Welcome to cbdMD’s December 31, 2021 First Quarter Earnings Call and Update. This afternoon, the company issued a press release that provided an overview of its first quarter results, which followed the filing of its quarterly report on Form 10-Q. Today's conference call is being recorded and will be available online, along with our earnings press release covering our financial results and non-GAAP presentation and reconciliation at cbdmd.com in accordance with cbdMD's retention policies. All participants on this call will be in a listen-only mode. The call will be followed by a question-and-answer session. At this time, I would now like to turn the conference over to Ronan Kennedy, the company's Chief Financial Officer and Chief Operating Officer. Ronan, please go ahead.

Thank you, Catherine. And thank you all for joining the cbdMD's December 31, 2021 first quarter earnings call and update. On the call today, we have our Chairman and Co-CEO, Marty Sumichrast; as well as Dr. Sibyl Swift, our Vice President of Scientific and Regulatory Affairs. Following the Safe Harbor statement, Marty will provide an overview of our business, then Dr. Swift will provide an update on the current regulatory climate for CBD and I will provide a summary of the quarterly financial results. Following that, we'll open up the call for questions. We'd like to remind everyone that various remarks about future expectations, plans and prospects constitute forward-looking statements for the purposes of Safe Harbor provisions under the Private Securities Litigation Reform Act of 1995. cbdMD cautions that these forward-looking statements are subject to risks and uncertainties that may cause our actual results to differ materially from those indicated, including risks described in our company's annual report on Form 10-K for the year ended September 30, 2021, and our other filings with the SEC, all of which can be viewed on the company's website at www.cbdmd.com or on the SEC's website at www.sec.gov. Any forward-looking statements made on this conference call today speak only as of today's date, Thursday, February 10, 2022. And cbdMD does not intend to update any of these forward-looking statements to reflect events or circumstances that would occur after today's date, except as may be required by federal securities law. With that, I'd like to turn the call over to cbdMD's Chairman and Co-CEO, Marty Sumichrast.

Thank you very much, Ronan. And good afternoon, everyone. We appreciate you joining us today. Last quarter, we celebrated the three-year anniversary of our company entering the CBD industry with the acquisition of Cure Based Development, the owner of our flagship brand, cbdMD. It's also the three-year anniversary of the passage of the Farm Bill, which decriminalized CBD in the U.S. Three years ago, we were an unknown startup brand competing against thousands of other CBD brands. And while not knowing how well our brand would be received, we set forth a lofty sales goal under our merger agreement of $113.3 million for our first three-year earnout. We've now completed our third year and have exceeded the sales target with total net sales of $118.7 million for our contractual earnout under our merger agreement. We're proud of this accomplishment made more impressive considering it was achieved while dealing with the complications of the global COVID pandemic for almost two years. As we look out at the next three years, we remain bullish on what we can accomplish, but we must first reposition our company to adjust for market conditions and disruptions that have affected our business during the last several quarters. These disruptions include product delays caused by supply chain issues, setup costs for new channel distribution, combined with an overall softness in the U.S. CBD market. While these challenges precipitated, we failed to adjust our cost structure accordingly and in a timely manner, and that led to unacceptably high negative operating results. As we did in early 2020, when faced with similar circumstances, we are now cutting our overall overhead with a $10 million target and annualized cost savings. We expect to have a significant amount of this saving instituted by the end of this quarter. We know we can't cut our way to prosperity; we must also grow our sales, both online and through wholesale. We intend to accomplish this by focusing on driving new customer traffic to our websites, changing our marketing priorities to focus on B2B sales partnerships, delivering on product innovation and expanding our sales channels. We believe we have the best-in-class brand recognition and we plan to leverage our brand’s power to expand our retail footprint by securing co-branding efforts with non-CBD established brands. cbdmd.com generates over 70% of our net sales. Our website enjoys significant customer conversion rates with cbdmd.com residing in the top five for conversion rates based on industry standards. Our mission is generating new customer traffic to our sites. To lead this effort, we brought on board Matt Coapman as our new Chief Marketing Officer in November of last year. Matt, a proven leader in digital marketing, in just three short months revamped the marketing team, cut underperforming legacy marketing spend, and redefined our athletic and sponsorship department to focus on brand sales through corporate sponsorships, partnerships, and B2B co-branding initiatives, which drive direct sales. Recent successful activations include the expansion of our exclusive CBD advertising partnership with Spotify and Joe Rogan through his podcast, the Joe Rogan Experience, as well as a category exclusive sponsorship with Dan Le Batard Show with Stugotz podcast. Next month, we expect to announce additional partnerships that can drive new customers to our sites. I can report that over the past six weeks, we are seeing improved sales results. While driving online sales is vital, the growth of our wholesale brick-and-mortar division is equally important. And to improve sales to our wholesale customers, we streamlined our product offering and adjusted our pricing, making our brands even more competitive. We are also reaching new verticals, such as our exclusive distribution partnership with Troon Golf, the leading golf course management company in the world, which has over 600 golf courses under management. We are also making inroads to larger retailers and convenience store operators with a redefined sales strategy and product pricing enhancements. We are expanding into more international markets as registration, regulation, and compliance become clear. We are currently selling to over 30 international markets and we are registering our products in several major markets, such as the UK, Central America, and Japan. We continue to create new award-winning innovative products, such as our newly launched functional gummies and continue as a multi-year recipient of product of the year awards. We continue to obtain official certifications that strengthen our brand appeal, such as our Paw CBD certification from NASC or the National Animal Supplement Council, a non-profit group committed to protecting and enhancing the health of companion animals throughout the country. We announced this week that we are the first and only CBD company during the highly respected designation of NSF Certified for Sport, which opens the door to partnerships that market to major sports leagues in the USA and internationally. Finally, and most significant, we are now actively engaged with the FDA to seek clarity with respect to our products. Receiving clarity from the FDA is the single biggest factor to our ability to market and sell our products unencumbered. With that I'll now turn the call over to Dr. Sibyl Swift, our Vice President of Science and Regulatory Affairs at cbdMD. Dr. Swift was formerly the Associate Director for Research and Strategy at the FDA's Office of Dietary Supplement Programs, and will now provide an important regulatory update. Dr. Swift, please go ahead.

Thank you, Marty. And it's a pleasure to be able to talk with everyone on the call today. Prior to starting my work for cbdMD, I spent over five years in the Office of Dietary Supplement Programs or ODSP, which is the office within the FDA that is responsible for reviewing dietary supplement safety submissions. I have in-depth knowledge regarding the requisite amount of data, not only to meet the statutory requirements, according to 190.6, but to demonstrate that our proprietary patent-pending broad spectrum cannabinoid blend is safe at the subtherapeutic dietary supplement serving sizes we suggest, and according to our conditions of use. Our dossier of quality and safety data is not a shot in the dark. It is the result of over a million dollars invested in the required testing and analysis with a globally recognized analytical testing company. We know the process. The FDA says they want good science and we believe this is it. The data in our dossier was successfully submitted to the UK and EU food safety agencies to support approval of our products as novel foods. And we expect it to be validated there in the coming months. Last week, we met with the FDA to discuss our safety data during a pre-submission meeting for a new dietary ingredient notification. The FDA expressed interest in receiving the submission and indicated they wanted to review the science. However, they defaulted to the standard position that a notification for CBD would be met with drug exclusion issues. We made it clear we would not be submitting the notification unless they removed the exclusion criteria. The meeting with the FDA expressly confirmed our statements from the last earning call that we see no indication the FDA will act on their own. Therefore, in the coming days, we will be filing, in conjunction with the Natural Products Association, a Citizens Petition which is a process provided by the FDA for individuals and community organizations to request the FDA to use its statutory authority to make a change to current health policy. Our Citizens Petition will request that the FDA remove the exclusion for hemp extract cannabidiol containing products, create a pathway by which safety data for cannabidiol notifications will be reviewed and review our extensive safety dossier on our core broad spectrum ingredient as part of that process. Other groups have approached the FDA with NDI or graft submissions. The FDA has repeatedly fallen back on their position that this is a bigger issue without reviewing the submissions with the same lens as those for an ingredient that is not CBD. We are asking the FDA to review our data for our product based on our conditions of use. We are asking the FDA to follow the intent of those who drafted the Dietary Supplement Health and Education Act, or DSHEA, which was introduced to counteract unnecessarily stringent, federal intervention into the manufacturing, sale and labeling of dietary supplements. We are a natural product company and natural products are used safely every day as both foods and drugs. We are not suggesting that customers should ingest a drug-level dose of CBD. In fact, the level of CBD in our dietary supplements is significantly lower than the doses for approved CBD drugs. Therefore, we find it difficult to understand why CBD and hemp products are being subjected to a different standard than other dietary supplements, and instead being subject to a drug standard. We understand that the FDA moves slowly and doing things in a broad context for the entire marketplace is not without its challenges, which is exactly why we are asking them to review our safety data on a one-to-one basis in accordance with their authorities and the regulations for these products. We are willing to put all our science out in the public domain, no different than any other food or supplement product, but then we expect the FDA to review it like they would for any other food or supplement product, rather than default to a policy statement about being confused. We believe it is far past time for the FDA to stop hiding behind the improperly applied exclusion rule that they are using to deny Americans access to a robust marketplace of hemp-derived products to help maintain their health. Consumers from all walks of life deserve access to consumer healthcare products, especially in these trying times by removing the arbitrary and capricious exclusion and recognizing that our product is safe, it will open our ability to conduct further studies on the efficacy of cannabinoids as dietary supplements, to support and maintain a healthy life. While leading brands such as ours go to great expense to adhere to the existing rules applicable to all dietary supplement manufacturers and apply the highest standards of care, other smaller brands flood the market with substandard products and the FDA is directly to blame for this. Uncertainty due to substandard products has prohibited leading CBD brands, such as ours, access to mainstream retailers, wholesalers and sales and marketing platforms. We believe properly manufactured CBD products, such as ours, which adhere to the rigorous standards of the Food, Drug, and Cosmetic Act, are safe and should be allowed for sale in all these retail channels, as well as products marketing on all platforms. At cbdMD, we pride ourselves as being leaders in this industry. We have been sitting on the sidelines long enough waiting for the FDA to act, but they continue to make disingenuous statements about not being able to decide without more data. After we are bringing them the data, we demand a level playing field rather than deference to a status quo created by an arbitrarily applied drug exclusion. To conclude, it is our belief and with the backing and support of the NPA, that the filing of this citizen's petition could begin the process to the eventual regulatory framework that the CBD industry needs and deserves. This tactic is not original in concept; it has been done in the past. However, we feel that it's time the CBD industry be looked at and dealt with on a level playing field. We remain committed to providing the highest quality products to our consumers, invest in the science and regulation to ensure our products are safe and useful for everyday health and wellness, and finally, to be able to market our products across all platforms to drive and build shareholder value. Thank you. And now I'll turn it back over to Ronan Kennedy, our Chief Financial and Chief Operating Officer. Ronan?

Thank you, Sibyl and welcome everyone. Total GAAP net sales for the first quarter of fiscal 2022 were $9.3 million, a 24% decrease from prior year's first quarter total. Our quarterly e-commerce direct-to-consumer business generates sales of $7.1 million in the first quarter of fiscal 2022, a 26% year-over-year quarterly decrease. E-commerce represented 76% of our total net sales for the first quarter. Our wholesale business generated $2.2 million of net sales for the first quarter, down 16% as compared to $2.6 million for the comparative first quarter in fiscal 2021. Our GAAP gross profit margin decreased to 54.4% in the first quarter from 72.1% in the first quarter of fiscal 2021. This is partly due to an $878,000 non-cash inventory charge. As we rationalize several slower moving and expiring product lines. Excluding this charge, our non-GAAP adjusted gross profit totaled 62.2% as compared to 72% in the prior year. This decline is based on lower manufacturing and operating leverage from the year-over-year revenue declines, as well as changes in our product mix. Our operating expenses for the first quarter of fiscal 2022 totaled $11.9 million, up from $10.6 million in the prior year. Year-over-year non-cash operating expenses increased by $978,000, comprised of an $870,000 increase in non-cash stock compensation as well as a $108,000 increase in depreciation and amortization expense. Our marketing, sponsorship and commission expenses increased by $841,000 year-over-year, leading to a total operating expense increase of $1.3 million or 12% from the prior fiscal quarter. Excluding the increases in non-cash charges and marketing sponsorship and commission expenses, we were able to reduce our remaining operating expenses by over $520,000 year-over-year. Overall, our GAAP loss from operations totaled $25.1 million for the first quarter of fiscal 2022, as compared to a $1.7 million loss from the prior year period. The decline is primarily due to a non-cash impairment of Goodwill and intangibles of $18.2 million at the quarter end, as well as a $3.9 million drop in gross profit. Our non-GAAP adjustment to operating expenses for the first quarter of fiscal 2022 include an $18.2 million AdBack related to the impairment of Goodwill and our trade name, $1 million in non-cash stock expense, depreciation expense of $340,000 and an $878,000 of non-cash inventory charge resulting in a non-GAAP adjusted operating loss at $4.7 million for the first quarter of fiscal 2022, as compared to a $0.5 million non-GAAP adjusted operating loss in the first quarter of fiscal 2021. The increase in non-GAAP adjusted operating loss over the prior year period is primarily attributed to the drop in revenue and corresponding gross profit, as well as an increase in operating expenses. Sequentially, we reduced our non-GAAP operating loss by $200,000 from September 2021 quarter to the December 2021 quarter, despite the decline in revenue. Other operating income expenses on our consolidated income statement for the first quarter of fiscal 2022, including a non-cash contingent liability gain of $5.7 million related to our December 2018 acquisition of Cure Based Development. During December, we issued 466,713 earnout shares corresponding to the third earnout period under the terms of the acquisition. At the time of issuance, we booked a $366,000 valuation decrease and reclassified $405,000 from the contingent liability to additional paid in capital on the consolidated balance sheet. The remaining earnout shares were revalued at the end of the quarter resulting in a total non-cash contingent liability gain of $5.3 million for the quarter. The change in valuation of the contingent liability is primarily a result of the decrease in market price of our common stock during the period from $2.08 to $1.08 per share. During the first fiscal quarter of 2022, we utilized approximately $6.7 million of cash. The main components included cash used from operations, our adjusted non-GAAP operating loss of $4.7 million, $1 million of paid dividends and $230,000 in property equipment acquisitions, with the balance coming from changes in our working capital. We had cash and cash equivalents of approximately $19.6 million and working capital of approximately $22.9 million on December 31, 2021, compared to cash and cash equivalents of approximately $26.4 million and working capital of $29.6 million as of September 30, 2021. Our current assets as of December 31, 2021 decreased approximately 18% from September to $29.7 million. As of December 31, 2021, the company's total current liabilities were $6.7 million, of which approximately $3.6 million is accounts payable, and $1.9 million is accrued expenses. The company has approximately $153,000 financing notes on equipment for our manufacturing facility. As Marty alluded to earlier, we can't cut our way to prosperity, but we must take the necessary steps to rightsize our cost structure to our current revenue base. Several of our marketing initiatives did not generate their anticipated return. So, we have taken steps to eliminate and/or not renew several underperforming marketing investments and are changing the way we measure modern and performance. We've reduced headcount by over 20% since November, rationalized several non-performing SKUs and strategically expanded our top-selling categories, such as gummies. We've identified additional operating cost opportunities and are taking swift action. In total, we've identified approximately $10 million in annual run rate cost savings that we believe we can attain over the next 60 to 90 days. These changes will have a significant impact on our P&L as we return to positive revenue growth. We believe cbdMD is the brand of choice for consumers and are committed to being the CBD brand of choice for our shareholders. With that, I'd like to now turn the call back over to Marty.

Thank you, Ronan. With that, Catherine, I'd like to open up the line for Q&A.

You have a question coming from Mike Pfeffer with Oppenheimer. Your line is live.

Hi, this question is for Dr. Swift. With regard to the citizens petition you guys will be filing, could you talk about how long this process will take and the hopeful outcome? And then the second part to the question is in regard to the announced cost reduction measures you're implementing how does this fit into that in terms of cost of legal expenses of accomplishing this? Thanks.

Absolutely. The process for a citizen petition typically takes about 150 to 180 days from the date of filing the petition. It could go quicker, but we do not expect the agency to act quickly in this case. As I stated in my discussion, the hopeful outcome is that the commissioner of food and drugs determines that CBD is not excluded from the definition of a dietary supplement or, in the alternative, that a regulation is issued after notice and comment finding that CBD would be lawful under the act. As a member and a board member of the NPA, we will have the full support of the trade association and do not expect to incur any costs for the citizen's petition or any required responses.

Thank you.

With no further questions in the queue, that does conclude our conference call for today. Thank you so much for your participation.