8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 10, 2025

cbdMD, INC.
(Exact name of registrant as specified in its charter)
North Carolina	001-38299	47-3414576
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(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2101 Westinghouse Blvd., Suite A, Charlotte, NC 28273

(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (704) 445-3060

_______________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
common	YCBD	NYSE American
8% Series A Cumulative Convertible Preferred Stock	YCBD PR A	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07	Submission of Matters to a Vote of Security Holders.

On April 10, 2025, cbdMD, Inc.(the “Company”) held its 2025 annual meeting of shareholders (the “2025 Annual Meeting”) where four proposals were voted upon. The proposals are described in detail in our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 25, 2025. Of the 6,262,833 shares of our common stock and 5,000,000 shares of the Company’s Series A Preferred Stock (the “Series A”), outstanding and entitled to vote at the 2025 Annual Meeting, 2,727,732 shares of common stock (or 43.55%) and 3,933,450 shares of Series A (78.66%), constituting a quorum, were represented in person or by proxy at the 2025 Annual Meeting. At the meeting all the proposals were approved and the final vote on the proposals was recorded as follows:

Proposal 1:	The following directors were elected at the 2025 Annual Meeting of shareholders to hold office until the 2026 annual meeting of shareholders or their earlier resignation, removal or death:
Directors	“For”	“Against”	Broker Non-Votes
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Bakari Sellers	985,853	220,517	1,521,362
William F. Raines, III	999,760	206,610	1,521,362
Scott G. Stephen	999,762	206,608	1,521,362
Dr. Sybil Swift	1,045,872	160,498	1,521,362
T. Ronan Kennedy	1,000,480	205,890	1,521,362
Jeffrey Porter	1,000,842	205,528	1,521,362
Kevin Roe	1,000,741	205,629	1,521,362
Proposal 2:	The appointment of Cherry Bekaert LLP as our independent registered public accounting firm and to audit our financial statements for the fiscal year ending September 30, 2025 was ratified, based upon the following final tabulation of votes:
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“For”	“Against”	“Abstain”
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2,396,697	223,131	107,904
Proposal 3:	The approval and adoption of an amendment to the Company’s Certificate of Designation for the Series A Preferred Stock to provide that each share of Series A Preferred Stock will be automatically converted into thirteen shares of common stock upon the effective time of the amendment was approved, based upon the following final tabulation of votes:
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Common Stock:

“For”	“Against”	"Abstain"	“Broker Non-Votes”
1,011,367	193,562	1,441	1,521,362

Series A:

“For”	“Against”	“Abstain”
3,741,632	174,100	17,718
Proposal 4:	The approval of an amendment to our articles of incorporation, as amended, at the discretion of the board of directors, to effect a reverse stock split of our issued and outstanding shares of common stock, at a specific ratio, ranging from one-for-three (1:3) to one-for-ten (1:10), at any time prior to the one-year anniversary date of the annual meeting, with the exact ratio to be determined by the board was approved, based upon the following final tabulation of votes:
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“For”	“Against”	“Abstain”
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2,010,104	716,712	916

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Proposal 5 for the adjournment of the 2025 Annual Meeting was moot, as there were sufficient votes to approve proposals 1 through 4.

Item 8.01 Other Events.

On April 10, 2025, the Company issued a press release announcing shareholder approval of the automatic conversion of the Series A. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br> Number	Exhibit
99.1	Press Release dated April 10, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	cbdMD, Inc.
Date: April 11, 2025	By:	/s/ T. Ronan Kennedy
		T. Ronan Kennedy, Chief Executive Officer and Chief Financial Officer

ex_800549.htm

Exhibit 99.1

cbdMD, Inc. Announces Shareholder Approval of Automatic Conversion of Series A Preferred Stock and Other Results from Annual Meeting

CHARLOTTE, NC, April 10, 2025 (Newsfile Corp) -- cbdMD, Inc. (the “Company” or "cbdMD") (NYSE American YCBD) (NYSE American YCBDpA) one of the nation's leading and most highly trusted and recognized CBD companies, and operator of the leading CBD brands cbdMD and Paw CBD, along with its functional mushroom brand ATRx Labs and emerging THC-infused seltzer brand Herbal Oasis announced today that at the Company’s annual meeting of shareholders held on April 10, 2025, that its Common Stock holders and 8% Series A Cumulative Convertible Preferred Stock (the “Preferred Stock”) holders approved the automatic conversion (the “Conversion”) of shares of the Company’s Preferred Stock into shares of the Company’s Common Stock. The Company intends to set a mandatory exchange date for the Preferred Stock in the near future (the “Mandatory Exchange Date”). The automatic conversion will provide for the conversion of each share of Preferred Stock into thirteen shares of Common Stock, inclusive of all accumulated and unpaid dividends on the Mandatory Exchange Date. Dividends on converted shares will cease to accrue on the Mandatory Exchange Date and the Preferred Stock will cease trading on the Mandatory Exchange Date.

“We are excited to announce this conversion, which is expected to eliminate approximately $6.7 million in accrued dividend payments as of March 31, 2025 and $4 million in annual dividend obligations. This will allow us to reinvest this capital into our growth initiatives,” said Ronan Kennedy, Chief Executive Officer and Chief Financial Officer of cbdMD. “Additionally, this conversion will enhance our capital structure and provide us with the flexibility needed to continue delivering value to our shareholders. We believe that this conversion removes a large impediment to more strategic activity along with M&A and will strengthen our balance sheet, meeting our shareholders’ equity requirements for the continued listing of our Common Stock on the NYSE American.”

At the annual meeting, the Company’s shareholders also: (1) elected seven directors for a term expiring at the 2026 annual meeting of shareholders, (2) the ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm, and (3) approved an amendment to the Company’s articles of incorporation at the discretion of the board, to effect a reverse stock split of the Company’s common stock, at a specific ratio, ranging from one-for-three to one-for-ten, at any time prior to the one-year anniversary date of the annual meeting.

About cbdMD

cbdMD, Inc. (NYSE American: YCBD) (NYSE American: YCBDpA) is one of the leading and most highly trusted and most recognized cannabidiol (CBD) brands with a comprehensive line of U.S. produced, THC-free^1^ CBD products, and an array of Farm Act compliant Delta 9 products. Our Paw CBD brand of pet products includes veterinarian-formulated products, our ATRx brand features functional mushroom products. In addition, we operate Herbal Oasis, a premium THC-infused social seltzer that blends cannabinoids and nootropic mushrooms to deliver a fast-acting, functional beverage made for presence and connection. With an alcohol-free formula and wellness-forward ingredients, Oasis invites a better way to drink-one rooted in clarity, balance, and joy. To learn more about cbdMD and our comprehensive line of U.S. grown, THC-free^1^ CBD and Full Spectrum products as well as our other brands, please visit www.cbdmd.com, www.pawcbd.com, ATRxlabs.com, or Herbaloasis.com, follow cbdMD on Instagram and Facebook, or visit one of the thousands of retail outlets that carry cbdMD's products.

(1)	THC-free is defined as below the level of detection using validated scientific analytical methods.

Forward-Looking Statements

This press release contains various forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 including statements regarding potential growth, opportunities from our new capital structure and improved balance sheet, creating value to our shareholders and satisfying our shareholders’ equity requirements for continued listing on the NYSE American. These statements relate to anticipated future events, future results of operations or future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “shall,” “should,” “could,” “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “seeks,” “estimates,” “forecasts,” “predicts,” “possible,” “potential,” “target,” or “continue” or the negative of these terms or other comparable terminology.

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These forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other factors which may cause our (or our industry's) actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties that could have an impact on the forward-looking statements, including without limitation, risks and uncertainties relating to our continued listing on the NYSE American, failure to develop and sell new products, market impact and dilutive effects on our stock price and other disclosures and other important risks and uncertainties referenced and discussed under the heading titled “Risk Factors” in the Company's filings with the Securities and Exchange Commission. The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not assume any obligations to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

Contacts:

Investors:

cbdMD, Inc.

Ronan Kennedy

Chief Executive Officer and Chief Financial Officer

IR@cbdmd.com

(704) 445-3064

SOURCE: cbdMD