0001437749-26-004777
SEC filingcbdMD, Inc. (YCBD) owns and operates nationally recognized CBD brands including cbdMD, Paw CBD, Bluebird Botanicals, ATRx Labs functional mushrooms, and Oasis THC beverages, producing broad spectrum and full spectrum hemp-derived cannabinoid products distributed through e-commerce, third-party sites, distributors, and brick-and-mortar retailers. The company sources non-GMO U.S. hemp for tinctures, gummies, topicals, capsules, and pet products, emphasizing THC-free formulations and clinical claims. This S-1/A registers up to 2,000,000 shares of common stock for resale by Selling Shareholders C/M Capital Master Fund, LP and WVP Emerging Manager Onshore Fund, LLC - C/M Capital Series, underlying 1,000,000 shares of Series C Convertible Preferred Stock issued December 18, 2025 for $2,250,000 gross proceeds used for working capital and general corporate purposes. cbdMD received no proceeds from resales. As of February 2, 2026, 10,495,561 common shares outstanding on NYSE American, with Series C convertible at $1.13 per share post Letter Agreement amendment February 10, 2026, subject to 4.99% beneficial ownership limit and NYSE 19.99% exchange cap without shareholder approval. Recent Bluebird Botanicals acquisition adds $600,000 quarterly revenue potential amid legislative risks from 2026 THC limits. Auditor notes going concern uncertainty. Investment thesis centers on cbdMD's brand portfolio and acquisition strategy for growth despite dilution risks from preferred conversions and regulatory headwinds.