8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 19, 2024

2101 Westinghouse Blvd., Suite A

Charlotte, NC 28273

(### 704)

445-3060

(Address and telephone number, including area code, of registrant’s principal executive offices)

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:

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined 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 check mark 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 19, 2024, cbdMD, Inc. (the “Company”) expanded the size of its Board of Directors from four to five members and appointed T. Ronan Kennedy as a director to fill the vacancy. Mr. Kennedy currently serves as the Company’s Chief Executive Officer and Chief Financial Officer. Mr. Kennedy will serve as a director with a term expiring at the Company’s annual meeting of shareholders in 2025. Mr. Kennedy will not serve on any committees. The Company’s Board of Directors has determined that Mr. Kennedy does not meet the requirements for independence under applicable Securities and Exchange Commission and NYSE American rules and standards. Currently three of the five members of the Company’s Board of Directors meet the requirements for independence. There are no arrangements or understandings pursuant to which Mr. Kennedy was appointed as a director, and there are no related party transactions between the Company and Mr. Kennedy reportable under Item 404(a) of Regulation S-K, except as otherwise disclosed in the Company’s Annual Report on Form 10-K/A for the year ended September 30, 2023 filed with the Securities and Exchange Commission on January 29, 2024 for compensation payable to Mr. Kennedy for serving as the Company’s Chief Executive Officer and Chief Financial Officer. In connection with his service as a director, Mr. Kennedy will not be entitled to compensation payable to the Company’s non-employee directors.

A copy of the press release announcing the appointment of Mr. Kennedy is attached hereto as Exhibit 99.1 and incorporated into this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

ex_760485.htm

Exhibit 99.1

cbdMD Announces Company’s CEO joins the Board of Directors

Charlotte, North Carolina--(Newsfile Corp. - December 23, 2024) - cbdMD, Inc. (NYSE American: YCBD) (NYSE American: YCBDpA), a leading and highly trusted CBD company known for its flagship brands cbdMD and Paw CBD, as well as its innovative functional mushroom brand ATRx Labs, today announced that T. Ronan Kennedy, the Company’s Chief Executive Officer and Chief Financial Officer, has been appointed to its Board of Directors. The appointment became effective on December 18, 2024, expanding the board to five members.

“Over the past two years, Ronan has demonstrated exceptional leadership in stabilizing the business and reshaping cbdMD into a leaner, more efficient organization,” said Scott Stephen, Chairman of cbdMD’s Board of Directors. “Under his stewardship, the Company has made tremendous progress in optimizing its cost structure, improving operational fundamentals, and positioning itself for long-term success. As we head into 2025 with a stronger cash position and exciting growth opportunities, we are thrilled to welcome Ronan to the Board, where we believe his strategic insight and deep understanding of the business will further enhance our ability to deliver value to shareholders.”

Ronan Kennedy brings a wealth of expertise in financial management and operational transformation. Since assuming his leadership role, he has been instrumental in driving cbdMD’s turnaround strategy, achieving substantial cost savings, improving profitability metrics, and laying the groundwork for future growth across its core and emerging product categories.

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, THC-free^1^CBD products, including NSF Certified for Sport® products, as well as our new Full Spectrum products. Our cbdMD brand currently includes high-grade, premium CBD products including CBD tinctures, CBD gummies, CBD topicals, CBD capsules, CBD bath bombs, CBD sleep aids and CBD drink mixes and an array of Farm Act compliant Delta 9 products. Our Paw CBD brand of pet products includes veterinarian-formulated products including tinctures, chews, topicals products in varying strengths, and our ATRx brand of natural functional mushroom support. To learn more about cbdMD and our comprehensive line of U.S. grown, THC-free^1^ CBD oil and Full Spectrum products as well as our other brands, please visit www.cbdmd.com, www.pawcbd.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 contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements can be identified using words such as ''should,'' ''may,'' ''intends,'' ''anticipates,'' ''believes,'' ''estimates,'' ''projects,'' ''forecasts,'' ''expects,'' ''plans,'' and ''proposes.'' These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict. You are urged to carefully review and consider any cautionary statements, including but not limited to expectations on our ability to continue as a going concern, increasing our revenues, continued cost reductions, potential need for additional working capital, regaining compliance with NYSE American continued listing standards, continued listing on the NYSE American, future profitability, development and sales of new products, and other disclosures, including the statements made under the heading "Risk Factors" in cbdMD, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 as filed with the Securities and Exchange Commission (the "SEC") on December 17, 2024, and our other filings with the SEC. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of cbdMD, Inc. and are difficult to predict. cbdMD, Inc. does not undertake any duty to update any forward-looking statements except as may be required by law. The information which appears on our websites and our social media platforms, including, but not limited to, Instagram and Facebook, is not part of this press release.

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