8-K
cbdMD, Inc. (YCBD)
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): December 5, 2025
cbdMD, INC.
(Exact name of registrant as specified in its charter)
| North Carolina | 001-38299 | 47-3414576 |
|---|---|---|
| (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)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 Stock | YCBD | 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. ☐
Item 7.01 Regulation FD Disclosure
On December 8, 2025, cbdMD, Inc. (the “Company”) issued a press release announcing that it had regained compliance with the continued listing standards of the NYSE American LLC (the “Exchange”). A copy of the press release is furnished in Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On December 5, 2025, the Company received a letter from NYSE Regulation confirming that the Company has regained compliance with the Exchange.
The letter stated that the Company is back in compliance with all of the NYSE American continued listing standards set forth in Part 10 of the NYSE American Company Guide. Specifically, the Company resolved the previously identified deficiencies under Sections 1003(a)(i) and (ii) of the Company Guide, as referenced in the Exchange’s letters dated June 5, 2024 and December 31, 2024. As a result, the “below compliance” (“.BC”) indicator will be removed and the Company will be taken off the Exchange’s list of noncompliant issuers on the Exchange’s website. The Company will remain subject to NYSE Regulation’s normal continued listing monitoring going forward.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Exhibit Description |
|---|---|
| 99.1* | Press Release dated December 8, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*The information contained in this Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.
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: December 8, 2025 | By: | /s/ T. Ronan Kennedy |
| T. Ronan Kennedy, Chief Executive Officer and Chief Financial Officer |
ex_896863.htm
Exhibit 99.1
cbdMD, Inc. Regains Compliance with NYSE American Listing Standards
CHARLOTTE, N.C., Dec. 8, 2025 /PRNewswire/ -- cbdMD, Inc. (NYSE American: YCBD), a leading innovator in wellness and hemp-derived products, is pleased to announce that it has regained full compliance with the continued listing standards of the NYSE American. As a result, the ".BC" indicator has been removed from the list of noncompliant issuers effective at the open of trading, December 8, 2025.
The NYSE American formally notified the Company in a letter dated December 5, 2025, confirming that cbdMD has resolved all deficiencies related to Sections 1003(a)(i) and (ii) of the NYSE American Company Guide.
"We are excited to share this important news with our shareholders, partners, and team. Preserving our NYSE American listing was a critical achievement and reflects the tremendous work completed this year to strengthen our balance sheet and position the Company for sustainable growth," said Ronan Kennedy, cbdMD's CEO. "We believe our successful Series A Preferred share conversion in May and capital raise completed in September were essential components of our compliance strategy and demonstrated the commitment of our investors and stakeholders to cbdMD's long-term vision. We appreciate the NYSE American for their constructive engagement throughout this process, and we look forward to continuing to build long-term value for our shareholders as we move ahead."
The Company will remain subject to NYSE American's continued listing monitoring procedures and remains committed to maintaining strong financial discipline and governance going forward.
For additional information, please refer to the Company's Form 8-K to be filed with the Securities and Exchange Commission on December 8, 2025.
About cbdMD, Inc.
cbdMD, Inc. is one of the leading and most highly trusted and most recognized cannabidiol (CBD) brands with a comprehensive line of U.S. produced, CBD products, and an array of Farm Act compliant Delta 9 products. Our Paw CBD brand of pet products includes veterinarian-formulated products, our Herbal Oasis THC Seltzer brand and our ATRx brand of natural functional mushroom support. To learn more about cbdMD and our comprehensive line of U.S. grown hemp products as well as our other brands, please visit www.cbdmd.com , www.pawcbd.com, www.herbaloasis.com, or ATRxlabs.com , follow cbdMD on Instagram and Facebook, or visit one of the thousands of retail outlets that carry cbdMD's products.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of U.S. federal securities laws. Forward-looking statements reflect management's current expectations and assumptions regarding future events and performance, and they involve risks and uncertainties. Actual results may differ materially from those expressed or implied in these statements due to various factors, including but not limited to compliance with continued NYSE American listing requirements and risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statements, except as required by applicable law.
Contact Information:
cbdMD, Inc.
Ronan Kennedy
Chief Executive Officer and Chief Financial Officer
IR@cbdmd.com
(704) 445-3064
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SOURCE cbdMD, Inc.