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): January 15, 2025

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 8.01 Other Events.

cbdMD, Inc. (the “Company”) issued a press release on January 15, 2025 disclosing that on January 14, 2025 the remaining outstanding Senior Secured Convertible Notes in the amount of approximately $56,000 were converted by the holders of such notes into shares of the Company’s common stock. As of January 14, 2025, the Company has issued and outstanding 6,262,833 shares of common stock. 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.

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_766366.htm

Exhibit 99.1

cbdMD Announces It has Fully Satisfied its Notes

Charlotte, North Carolina--(Newsfile Corp. – January 15, 2025) - 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 the Company has fully satisfied the accrued interest and principal associated with its Senior Secured Convertible Notes. As of January 14, 2025, there are 6,262,833 shares of the Company’s common stock issued and outstanding.

“The Notes have been instrumental in providing us with the working capital cushion needed over the past year. By the full conversion of the Notes into shares of our common stock ahead of their maturity date, we’ve strengthened our financial position, enhanced our cash reserves, and gained greater flexibility to allocate capital prudently toward driving profitable revenue growth. With this milestone, we are now debt-free, excluding accounts payable from normal operations, and remain committed to further optimizing our balance sheet and capital structure to support sustainable long-term growth,” said Ronan Kennedy, the Company’s CEO & CFO.

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 sleep aids and CBD drink products including our Herbal Oasis Social Tonic 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, potential need for additional working capital, regaining compliance with NYSE American continued listing standards, continued listing on the NYSE American, future profitability, 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 18, 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.

Contacts:

Investors:

cbdMD, Inc.

Ronan Kennedy

Chief Executive Officer and Chief Financial Officer

IR@cbdmd.com

(704) 445-3064