Completion of Acquisition or Disposition of Assets. As previously reported in the Current Report on Form 8-K filed by cbdMD, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”), on September 2, 2026, the Company entered into an Asset Purchase Agreement (the “APA”) dated September 1, 2026 by and among the Company, To Be Brands, LLC, a North Carolina limited liability company and wholly owned subsidiary of the Company (the “Acquisition Sub”), Twinlab Consolidated Holdin…

below (the “Assumed Debt”), with the balance of the Assignors’ obligations to the Secured Creditor forgiven; (b) the issuance to the Secured Creditor of 2,229,805 shares of the Company’s common stock, par value $0.001 per share, valued at $1.00 per share, which equaled 19.9% of the outstanding shares of the Company’s common stock as of the execution date of the APA (the “Common Stock Consideration”); (c) the Additional Target Percentage Shares (as defined below); and (d) the assumption of the…

On the Closing Date, the Company issued the Common Stock Consideration to the Secured Creditor in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, based in part on the representations of the Secured Creditor that it is an “accredited investor” as defined in Rule 501(a) of Regulation D. The shares of common stock comprising the Common Stock Consideration have not…

Entry into a Material Definitive Agreement. On September 1, 2026, cbdMD, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and among the Company, To Be Brands, LLC, a North Carolina limited liability company and wholly owned subsidiary of the Company, Twinlab Consolidated Holdings, Inc., a Nevada corporation (“Twinlab”), the wholly owned direct and indirect subsidiaries of Twinlab set forth in the Asset Purchase Agreement (the “Assignors”), Phil…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in “

Entry into a Material Definitive Agreement. Effective May 20, 2026, cbdMD, Inc. (the “Company”) entered into a Third Amendment to Lease (the “Amendment”) to extend the Warehouse Lease entered into on August 27, 2019, as amended (the “Lease”), located at 2101 Westinghouse Boulevard, Suite A, Charlotte, North Carolina 28273. The facility also serves as the Company’s executive offices. The Amendment extends the term of the Lease for a period of 62 months beginning on October 1, 2026, with a new…

The filing primarily discusses the approval of a new equity compensation plan and an executive employment agreement, which are not management changes.

Unregistered Sales of Equity Securities. To the extent required by Item 3.02, the information contained in

Entry Into a Material Definitive Agreement. On January 12, 2026 (the “Closing”), cbdMD, Inc., a North Carolina corporation (the “Company”) and Gaia Botanicals, LLC, a Colorado limited liability company (“Gaia”) and Gaia’s wholly owned subsidiaries entered into an Asset Purchase Agreement (the “Agreement”). Under the Agreement, the Company acquired substantially all of Gaia’s assets, including Gaia’s brand name, online CBD marketplace, https://www.bluebirdbotanicals.com/ , related trademarks,…

The filing describes the approval of a new equity compensation plan.

of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of cbdMD, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Entry into a Material Definitive Agreement. Effective September 30, 2025, cbdMD, Inc. (the “Company”) entered into Securities Purchase Agreements dated September 29, 2025 (“Purchase Agreements”) with four institutional investors (the “Investors”) whereby the Investors were issued an aggregate of 1,700,000 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) for aggregate gross proceeds of $1,700,000. The Company received net proceeds of $1,500,000 which shall be used fo…

Unregistered Sales of Equity Securities. To the extent required by Item 3.02, the information contained in

Material Modification to Rights of Security Holders. The information contained in

Notice Of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 31, 2024, cbdMD, Inc. (the “Company”) received notification (the “Notice”) from the NYSE American LLC (the “NYSE American”) that the Company is no longer in compliance with an additional NYSE American continued listing standard. Specifically, the letter states that the Company is not in compliance with the continued listing standard set forth in Section 1003(a)(i) of the NYSE Ameri…

Director, CEO, CFO — T. Ronan Kennedy: Mr. Kennedy was appointed as a director in addition to his roles as CEO and CFO.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in “

Entry into a Material Definitive Agreement. Effective November 26, 2024, cbdMD, Inc. (the “Company”) entered into a Second Amendment to Lease (the “Amendment”) to extend the Warehouse Lease entered into on August 27, 2019 (the “Lease”) for approximately 80,000 square feet of space located at 2101 Westinghouse Boulevard, Suite A, Charlotte, North Carolina 28273, which facility also serves as the Company’s executive offices. The Amendment extends the term of the Lease for a period of nineteen m…

Notice Of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 20, 2024, the Company received notice from the NYSE American LLC (“NYSE American”) that it had accepted the Company’s plan to regain compliance with the NYSE American continued listing standards and granted a plan period through December 5, 2025 (“Deadline Date”). As previously disclosed on June 5, 2024, the Company received a letter from the NYSE American LLC stating that the Compan…

Unregistered Sales of Equity Securities. The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. The transaction was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. Forward-Looking Statements This Form 8-K includes forward-looking statements related to the positive potential to the Company from entering into the Consulting Agreement and the Company ’ s beliefs regarding the benefits…

Entry into a Material Definitive Agreement. On August 23, 2024 (the “Effective Date”), cbdMD, Inc. (the “Company”) entered into an Amendment (the “Amendment”), to amend (i) its outstanding 8% Senior Secured Original Issue 20% Discount Convertible Promissory Notes with an original issuance date of January 30, 2024 (each a “Note” and collectively, the “Notes”), issued by the Company to five institutional investors (the “Holders”) and (ii) the Security Agreement entered into by and between the C…

Notice Of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 20, 2024, cbdMD, Inc. (the “Company”) received notice from the NYSE American LLC (“NYSE American”) that it had accepted the Company’s plan to regain compliance with the NYSE American continued listing standards and granted a plan period through December 5, 2025 (“Deadline Date”). As previously disclosed on June 5, 2024, the Company received a letter from the NYSE American LLC stating…

Notice Of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 5, 2024, cbdMD, Inc. (the “Company”) received notification (the “Notice”) from the NYSE American LLC (the “NYSE American”) that the Company is no longer in compliance with NYSE American’s continued listing standards. Specifically, the letter states that the Company is not in compliance with the continued listing standard set forth in Section 1003(a)(ii) of the NYSE American Company Gui…

Chief Accounting Officer — Bradley Whitford: Mr. Whitford was promoted to Chief Accounting Officer within the company.

Entry into a Material Definitive Agreement. As previously disclosed by cbdMD, Inc. (the “Company”), commencing August 2019 the Company’s executive offices have been located at 8845 Red Oak Blvd, Charlotte, NC (the “Red Oak Facilities”) which we sub-lease under a sublease agreement dated July11, 2019 which expires December 2026 (the “Red Oak Sublease”) and we are currently behind in lease payments on the Red Oak Sublease, receiving a default notice from HSKL, Inc., in September 2023. Effective…