cbdMD, Inc 10-Q for FY2022 Q2

cbdMD, Inc. (YCBD)

10-Q 2022-05-13 For: 2022-03-31

Added on April 08, 2026

About this 10-Q

cbdMD, Inc filed this 10-Q on May 13, 2022, covering the quarter ended March 31, 2022 (FY2022 Q2).

Headline figures

Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $9.63M; down 18.4% from $11.8M a year earlier
Net loss: $4.66M; compared with a net loss of $12.51M a year earlier
Diluted EPS: -$0.10; compared with -$0.24 a year earlier

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North Carolina		47-3414576
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

8845 Red Oak Blvd, Charlotte, NC		28217
Address of Principal Executive Offices		Zip Code

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	YCBDpA	NYSE American

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page No

PART I-FINANCIAL INFORMATION
ITEM 1.	Financial Statements.	5

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	29

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk.	36

ITEM 4.	Controls and Procedures.	36
PART II - OTHER INFORMATION

ITEM 1.	Legal Proceedings.	37

ITEM 1A.	Risk Factors.	37

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	37

ITEM 3.	Defaults Upon Senior Securities.	37

ITEM 4.	Mine Safety Disclosures.	37

ITEM 5.	Other Information.	37

ITEM 6.	Exhibits.	38

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended March 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from __________________ to _______________

	·	our history of losses;

	·	the continuing impact of COVID-19 on our company;

	·	our reliance to market to key digital channels;

	·	our ability to acquire new customers at a profitable rate;

	·	our reliance on third party raw material suppliers and manufacturers and compounders;

	·	our reliance on third party compliance with our supplier verification program and testing protocols; and

	·	risks associated with the implementation of our enterprise resource planning system (ERP) to Accumatica.

	·	federal laws as well as FDA or DEA interpretation of existing regulation;

	·	state laws pertaining to industrial hemp and their derivatives;

	·	costs to us for compliance with laws and the risks of increased litigation; and

	·	possible changes in the use of CBD.

	·	the impact of changes in the fair value of our contingent liabilities associated with the Earnout Shares;

	·	dilution to our shareholders upon the issuance of the Earnout Shares;

	·	time devoted to our company by one of our co-Chief Executive Officers;

	·	the designations, rights and preferences of our 8% Series A Cumulative Convertible Preferred Stock;

	·	dilution upon the issuance of shares of common stock underlying outstanding warrants, options and the Series A Convertible Preferred Stock; and

	·	voting control held by our directors and their affiliates.

	(Unaudited)
	March 31,		September 30,
	2022		2021
Assets

Current assets:
Cash and cash equivalents	$	13,336,850	$	26,411,424
Accounts receivable		2,045,602		1,113,372
Accounts receivable – discontinued operations		1,375		10,967
Marketable securities		-		33,351
Investment other securities		1,000,000		1,000,000
Inventory		4,713,041		5,021,867
Inventory prepaid		519,128		551,519
Prepaid sponsorship		1,474,350		1,212,682
Prepaid expenses and other current assets		1,236,744		1,147,178
Total current assets		24,327,090		36,502,360

Other assets:
Property and equipment, net		2,334,619		2,561,574
Operating lease assets		5,025,669		5,614,960
Deposits for facilities		138,708		529,583
Intangible assets		18,389,258		23,003,929
Goodwill		42,772,685		56,670,970
Total other assets		68,660,939		88,381,016

Total assets	$	92,988,029	$	124,883,376

CONDENSED CONSOLIDTED BALANCE SHEETS
MARCH 31, 2022 AND SEPTEMBER 30, 2021
(continued)

cbdMD, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THR THREE AND SIX MONTHS ENDED MARCH 31, 2022 AND 2021
(Unaudited)

	Three months			Three months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	March 31,			March 31,			March 31,			March 31,
	2022			2021			2022			2021

Gross Sales	$	9,948,858		$	12,457,386		$	19,805,625		$	25,520,568
Allowances		(319,972	)		(658,775	)		(854,917	)		(1,393,654	)
Total Net Sales		9,628,886			11,798,611			18,950,708			24,126,914
Cost of sales		3,186,564			3,643,127			7,514,874			7,073,402
Gross Profit		6,442,322			8,155,484			11,435,834			17,053,512

Operating expenses		11,452,700			12,323,207			23,407,984			22,981,180
Impairment of Goodwill and other intangible assets		-			-			18,183,285			-
Loss from operations		(5,010,378	)		(4,167,723	)		(30,155,435	)		(5,927,668	)
Realized and Unrealized gain (loss) on marketable and other securities, including impairments		-			2,852			(33,352	)		545,562
Decrease (increase) of contingent liability		353,000			(8,871,000	)		6,303,000			(17,371,000	)
Other income		2,249			-			72,987			-
Interest expense		(2,086	)		(10,603	)		(5,320	)		(20,990	)
Loss before provision for income taxes		(4,657,215	)		(13,046,474	)		(23,818,120	)		(22,774,096	)

Benefit for income taxes		-			536,000			-			868,000
Net Loss		(4,657,215	)		(12,510,474	)		(23,818,120	)		(21,906,096	)
Preferred dividends		1,000,500			560,280			2,001,002			660,330

Net Loss attributable to cbdMD, Inc. common shareholders	$	(5,657,715	)	$	(13,070,754	)	$	(25,819,122	)	$	(22,566,426	)

Net Loss per share:
Basic earnings per share		(0.10	)		(0.24	)		(0.44	)		(0.43	)
Diluted earnings per share		(0.10	)		(0.24	)		(0.44	)		(0.43	)
Weighted average number of shares Basic:		58,966,979			53,471,607			59,073,963			52,793,872
Weighted average number of shares Diluted:		58,966,979			53,471,607			59,073,963			52,793,872

cbdMD, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2022 AND 2021
(Unaudited)

	(Unaudited)
	March 31,			September 30,
	2022			2021
Liabilities and shareholders' equity

Current liabilities:
Accounts payable	$	2,746,837		$	2,978,914
Accrued expenses		1,840,797			2,727,612
Operating leases – current portion		1,136,018			1,151,150
Note payable		61,483			59,470
Total current liabilities		5,785,135			6,917,146

Long term liabilities:
Long term liabilities		77,732			108,985
Operating leases - long term portion		4,278,733			4,859,058
Contingent liability		2,823,000			9,856,000
Total long term liabilities		7,179,465			14,824,043

Total liabilities		12,964,600			21,741,189
Commitments and Contingencies (Note 11)
cbdMD, Inc. shareholders' equity:
Preferred stock, authorized 50,000,000 shares, $0.001
par value, 5,000,000 and 5,000,000 shares issued and outstanding, respectively		5,000			5,000
Common stock, authorized 150,000,000 shares, $0.001
par value, 59,352,213 and 57,783,340 shares issued and outstanding, respectively		59,352			57,783
Additional paid in capital		179,116,064			176,417,269
Accumulated deficit		(99,156,987	)		(73,337,865	)
Total cbdMD, Inc. shareholders' equity		80,023,429			103,142,187

Total liabilities and shareholders' equity	$	92,988,029		$	124,883,376

	Six months			Six months
	Ended			Ended
	March 31,			March 31,
	2022			2021
Cash flows from operating activities:
Net Loss	$	(23,818,120	)	$	(21,906,096	)
Adjustments to reconcile net (income) loss to net cash used by operating activities:
Stock based compensation		797,096			451,527
Restricted stock expense		837,267			547,140
Marketing stock amortization		339,520			-
Issuance of stock / warrants for service		-			155,695
Inventory and materials impairment		878,142			-
Intangibles amortization		329,671			-
Depreciation		600,750			473,324
Impairment of goodwill and other intangible assets		18,183,285			-
Increase/(Decrease) in contingent liability		(6,303,000	)		17,371,000
Realized and unrealized loss of marketable and other securities		33,350			(5,562	)
Termination benefit		-			352,279
Amortization of operating lease asset		589,291			611,298
Changes in operating assets and liabilities:
Accounts receivable		(932,230	)		(936,983	)
Deposits		390,875			1,125
Inventory		(569,316	)		271,815
Prepaid inventory		32,391			(190,451	)
Prepaid expenses and other current assets		354,752			44,408
Accounts payable and accrued expenses		(1,129,614	)		(1,366,373	)
Operating lease liability		(595,457	)		(540,664	)
Deferred revenue / customer deposits		10,723			(41,418	)
Collection on discontinued operations accounts receivable		9,592			424,917
Deferred tax liability		-			(868,000	)
Cash used by operating activities		(10,670,537	)		(5,151,019	)
Cash flows from investing activities:
Proceeds from sale of other investment securities		-			(750,000	)
Purchase of property and equipment		(373,795	)		(226,542	)
Cash provided (used) by investing activities		(373,795	)		(976,542	)
Cash flows from financing activities:
Proceeds from issuance of preferred stock		-			15,798,115
Note payable		(29,240	)		(123,268	)
Preferred dividend distribution		(2,001,002	)		(660,330	)
Cash provided by financing activities		(2,030,242	)		15,014,517

	2022		2021

Cash Payments for:
Interest expense	$	4,173	$	7,117

Non-cash financial/investing activities:
Issuance of contingent earnout shares:	$	730,000	$	11,271,000
Warrants issued to representative	$	-	$	254,950

									Additional		Other
	Common Stock				Preferred Stock				Paid in		Comprehensive		Accumulated
	Shares		Amount		Shares		Amount		Capital		Income (loss)		Deficit			Total
Balance, September 30, 2021		57,783,340	$	57,783		5,000,000		5,000	$	176,417,269	$	-	$	(73,337,865	)	$	103,142,187
Issuance of Common stock		494,630		495		-				404,505		-		-			405,000
Issuance of options for share based compensation		-		-		-				505,466		-		-			505,466
Issuance of restricted stock for share based compensation		-		-		-				508,754		-		-			508,754
Preferred dividend		-		-		-		-		-		-		(1,000,502	)		(1,000,502	)
Net Loss		-		-		-		-		-		-		(19,160,904	)		(19,160,904	)
Balance, December 31, 2021		58,277,970	$	58,278		5,000,000		5,000	$	177,835,993	$	-	$	(93,499,271	)	$	84,400,000
Issuance of Common stock		1,074,243		1,074		-				659,926		-		-			661,000
Issuance of options for share based compensation		-		-		-				291,630		-		-			291,630
Issuance of restricted stock for share based compensation		-		-		-				328,515		-		-			328,515
Preferred dividend		-		-		-		-		-		-		(1,000,500	)		(1,000,500	)
Net Loss		-		-		-		-		-		-		(4,657,215	)		(4,657,215	)
Balance, March 31, 2022		59,352,213	$	59,352		5,000,000		5,000	$	179,116,064	$	-	$	(99,156,986	)	$	80,023,429

cbdMD, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 2022 AND 2021
(Unaudited)

	-	E-commerce sales - consumer products sold through the Company’s online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of shipment; and

	-	Wholesale sales - products sold to the Company’s wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms vary and can typically be 30 days from the date control over the product is transferred to the customer.

	Three Months					Three Months
	Ended March					Ended March
	31,2022		% of total			31,2021		% of total
Wholesale sales	$	3,048,332		31.7	%	$	3,436,176		29.1	%
E-commerce sales		6,580,554		68.3	%		8,362,435		70.9	%
Total Net Sales	$	9,628,886		100.0	%	$	11,798,611		100.0	%

	·	Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

	·	Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

	·	Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

	In Active
	Markets for			Significant Other		Significant
	Identical Assets			Observable		Unobservable		Total Fair Value
	and Liabilities			Inputs		Inputs		at March 31,
	(Level 1)			(Level 2)		(Level 3)		2022
Investment other securities	$	-		$	-	$	1,000,000	$	1,000,000

	(Level 1)			(Level 2)		(Level 3)		2021
Balance at September 30, 2021		33,351			-		1,000,000		1,033,351
Change in value of equities		(33,351	)				-		(33,351	)
Additional Investment		-							-
Balance at December 31, 2021	$	-		$	-	$	1,000,000	$	1,000,000
Change in value of equities		-					-		-
Additional Investment		-							-
Balance at March 31, 2022	$	-		$	-	$	1,000,000	$	1,000,000

Aggregate Net Revenues			Shares Issued/ Each $ of Aggregate Net Revenue Ratio

$1 - $20,000,000			.190625
$20,000,001 - $60,000,000			.0953125
$60,000,001 - $140,000,000			.04765625
$140,000,001 - $300,000,000			.23828125

						Weighted-average
						remaining		Aggregate
				Weighted-average		contractual term		intrinsic value
	Number of shares			exercise price		(in years)		(in thousands)
Outstanding at September 30, 2021		2,702,500		$	4.42		5.13	$	-
Granted		325,000			1.15				-
Exercised		-			-
Forfeited		(170,000	)		4.52
Outstanding at March 31, 2022		2,857,500			3.96		4.79		-

Exercisable at March 31, 2022		1,996,668		$	4.16		4.44	$	-

For the year ended September 30,
2022	$	676,463
2023		1,380,204
2024		1,421,610
2025		1,159,949
Thereafter		1,372,862
Total future lease payments		6,011,088
Less interest		(596,337	)
Total lease liabilities	$	5,414,751

	Three Months Ended						Six Months Ended
	March 31,			March 31,			March 31,			March 31,
	2022			2021			2022			2021
Basic:
Net loss continuing operations	$	(4,657,215	)	$	(12,510,474	)	$	(23,818,120	)	$	(21,906,096	)
Preferred dividends paid		1,000,500			560,280			2,001,002			660,330
Net loss continuing operations adjusted for preferred dividend		(5,657,715	)		(13,070,754	)		(25,819,122	)		(22,566,426	)
Net loss attributable to cbdMD Inc. common shareholders		(5,657,715	)		(13,070,754	)		(25,819,122	)		(22,566,426	)

Diluted:
Net loss		(5,657,715	)		(13,070,754	)		(25,819,122	)		(22,566,426	)

Shares used in computing basic earnings per share		58,966,979			53,471,607			59,073,963			52,793,872
Earnings per share Basic:
Continued operations		(0.10	)		(0.24	)		(0.44	)		(0.43	)
Discontinued operations		-			-			-			-
Basic earnings per share		(0.10	)		(0.24	)		(0.44	)		(0.43	)

Earnings per share Dliuted:					-			-
Continued operations		(0.10	)		(0.24	)		(0.44	)		(0.43	)
Discontinued operations		-			-			-			-
Diluted earnings per share		(0.10	)		(0.24	)		(0.44	)		(0.43	)

	·	Product Innovation: Our goal is to provide our customers superior functional based products with greater efficacy, absorption and claims. We regularly assess and evaluate our product portfolio, and devote resources to ongoing research and development processes with the goal of expanding our product offerings to meet these expanding consumer demands. We have a robust pipeline of products set to launch during fiscal 2022. In December we launched our new line of Botanical skincare products as well as water soluble CBD. In February 2022 we launched our line of functional gummies and curcumin capsules, followed by an initial rollout of several full spectrum gummies starting in March 2022 and a microdose product in April 2022, and our mood and focus products in May 2022.

	·	Expand our revenue channels: As the market continues to evolve, we are expanding our sales channels. During fiscal 2020, our wholesale business was impacted as the broader retail industry faced various headwinds tied to quarantining and COVID impacts. Despite this, we continued to pursue relationships with a number of key traditional retail accounts and believe our top brand awareness, effective marketing and strong balance sheet position us as the partner for CBD for key traditional retail accounts as this channel has continued to normalize during the fiscal year 2021 and the first part of fiscal year 2022. During the recent quarter we added a number of our top selling ingestible SKUs throughout GNC’s retail footprint.

	·	International Expansion: We continue to explore sales into markets outside of the United States. Our products are currently available in 31 countries. We generally partner with local wholesalers and local legal counsel who can help navigate the laws and regulatory requirements within their jurisdiction. We continue to pursue key wholesale accounts in a number of international markets and are gaining market share in Central America through our sanitary registration approvals. We are also expanding our E-commerce business to consumers in the United Kingdom (U.K.). In March 2021, we officially filed our Novel Food Application with the United Kingdom’s Food Standards Agency (“FSA”) and the European Union’s (“E.U.”) Food Safety Agency (“EFSA”). In March 2022, we received notice that the products we submitted have been validated in the UK as well as in the EU. based warehouse. During August 2021 we signed an exclusive agreement to enter the Israeli Market with IM Cannabis Corp. a multi-country operator (“MCO”) in the medical and adult- use recreational cannabis sector with operations in Israel, Germany and Canada. In March 2022, the Israeli Health Ministry announced it has begun the process of exempting CBD from its banned substances list and will be permitting CBD to be included into food and cosmetic products.

	·	Expand our Additional Brands: During fiscal 2021 we took additional steps to grow the Paw CBD business which included advertising on TV, introducing our Paw CBD rewards program and introducing a Paw CBD subscription program which offers additional savings to customers that enroll in the service. During 2021 we launched cbdMD Botanicals as a separate brand and continue to build out the product portfolio and distribution channels.

	·	Expand our sponsorships toward targeted segments: We have had significant success with attracting high profile sponsors and influencers and expect to continue to assess the segments we have covered with a focus on activation of the sponsorships and influencers which are producing the largest visibility and responsiveness. We recently added 7-time NASCAR champion Jimmy Johnson to Team cbdMD and believe we will benefit from the additional exposure he provides to our company.

	·	Acquisitions: We seek to acquire brands that we believe we can optimize through our internal digital marketing agency and supply chain platform while we broaden our product assortment and increase our total addressable market. Our scalable supply chain and fulfillment operation allows our brands to deliver an exceptional end-to-end experience to our customers in a cost-effective manner. We may acquire brands directly or through joint ventures if opportunities arise that we believe are in our best interest. In assessing potential acquisitions or investments, we expect to primarily utilize our internal resources to evaluate growth potential, the strength of the target brand, offerings of the target, as well as possible efficiencies to gain. We believe that this approach will allow us to effectively screen consumer brand candidates and strategically evaluate acquisition targets and efficiently complete due diligence for potential acquisitions. In July 2021, we acquired directcbdonline.com and related intellectual property. We are currently not a party to any additional agreements or understandings regarding the acquisition of additional brands or companies and there are no assurances we will be successful in expanding our brand portfolio.

	Three Months Ended March 31,
	2022			2021			Change
Total net sales	$	9,628,886		$	11,798,611		$	(2,169,725	)
Cost of sales		3,186,564			3,643,127			(456,563	)
Gross profit as a percentage of net sales		66.9	%		69.1	%		-2.2	%
Operating expenses		11,452,700			12,323,207			(870,507	)
Impairment of goodwill and other intangible assets		-			-			-
Operating income from operations		(5,010,378	)		(4,167,723	)		(842,655	)
(Increase) decrease on contingent liability		353,000			(8,871,000	)		9,224,000
Net income (loss) before taxes		(4,657,215	)		(13,046,474	)		8,389,259
Net income (loss) attributable to cbdMD Inc. common shareholders	$	(5,657,715	)	$	(13,070,754	)	$	7,413,039

	Six Months Ended March 31,
	2022			2021			Change
Total net sales	$	18,950,708		$	24,126,914		$	(5,176,206	)
Cost of sales		7,514,874			7,073,402			441,472
Gross profit as a percentage of net sales		60.3	%		70.7	%		-10.3	%
Operating expenses		23,407,984			22,981,180			426,804
Impairment of goodwill and other intangible assets		18,183,285			-			18,183,285
Operating income from operations		(30,155,435	)		(5,927,668	)		(24,227,767	)
(Increase) decrease on contingent liability		6,303,000			(17,371,000	)		23,674,000
Net income (loss) before taxes		(23,818,120	)		(22,774,096	)		(1,044,024	)
Net income (loss) attributable to cbdMD Inc. common shareholders	$	(25,819,122	)	$	(22,566,426	)	$	(3,252,696	)

		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date Filed	Number	Herewith
2.1	Merger Agreement dated December 3, 2018 by and among Level Brands, Inc., AcqCo, LLC, cbdMD LLC and Cure Based Development, LLC	8-K	12/3/18	2.1

2.2	Articles of Merger dated December 20, 2018 as filed with the Secretary of State of Nevada merging AcqCo, LLC with and into Cure Based Development, LLC	10-Q	2/14/19	2.2

2.3	Articles of Merger dated December 20, 2018 as filed with the Secretary of State of North Carolina merging AcqCo, LLC with and into Cure Based Development, LLC	10-Q	2/14/19	2.3

2.4	Articles of Merger dated December 20, 2018 as filed with the Secretary of State of Nevada merging Cure Based Development, LLC with an into cbdMD LLC	10-Q	2/14/19	2.4

2.5	Articles of Merger dated December 20, 2018 as filed with the Secretary of State of North Carolina merging Cure Based Development, LLC with an into cbdMD LLC	10-Q	2/14/19	2.5

2.6	Addendum No. 1 to Agreement and Plan of Merger dated March 31, 2021	8-K	4/1/21	10.1

3.1	Articles of Incorporation	1-A	9/18/17	2.1

3.2	Articles of Amendment to the Articles of Incorporation – filed April 22, 2015	1-A	9/18/17	2.2

3.3	Articles of Amendment to the Articles of Incorporation – filed June 22, 2015	1-A	9/18/17	2.3

3.4	Articles of Amendment to the Articles of Incorporation – filed November 17, 2016	1-A	9/18/17	2.4

3.5	Articles of Amendment to the Articles of Incorporation – filed December 5, 2016	1-A	9/18/17	2.5

3.6	Articles of Amendment to Articles of Incorporation	8-K	4/29/19	3.7

3.7	Articles of Amendment to the Articles of Incorporation including the Certificate of Designations, Rights and Preferences of the 8.0% Series A Cumulative Convertible Preferred Stock	8-A	10/11/19	3.1(f)

3.8	Bylaws, As amended	1-A	9/18/17	2.6

10.21	Equipment Purchase Agreement dated April 7, 2022 +				Filed

31.1	Certification of co-Principal Executive Officer (Section 302)				Filed

31.2	Certification of co-Principal Executive Officer (Section 302)				Filed

31.3	Certification of Principal Financial Officer (Section 302)				Filed

32.1	Certification of Principal Executive Officer and Principal Financial Officer (Section 906)				Filed

101 INS	XBRL Instance Document				Filed
101 SCH	XBRL Taxonomy Extension Schema				Filed
101 CAL	XBRL Taxonomy Extension Calculation Linkbase				Filed
101 LAB	XBRL Taxonomy Extension Label Linkbase				Filed
101 PRE	XBRL Taxonomy Extension Presentation Linkbase				Filed
101 DEF	XBRL Taxonomy Extension Definition Linkbase				Filed

	cbdMD, INC.

May 13, 2022	By:	/s/ Martin A. Sumichrast
		Martin A. Sumichrast,
		Co-Chief Executive Officer, co-principal executive officer

May 13, 2022	By:	/s/ Raymond S. Coffman
		Raymond S. Coffman,
		Co-Chief Executive Officer, co-principal executive officer

May 13, 2022	By:	/s/ T. Ronan Kennedy
		T. Ronan Kennedy, Chief Financial Officer,
		principal financial and accounting officer

1.	I have reviewed this report on Form 10-Q for the period ended March 31, 2022 of cbdMD, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: May 13, 2022		/s/ Martin A. Sumichrast
		Martin A. Sumichrast,
		Co-Chief Executive Officer,
		co-principal executive officer

Dated: May 13, 2022		/s/ T. Ronan Kennedy
		T. Ronan Kennedy,
		Chief Financial Officer,
		principal financial and accounting officer

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2.	The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.