ycbd20260630

ycbd20260630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

	For the quarterly period ended June 30, 2026

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

	For the transition period from __________________ to _______________

Commission file number 001-38299

cbdMD, INC.

(Exact Name of Registrant as Specified in its Charter)

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

2101 Westinghouse Blvd., Suite A, Charlotte, NC		28273
Address of Principal Executive Offices		Zip Code

704-445-3060

Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

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	YCBD	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

11,205,045 shares of common stock are issued and outstanding as of August 13, 2026.

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TABLE OF CONTENTS

		Page No

PART I-FINANCIAL INFORMATION

ITEM 1.	Condensed Consolidated Financial Statements.	5

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	24

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk.	32

ITEM 4.	Controls and Procedures.	32

PART II - OTHER INFORMATION

ITEM 1.	Legal Proceedings.	33

ITEM 1A.	Risk Factors.	33

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	33

ITEM 3.	Defaults Upon Senior Securities.	33

ITEM 4.	Mine Safety Disclosures.	33

ITEM 5.	Other Information.	34

ITEM 6.	Exhibits.	34

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OTHER PERTINENT INFORMATION

Unless the context otherwise indicates, when used in this report, the terms the “Company,” “cbdMD,” “we,” “us,” “our” and similar terms refer to cbdMD, Inc., a North Carolina corporation formerly known as Level Brands, Inc., and our subsidiaries CBD Industries LLC, a North Carolina limited liability company formerly known as cbdMD LLC, which we refer to as “CBDI,” Paw CBD, Inc., a North Carolina corporation which we refer to as “Paw CBD,” Proline Global, LLC, a North Carolina limited liability company which we refer to as “Proline,” cbdMD Therapeutics LLC, a North Carolina limited liability company which we refer to as “Therapeutics,” and BB Botanicals, a North Carolina limited liability company which we refer to as “Bluebird.” In addition, “fiscal 2025” refers to the fiscal year ended September 30, 2025, “fiscal 2026” refers to the fiscal year ending September 30, 2026, “first quarter of 2025” refers to the three months ended December 31, 2024 and “first quarter of 2026” refers to the three months ended December 31, 2025, “second quarter of 2025” refers to the three months ended March 31, 2025, “second quarter of 2026” refers to the three months ended March 31, 2026, “third quarter of 2025” refers to the three months ended June 30, 2025, and “third quarter of 2026” refers to the three months ended June 30, 2026.

We maintain a corporate website at www.cbdmd.com. The information contained on our corporate website and our various social media platforms is not part of this report.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). These forward-looking statements include, but are not limited to, statements regarding our liquidity, capital resources and financial condition, path to profitability, ability to raise additional funds, impact of the implementation of the Act (defined below) on the Company’s results of operations and business, effect and advantages resulting from the equity line of credit (the “ELOC"), expectations from the acquisition of Bluebird Botanicals (“Bluebird”), innovation and product portfolio improvements, expectations from the President’s Medicare reimbursement program and CMS Beneficiary Engagement Incentive pathway, diversification of revenue and reduction in costs, our ability to respond to recent and pending legislative and regulatory developments affecting hemp-derived cannabinoid products, and our expectations regarding the outcome of any pending litigation or regulatory proceedings. Forward-looking statements are statements that are not historical facts and may include projections and estimates concerning the timing and success of specific products and services, our future production, revenues, income and capital spending and financing needs. These statements are generally identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms and similar expressions.

We intend that all forward-looking statements be subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include but are not limited to the risks described below. The following discussion should be read in conjunction with the risk factors set forth in Part II, Item 1A of this Quarterly Report and Part I, Item 1A of our 2025 10-K.

Material risks associated with our overall business, including:

	●	our history of losses, potential liquidity concerns, need to raise additional capital, substantial doubt about our ability to continue as a going concern, and reliance on our ELOC and other financing arrangements;
	●	our current capitalization limits our ability to make strategic or accretive acquisitions or attract new investors;
	●	our reliance on key digital marketing channels and our ability to effectively market to customers;
	●	our ability to acquire new customers at a profitable rate;
	●	our ability to bring new and compelling dietary ingredients to market;
	●	our reliance on third party raw material suppliers and manufacturers;
	●	potential impact of tariffs, trade restrictions, and supply chain disruptions on our raw materials and manufacturing costs;
	●	our reliance on key management personnel and our ability to attract and retain qualified employees;
	●	our ability to execute our business strategy, including expanding distribution channels, cultivating additional brands, pursuing strategic acquisitions, and responding to competitive pressures and market conditions;
	●	our ability to maintain and grow relationships with distributors and retail partners and expand into new distribution channels;
	●	our expectations regarding participation in the President's Medicare reimbursement program and similar government programs;
	●	our ability to successfully integrate acquired businesses, including the Bluebird acquisition, and realize anticipated synergies and benefits therefrom; and
	●	our reliance on third party compliance with our supplier verification program and testing protocols.

Material risks associated with regulatory environment for dietary ingredients, including but not limited to CBD, including:

	●	federal laws and regulatory compliance, as well as FDA, FTC, DEA or USDA interpretation of existing regulations, pending federal executive orders, recent and pending legislation, including the Continuing Appropriations Act of 2026 (H.R. 5371) (the “Act”);
	●	state and local laws pertaining to regulated hemp products or dietary ingredients (such as industrial hemp), beverages and their derivatives;
	●	costs to us for compliance with laws and regulations, risks of increased litigation, and the outcome of any pending regulatory proceedings
	●	acceptance of dietary ingredients, such as CBD or hemp-derived THC products; and
	●	our ability to successfully adapt our product portfolio in response to changes in laws and regulations, including the potential impact of the Act.

Material risks associated with the ownership of our securities, including:

	●	the risks for failing to maintain compliance with the continued listing standards of the NYSE American and the potential delisting of our common stock;
	●	the designations, rights and preferences of our Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and Series C Convertible Preferred Stock (the “Series C Preferred Stock”);
	●	the risks for the potential dilution from the conversion of our Series B and C Convertible Preferred Stock and the potential adjustment of conversion prices of such securities;
	●	our ability to access the ELOC with C/M Capital Master Fund, LP, the conditions to draw down thereunder, and the impact of future sales of common stock on existing stockholders; and
	●	the risk of potential dilution from our ELOC.

Readers should carefully review this report in its entirety, including the risks described in Part II, Item 1A of this report and in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 as filed with the Securities and Exchange Commission (the “SEC”) on December 19, 2025 (the “2025 10-K”), as amended on January 20, 2026, as well as our other filings with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which such statements are made. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in circumstances or any other reason after the date of this Quarterly Report.

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PART 1 – FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

cbdMD, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2026 AND SEPTEMBER 30, 2025

	(Unaudited)
	*June 30,*		*September 30,*
	*2026*		*2025*
Assets

Current assets:
Cash and cash equivalents	$	2,118,339	$	2,261,242
Accounts receivable, net		1,752,661		1,040,887
Inventory		3,278,436		2,732,127
Inventory prepaid		186,763		214,795
Prepaid sponsorship		21,161		25,231
Prepaid expenses and other current assets		339,162		277,147
Total current assets		7,696,522		6,551,429

Other assets:
Property and equipment, net		334,840		277,377
Operating lease assets		2,183,117		703,934
Deposits for facilities		62,708		62,708
Intangible assets, net		1,978,646		2,124,502
Goodwill		190,000		-
Investment in other securities, noncurrent		700,000		700,000
Total other assets		5,449,311		3,868,521

Total assets	$	13,145,833	$	10,419,950

See Notes to Condensed Consolidated Financial Statements

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cbdMD, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2026 AND SEPTEMBER 30, 2025

(continued)

	(Unaudited)
	*June 30,*			*September 30,*
	*2026*			*2025*
Liabilities and shareholders' equity

Current liabilities:
Accounts payable	$	1,492,250		$	1,173,642
Accrued expenses		587,767			735,672
Accrued dividends		71,031			-
Deferred revenue		570,251			506,289
Operating leases – current portion		350,949			778,240
Note payable		7,321			-
Total current liabilities		3,079,569			3,193,843

Long term liabilities:
Operating leases - long term portion		1,853,994			-
Total long term liabilities:		1,853,994			-

Total liabilities		4,933,563			3,193,843

Commitments and Contingencies (Note 10)

cbdMD, Inc. shareholders' equity:
Preferred stock, authorized 50,000,000 shares, $0.001
par value, 1,591,210 and 1,700,000 shares issued and outstanding, respectively		1,591			1,700
Common stock, authorized 150,000,000 shares, $0.001
par value, 11,118,820 and 8,917,054 shares issued and outstanding, respectively		11,119			8,917
Additional paid in capital		190,034,330			186,650,640
Accumulated deficit		(181,834,770	)		(179,435,150	)
Total cbdMD, Inc. shareholders' equity		8,212,270			7,226,107

Total liabilities and shareholders' equity	$	13,145,833		$	10,419,950

See Notes to Condensed Consolidated Financial Statements

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cbdMD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE Nine MONTHS ENDED June 30, 2026 and 2025

(Unaudited)

	*Three Months Ended June 30,*						*Nine Months Ended June 30,*
	*2026*			*2025*			*2026*			*2025*

Gross Sales	$	5,553,738		$	4,606,796		$	16,210,701		$	14,469,698
Total Net Sales		5,553,738			4,606,796			16,210,701			14,469,698
Cost of sales		2,516,204			1,775,709			6,914,955			5,278,638
Gross Profit		3,037,534			2,831,087			9,295,746			9,191,060

Operating expenses		4,168,011			3,735,773			11,513,299			10,667,834
Loss from operations		(1,130,477	)		(904,686	)		(2,217,553	)		(1,476,774	)
Decrease in fair value of convertible debt		-			-			-			87,380
Interest income, net		3,275			9,414			9,238			28,460
Loss before provision for income taxes		(1,127,202	)		(895,272	)		(2,208,315	)		(1,360,934	)

Net Loss		(1,127,202	)		(895,272	)		(2,208,315	)		(1,360,934	)
Preferred dividends		71,031			333,500			191,307			2,334,501

Net Loss attributable to cbdMD, Inc. common shareholders	$	(1,198,233	)	$	(1,228,772	)	$	(2,399,622	)	$	(3,695,435	)