executive Compensation 13

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

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 13 Certain Relationships and Related Transactions and Director Independence 13 Legal Matters 13 Experts 13 Where You Can Find More Information 13 Incorporation of Certain Information by Reference 14 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 an o

Risk factors

Risk factors Investing in our securities involves a high degree of risk. As an investor you should be prepared to lose your entire investment See "Risk Factors" beginning on page 4. (1) The number of shares of common stock to be outstanding prior to and after this offering excludes: a total of 185,223 shares of common stock issuable upon the conversion of Series A Convertible Preferred Stock; a total of 668 shares of common stock issuable upon vesting of unvested restricted stock awards; a total of 40,098 shares of common stock issuable upon the exercise of outstanding stock options with a weighted average exercise price of $149.97 per share; a total of 50,309 shares of common stock issuable upon the exercise of outstanding warrants with a weighted average exercise price of $37.75 per share; and A to

View Full Filing

View this S-1 filing on SEC EDGAR