ycbd20260128_pre14a.htm

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant	☒
Filedby a party other than the Registrant	☐

Check the appropriate box:

☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Under Rule 14(a)(12)

cbdMD, Inc.

(Name of Registrant as Specified in Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2026 Notice of Annual Meeting of Shareholders



March 30, 2026 11:00 A.M. EST	VIRTUALLY
	https://www.virtualshareholdermeeting.com/YCBD2026

At the cbdMD, Inc. 2026 Annual Meeting of the Shareholders (the “Annual Meeting”) you will be asked to vote on the following matters:

	❖	the election of seven directors;
	❖	the ratification of the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2026;
	❖	to approve an amendment to our articles of incorporation, as amended, as set forth in Appendix A attached to this proxy statement, at the discretion of the board of directors (the “Board”), to effect a reverse stock split of our issued and outstanding shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-ten (1:10), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board (the “Reverse Split Proposal”);
	❖	to approve, in accordance with NYSE American Company Guide Section 713, the issuance of shares of common stock upon the conversion of Series B Convertible Preferred Stock (the “Series B”) and accrued or potential dividend shares pursuant to those certain securities purchase agreements dated September 29, 2025 (“Series B Purchase Agreements”) with four institutional investors (the “Series B Investors”), without giving effect to the exchange cap in the Series B Purchase Agreements, which may result in the issuance of more than 20% of the Company’s outstanding common stock immediately prior to such issuance, potentially resulting in significant dilution to existing shareholders (the “Series B 20% Issuance Proposal”);
	❖	to approve, in accordance with NYSE American Company Guide Section 713, the issuance of shares of common stock, upon the conversion of Series C Convertible Preferred Stock (the “Series C”) and accrued or potential dividend shares pursuant to those certain securities purchase agreements dated December 18, 2025 (“Series C Purchase Agreements”) with two institutional investors (the “Series C Investors”), without giving effect to the exchange cap in the Series C Purchase Agreements, which may result in the issuance of more than 20% of the Company’s outstanding common stock immediately prior to such issuance, potentially resulting in significant dilution to existing shareholders (the “Series C 20% Issuance Proposal”);
	❖	to approve, in accordance with NYSE American Company Guide Section 713, the issuance of shares of the Company’s common stock pursuant to that certain securities purchase agreement dated December 15, 2025 (the “ELOC Agreement”) with C/M Capital Master Fund, LP, establishing an equity line of credit under which the Company may sell shares of common stock to C/M Capital Master Fund, LP from time to time in its sole discretion, without giving effect to the exchange cap in the ELOC Agreement, which may result in the issuance of more than 20% of the Company’s outstanding common stock immediately prior to such issuance (the “ELOC 20% Issuance Proposal”);
	❖	to approve the 2025 Equity Compensation Plan (the “2025 Plan”);
	❖	to consider and vote upon a proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve any proposal (the “Adjournment Proposal”); and
	❖	any other business as may properly come before the meeting.

The Board has fixed the close of business on February 2, 2026 as the record date for determining the common shareholders, Series B shareholders and Series C shareholders that are entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. Only holders of common stock as of the record date are entitled to vote at the Annual Meeting. The Series B shareholders and Series C shareholders are not entitled to vote at the Annual Meeting but are entitled to notice thereof.

The Annual Meeting will be a completely “virtual” meeting of shareholders. To participate in our annual meeting, including casting your vote during the meeting, access the meeting website at https://www.virtualshareholdermeeting.com/YCBD2026 and enter your control number and other shareholder information provided in your proxy materials. Technical support will be available beginning 30 minutes prior to the meeting and throughout the virtual meeting. If you attend the meeting virtually, you may revoke your proxy prior to its exercise and vote virtually at the meeting.

Your vote is important regardless of the number of shares you own. Please vote by proxy over the Internet or by mail, by telephone or by facsimile.

	By order of the board of directors
Charlotte, NC

[__], 2026	Scott Stephen
	Chairman

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting to be Held on March 30, 2026:

This proxy statement, along with our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 are available free of charge on our website www.cbdmd.com and through the SEC’s website www.sec.gov.

	Page
	No.
Proxy Summary	1
How to Vote	1
Annual Meeting Agenda and Voting Recommendations	2
General Information	3
Proposal 1 – Election of Directors	5
Proposal 2 – Ratification of the Appointment of Cherry Bekaert LLP	7
Proposal 3 – Reverse Split Proposal Approval	9
Proposal 4 – Series B 20% Issuance Proposal	15
Proposal 5 – Series C 20% Issuance Proposal	16
Proposal 6 – ELOC 20% Issuance Proposal	17
Proposal 7 – 2025 Plan Proposal	19
Proposal 8 – Adjournment Proposal	22
Other Matters	23
Dissenter’s Rights	23
Corporate Governance	23
Corporate Governance Framework	23
Board of Directors	23
Board Leadership Structure and Board’s Role in Risk Oversight	23
Board Committees	24
Shareholder Nominations	25
Compensation of Directors	25
Anti-Hedging Policies	26
Executive Compensation	26
Executive Officers	26
Key Employees	27
Summary Compensation Table	27
Executive Employment Agreements	27
2015 and 2021 Equity Compensation Plans
Securities Authorized for Issuance under Equity Compensation Plans	29
Outstanding Equity Awards at Year End	30
Pay Versus Performance Table	30
Principal Shareholders	31
Certain Relationships and Related Party Transactions	32
Shareholder Proposals to be Presented at the Next Annual Meeting	32
Availability of Annual Report on Form 10-K	33
Shareholders Sharing the Same Last Name and Address	33
Where You Can Find More Information	33

Appendix A – Articles of Amendment (Reverse Split)	A-1
Appendix B – Certificate of Designation of Series B Convertible Preferred Stock	B-1
Appendix C – Certificate of Designation of Series C Convertible Preferred Stock	C-1
Appendix D – 2025 Equity Compensation Plan	D-1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements are based on our current expectations and involve risks and uncertainties which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding actions to be taken in the future. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws and regulations. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those set forth in the section on forward-looking statements and in the risk factors in 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 11, 2025 (the “2025 10-K”).

ADDITIONAL INFORMATION

Unless the context otherwise indicates, when used in this proxy statement, the terms “cbdMD,” “we,” “us, “our” and similar terms refer to cbdMD, Inc., a North Carolina corporation, and our subsidiaries CBD Industries LLC, a North Carolina limited liability company formerly known as cbdMD LLC (“CBDI”), Paw CBD, Inc., a North Carolina corporation (“Paw CBD”) and cbdMD Therapeutics LLC, a North Carolina limited liability company (“Therapeutics”). In addition, “fiscal 2024” refers to the fiscal year ended September 30, 2024, “fiscal 2025” refers to the fiscal year ended September 30, 2025 and “fiscal 2026” refers to the fiscal year ending September 30, 2026.

Our corporate website address is www.cbdmd.com. We make available free of charge, through the Investor section of our website, annual reports on Form 10-K, including our 2025 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information which appears on our websites and our social media platforms is not part of this proxy statement.

Shareholders Should Read the Entire Proxy Statement

Carefully Prior to Returning Their Proxies

PROXY STATEMENT

FOR

2026 ANNUAL MEETING OF SHAREHOLDERS

PROXY SUMMARY

WHEN	ITEMS OF BUSINESS
March 30, 2026 at 11:00 A.M. EST	➢ the election of seven directors;

WHERE	➢ the ratification of the appointment of Cherry Bekaert LLP as our independent registered public accounting firm;

Virtual https://www.virtualshareholdermeeting.com/YCBD2026	➢ to approve an amendment to our articles of incorporation, as amended, at the discretion of the Board, to effect a reverse stock split of our issued and outstanding shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-ten (1:10), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board;

RECORD DATE February 2, 2026	➢ to approve, in accordance with NYSE American Company Guide Section 713, the issuance of shares of common stock in excess of the exchange cap under the Series B Purchase Agreements, upon conversion of outstanding shares of Series B Convertible Preferred Stock and any dividend shares that may be issued in respect thereof;

	➢ to approve, in accordance with NYSE American Company Guide Section 713, the issuance of shares of common stock in excess of the exchange cap under the Series C Purchase Agreements, upon conversion of outstanding shares of Series C Convertible Preferred Stock and any dividend shares that may be issued in respect thereof;

	➢ to approve, in accordance with NYSE American Company Guide Section 713, the issuance of shares of common stock in excess of the exchange cap in the ELOC Agreement with C/M Capital Master Fund, LP;

	➢ to approve the 2025 Equity Compensation Plan;

	➢ to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve any proposal; and

	➢ any other business as may properly come before the meeting.

HOW TO VOTE:


By calling 1-800-690-6903, toll free, in the United States or Canada	By voting online before the meeting at https://www.proxyvote.com By voting online at the meeting at: https://www.virtualshareholdermeeting.com/YCBD2026

By returning a properly completed, signed and dated proxy card

Virtual Meeting

The 2026 Annual Meeting will be a completely “virtual” meeting of shareholders. To participate in our annual meeting, including casting your vote during the meeting, access the meeting website at https://www.virtualshareholdermeeting.com/YCBD2026 and entering in your shareholder information provided on your ballot or proxy information previously mailed to you. If you attend the meeting virtually, you may revoke your proxy prior to its exercise and vote virtually at the meeting.

Interest of Officers and Directors in Matters to Be Acted Upon

Except in the election to our board of nominees set forth herein none of the officers or directors have any interest in any of the matters to be acted upon at the Annual Meeting.

ANNUAL MEETING AGENDA AND VOTING RECOMMENDATIONS

Proposal	Voting Recommendation	Page Reference
1. Election of seven directors.	☑FOR each nominee	5

2. Ratification of the appointment of Cherry Bekaert LLP as our independent auditors.	☑FOR	7

3. Approval of an amendment to our articles of incorporation, as amended, at the discretion of the Board, to effect a reverse stock split of our issued and outstanding shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-ten (1:10), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board.	☑FOR	9

4. Approval, in accordance with NYSE American Company Guide Section 713, of the issuance of shares of common stock in excess of the exchange cap in the Series B Purchase Agreements, upon conversion of outstanding shares of Series B Convertible Preferred Stock and potential dividend shares.	☑FOR	15

5. Approval, in accordance with NYSE American Company Guide Section 713, of the issuance of shares of common stock in excess of the exchange cap in the Series C Purchase Agreements, upon conversion of outstanding shares of Series C Convertible Preferred Stock and potential dividend shares.	☑FOR	16

6. Approval, in accordance with NYSE American Company Guide Section 713, of the issuance of shares of common stock in excess of the exchange cap in the ELOC Agreement, with C/M Capital Master Fund, LP.	☑FOR	17

7. Approval of the 2025 Equity Compensation Plan.	☑FOR	19

8. Adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve any proposal.	☑FOR	22

GENERAL INFORMATION

The accompanying proxy is solicited by the Board of cbdMD for use at our 2026 Annual Meeting of shareholders to be held on March 30, 2026 at 11:00 A.M. EST, or any adjournment or postponement thereof, for the purposes set forth in the accompanying notice of 2026 Annual Meeting of Shareholders.

This proxy statement and the accompanying proxy card are being mailed to owners of shares of our common stock, which is our only class of voting securities, in connection with the solicitation of proxies by the Board for all proposals at the Annual Meeting of Shareholders. The 2026 Annual Meeting will be in a virtual meeting format only. Shareholders may attend the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/YCBD2026 and entering the control number found on their proxy card or voting instruction form which shareholders previously received.

The date of this proxy statement is February [__], 2026, the approximate date on which this proxy statement and the enclosed proxy were first sent or made available to our shareholders. We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes.

In accordance with rules of the SEC, instead of mailing printed copies of our proxy materials to each shareholder of record, we are furnishing the proxy materials for the Annual Meeting by providing access to these documents on the Internet. A notice of Internet availability of proxy materials (the “Notice”) is being mailed to our shareholders on or about February [__], 2026. The Notice contains instructions for accessing and reviewing our proxy materials and submitting a proxy over the Internet. Our proxy materials were made available at www.proxyvote.com on the date that we first mailed or delivered the Notice. The Notice also contains instructions on how to request our proxy materials in printed form or by e-mail, at no charge. The Notice contains a control number that you will need to submit a proxy to vote your shares. We encourage shareholders to access our proxy materials electronically to reduce our impact on the environment.

Electronic access. To access our proxy statement and 2025 10-K electronically, please visit our corporate website at www.cbdmd.com.

Voting securities. Only our common shareholders of record as of the close of business on February 2, 2026, the record date (“Record Date”) for the 2026 Annual Meeting, will be entitled to vote at the meeting and any adjournment thereof. As of the Record Date, there were 10,495,561 shares of our common stock issued and outstanding, all of which are entitled to vote with respect to all matters to be acted upon at the 2026 Annual Meeting. Each common shareholder on the Record Date is entitled to one vote for each common share held.

Quorum and Vote Required. In accordance with our bylaws, as amended, the holders of one third of the shares entitled to vote at the meeting, and who are present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders, which is required in order to hold the 2026 Annual Meeting and conduct business. Presence may be in person or by proxy. You will be considered part of the quorum if you voted on the Internet, by telephone, by facsimile or by properly submitting a proxy card or voting instruction form by mail, or if you are present and vote at the 2026 Annual Meeting. Votes for and against, abstentions and “broker non-votes” will each be counted as present for purposes of determining the presence of a quorum.

Assuming the existence of a quorum, the affirmative vote of a plurality of the shares of our common stock present, either in person or represented by proxy, and entitled to vote at the 2026 Annual Meeting is required to elect directors (Proposal 1).

With respect to the ratification of Cherry Bekaert LLP as our independent registered public accounting firm (Proposal 2), assuming the existence of a quorum, the affirmative vote of a majority of the shares of our common stock present, either in person or represented by proxy, and entitled to vote at the 2026 Annual Meeting is required to decide such matter.

With respect to the proposal to grant discretionary authority to the Board to implement a reverse stock split (Proposal 3), assuming the existence of a quorum, the affirmative vote of a majority of the shares of our common stock present, either in person or represented by proxy, and entitled to vote at the 2026 Annual Meeting is required to decide such matter. If a quorum is not present in person or by proxy, the 2026 Annual Meeting may be adjourned until a quorum is obtained.

With respect to the approval of the issuance of shares of common stock in excess of the exchange cap in the Series B Purchase Agreements (Proposal 4), assuming the existence of a quorum, the affirmative vote of a majority of the shares of our common stock present, either in person or represented by proxy, and entitled to vote at the 2026 Annual Meeting is required to decide such matter. If a quorum is not present in person or by proxy, the 2026 Annual Meeting may be adjourned until a quorum is obtained.

With respect to the approval of the issuance of shares of common stock in excess of the exchange cap in the Series C Purchase Agreements (Proposal 5), assuming the existence of a quorum, the affirmative vote of a majority of the shares of our common stock present, either in person or represented by proxy, and entitled to vote at the 2026 Annual Meeting is required to decide such matter. If a quorum is not present in person or by proxy, the 2026 Annual Meeting may be adjourned until a quorum is obtained.

With respect to the approval of the issuance of shares of common stock in excess of the exchange cap in the ELOC Agreement (Proposal 6), assuming the existence of a quorum, the affirmative vote of a majority of the shares of our common stock present, either in person or represented by proxy, and entitled to vote at the 2026 Annual Meeting is required to decide such matter. If a quorum is not present in person or by proxy, the 2026 Annual Meeting may be adjourned until a quorum is obtained.

With respect to the approval of the 2025 Plan (Proposal 7), assuming the existence of a quorum, the affirmative vote of a majority of the shares of our common stock present, either in person or represented by proxy, and entitled to vote at the 2026 Annual Meeting is required to decide such matter. If a quorum is not present in person or by proxy, the 2026 Annual Meeting may be adjourned until a quorum is obtained.

With respect to the Adjournment Proposal (Proposal 8) the affirmative vote of a majority of our shares of common stock present, either in person or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting is required to decide Proposal 8.

Abstentions are counted toward the calculation of a quorum and will have the same effect as a vote against a proposal. If you are a beneficial owner whose shares are held of record by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker, bank or other nominee does not have discretionary authority to vote. This is called a “broker non-vote.” Proxies returned by brokerage firms for which no voting instructions have been provided by the beneficial owners will count towards the quorum. A broker or other nominee holding shares for a beneficial owner may generally vote on routine matters, but not non-routine matters, without receiving voting instructions. The uncontested election of directors (Proposal 1), the Series B 20% Issuance Proposal (Proposal 4), the Series C 20% Issuance Proposal (Proposal 5), the ELOC 20% Issuance Proposal (Proposal 6), the 2025 Plan Proposal (Proposal 7) and the Adjournment Proposal (Proposal 8) are each considered a non-routine matter. If your shares are held by a broker or nominee and you do not provide such voting instructions, your shares will not be voted FOR such proposals. If your shares are held by a broker or nominee and you do not provide such voting instructions, your shares will not be voted on these proposals. The ratification of the selection of the independent registered public accounting firm (Proposal 2) and the Reverse Split Proposal (Proposal 3) are considered routine matters. Please provide instructions to your brokers or nominee on how to vote your shares.

Communications with our board of directors. You may contact any of our directors by writing to them c/o cbdMD, Inc., 2101 Westinghouse Blvd., Suite A, Charlotte, NC 28273. Each communication should specify the applicable director or directors to be contacted as well as the general topic of the communication. We may initially receive and process communications before forwarding them to the applicable director. We generally will not forward to the directors a shareholder communication that is determined to be primarily commercial in nature, that relates to an improper or irrelevant topic, or that requests general information about cbdMD. Concerns about accounting or auditing matters or communications intended for non-management directors should be sent to the attention of the Chairman of the Audit Committee at the address above. Our directors may at any time review a log of all correspondence received by cbdMD that is addressed to the independent members of the Board and request copies of any such correspondence.

Who can help answer your questions? If you have additional questions after reading this proxy statement, you may seek answers to your questions by writing, calling or emailing:

T. Ronan Kennedy

Chief Executive Officer

Chief Financial Officer

cbdMD, Inc.

2101 Westinghouse Blvd., Suite A

Charlotte, NC 28273

Telephone: (704) 445-3064 (direct)

email: IR@cbdmd.com

PROPOSAL 1: ELECTION OF DIRECTORS

The Board, upon recommendation by the Compensation, Corporate Governance and Nominating Committee, has nominated the following seven individuals for election as directors, each to hold office until the 2027 annual meeting of shareholders or until their successor has been duly elected and qualified. All of the nominees include our current directors, all of whom are standing for re-election.

Scott G. Stephen Age 60 Director since 2019 ● Chairman of the Board of Directors		Professional Background and Qualifications Mr. Stephen has been a member of the Board since April 2019 and Chairman since June 2022. Mr. Stephen has served as Chief Growth Officer of Guaranteed Rate Inc., a U.S. residential mortgage company headquartered in Chicago, IL, since February 2012. Mr. Stephen also serves as President of Guaranteed Rate Insurance and Ravenswood Title, affiliates of Guaranteed Rate Inc. From 2003 until 2012, he was employed by Playboy Enterprises, Inc., a leading men’s global entertainment and lifestyle company, serving in a variety of positions including Chief Operations Officer, Executive Vice President, Playboy Print/Digital Group and Executive Vice President and General Manager of Playboy Digital Media. From 1999 to 2003, Mr. Stephen was employed by Yesmail, Inc., an online relationship marketing company, serving as Chief Operating Officer and Vice President of Client Services and Operations. Mr. Stephen received a Bachelor of Business Administration in Finance from the University of Notre Dame and a Master of Management in Marketing and Organizational Behavior from the Kellogg School of Management at Northwestern University. We selected Mr. Stephen to serve on the Board because of his executive leadership positions, his positions with Guaranteed Rate Inc. and Playboy Enterprises and his extensive business background.

Bakari Sellers Age 41 Director since 2017 ● Chairman of the Compensation, Corporate Governance and Nominating Committee		Professional Background and Qualifications Mr. Sellers has been a member of the Board since March 2017. Mr. Sellers, an attorney, has been a member of the Strom Law Firm, LLC, in Columbia, South Carolina since 2007. Mr. Sellers is a former member of the South Carolina House of Representatives, where he represented the 90th District beginning in 2006, making history as the youngest member of the South Carolina state legislature and the youngest African American elected official in the nation. In 2014, he ran as the Democratic nominee for Lt. Governor of South Carolina. He has worked for United States Congressman James Clyburn and former Atlanta Mayor Shirley Franklin. Earning his undergraduate degree from Morehouse College, where he served as student body president, and his law degree from the University of South Carolina, Mr. Sellers has followed in the footsteps of his father, civil rights leader Cleveland Sellers, in his tireless commitment to service championing progressive policies to address issues ranging from education and poverty to preventing domestic violence and childhood obesity. He has served as a featured speaker at events for the National Education Association, College Democrats of America National Convention, the 2008 Democratic National Convention and, in 2007, delivered the opening keynote address to the AIPAC Policy Conference in Washington, DC. Mr. Sellers is also a political commentator at CNN. We selected Mr. Sellers because of his leadership experience, commitment to public policy and legal background.

William F. Raines, III Age 66 Director since 2019 ● Chairman of the Audit Committee		Professional Background and Qualifications Mr. Raines has been a member of the Board since April 2019. Since 2008, Mr. Raines has been employed by DataTech Global, LLC, a privately held technology company which focuses on online sales and marketing, serving as Chief Financial Officer from 2008 to 2012 and Chief Executive Officer since 2012. Mr. Raines has over 35 years of accounting and financial experience with a primary focus on financial control of operations, financial reporting, acquisitions and implementation of acquisition plans. Earlier in his career, from 1991 until 2006, Mr. Raines served in various capacities from Corporate Controller of Speedway Motorsports, Inc. (NYSE:TRK) to General Manager of SMI Properties, Inc., a subsidiary of Speedway Motorsports, Inc., and from 2009 until 2012, he was Chief Executive Officer and Chief Financial Officer of Intermark Brands, LLC, the manufacturer of Blu, an e-cigarette, and its related entities BLEC, LLC and QSN Technologies, LLC, which were subsequently sold to Lorillard Tobacco in 2012. Mr. Raines received a B.S. in Accounting from the University of Maryland in 1981. We selected Mr. Raines to serve on the Board because of his extensive technology, accounting and mergers and acquisitions experience.

Dr. Sibyl Swift Age 45 Director since 2022		Professional Background and Qualifications Dr. Swift has been a member of the Board since August 2022. Dr. Swift served as our Chief Science Officer & VP Regulatory Affairs and the co-chair of cbdMD Therapeutics, LLC, from March 2021 to August 2024. She initially joined our company as a Regulatory Consultant in Jan 2021. Prior to joining our company, from January 2020 to December 2020, Dr. Swift was the Senior Vice President for Scientific & Regulatory Affairs at the Natural Products Association. Dr. Swift served in multiple roles during her 5 years within the U.S. Food and Drug Administration's Office of Dietary Supplement Programs; the last role was the Associate Director for Research and Strategy. As Associate Director, Dr. Swift directed the office’s research portfolio and was responsible for ensuring alignment between its science, research, compliance, enforcement, and policy initiatives. Dr. Swift was also the co-chair of the Botanical Safety Consortium, a collaboration between scientists from government agencies, academia and industry. Dr. Swift earned her Ph.D. in Nutrition and M.S. in Kinesiology from Texas A&M University. She is currently a member of the American Society for Nutrition, the Global Retailer & Manufacturer Alliance (GRMA), the Natural Products Association (NPA) ComPLI Committee, and the Council for Federal Cannabis Regulation's (CFCR) SRAC. In keeping with the Company’s stated commitment to increase diversity on the Board, which it believes supports the Company’s core values and is an essential measure of sound governance and critical to a well-functioning board, the board of directors recognizes that Dr. Swift is a minority. We selected Dr. Swift to serve on the Board because of her significant experience in the dietary supplement industry, including her 5 years within the U.S. Food and Drug Administration's Office of Dietary Supplement Programs and her responsibilities at the FDA for ensuring alignment between its science, research, compliance, enforcement, and policy initiatives.

T. Ronan Kennedy Age 47 Director since December 2024		Professional Background and Qualifications Mr. Kennedy has served as our Chief Financial Officer since October 2020. On March 3, 2021, he was appointed to serve as our Chief Operating Officer. On March 1, 2023, he was appointed Interim Chief Executive Officer and resigned as Chief Operating Officer and was subsequently appointed full time Chief Executive Officer. Prior to joining cbdMD, he served as chief financial officer of AMV Holdings, LLC, a Mooresville, NC-based vaping and e-cigarette retailer, manufacturer and wholesaler from 2015 through October 2020. During his tenure, AMV grew from a nine-store regional chain to a platform of over 100 U.S. locations and a growing European footprint. Following the passing of the Farm Bill in late 2018, Mr. Kennedy assisted AMV expand into the manufacturing and retailing of CBD products. Prior to his role at AMV, Mr. Kennedy spent nine years at Meriturn Partners, LLC, a Raleigh, NC-based middle-market private equity firm focused on acquiring and advising middle-market companies, where he was a Principal. In his role with Meriturn Partners, LLC, Mr. Kennedy led all facets of transactions, including due diligence, financial analysis and capital raising and in 2014, helped lead Meriturn’s original acquisition of AMV’s predecessor. Since 2014, Mr. Kennedy has also provided independent advisory and consulting services with select organizations and his engagements have included leading the financial analysis on sale-side engagements, assistance in negotiating a $40 million sale to a strategic buyer, advising secured creditors through restructuring of a restaurant group, and serving as a co- trustee for a specialty pharmaceutical company. From 2001 to 2004, Mr. Kennedy held engineering and manufacturing roles with Visteon Corporation, a $16 billion Tier 1 automotive supplier. Mr. Kennedy received a B.S. in Mechanical Engineering from Virginia Polytechnic Institute & State University and a M.B.A. from the Fuqua School of Business, Duke University. Mr. Kennedy previously served on the Board of Directors of Nexus Capital Real Estate Inc., a Rochester, NY-based real estate investment firm. We selected Mr. Kennedy to serve on the Board because of his extensive knowledge of the CBD industry and the Company’s business operations.

Jeffrey Porter Age 66 Director since April 2025		Professional Background and Qualifications Mr. Porter has been a member of the Board since April 2025. Mr. Porter has served as an Investment Advisor of Porter Capital Management Investment Adviser since April 1992. Prior to Porter Capital, Mr. Porter was an investment banker at Kidder Peabody and founder and general partner of J. Porter & Co. Mr. Porter has also served on a number of public boards including Capital Bancorp. Mr. Porter is a graduate of Duke University where he graduated Magna Cum Laude. We selected Mr. Porter to serve on the Board because of his financial experience as well as experience with merger and acquisitions and capital markets.

Kevin Roe Age 53 Director since April 2025		Professional Background and Qualifications Mr. Roe has been a member of the Board since April 2025. Mr. Roe has served as vice president of sales for Digital Wildcatters – Software since September 2023 where he leads the go to market and sales strategy for their AI platform. From August 2022 to September 2023, Mr. Roe served as vice president of sales for Oracle focused on AI and machine learning. From February 2017 to August 2022, Mr. Roe served as co-founder and president of Finny Innovations. Mr. Roe also was founder and managing director of Boulder Ventures, LLC, an investment fund with a portfolio focused on real estate, technology, energy and biotechnology. Mr. Roe holds a BBA from the University of Colorado, Boulder. We selected Mr. Roe to serve on the Board because of his business experience and technology and sales leadership experience.

There are no family relationships between any of the executive officers and directors. The Board has determined that each of Messrs. Sellers, Raines, Stephen, Porter and Roe will be independent directors within the meaning of Section 803 of the NYSE American Company Guide. Mr. Kennedy was deemed not independent as a result of being an executive officer of the Company. Dr. Swift was deemed not independent as a result of being an employee of the Company from March 2021 to August 2024.

Recommendation of the Board

☑	The Board recommends a vote “FOR” the election of Mr. Stephen, Mr. Sellers, Mr. Raines, Mr. Kennedy, Dr. Swift, Mr. Porter and Mr. Roe to the board of directors.

PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF CHERRY BEKAERT LLP

The Audit Committee has appointed Cherry Bekaert LLP (“Cherry Bekaert”) as our independent registered public accounting firm to audit our consolidated financial statements for fiscal 2026. We have invited representatives of Cherry Bekaert to attend the 2026 Annual Meeting. Although shareholder ratification of the appointment of our independent auditor is not required by our bylaws or otherwise, we are submitting the selection of Cherry Bekaert to our common shareholders for ratification to permit our common shareholders to participate in this important corporate decision. If not ratified, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select a different independent auditor for our company. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if the Audit Committee determines that such a change would be in our best interests.

Recommendation of the Board

☑	The Board recommends a vote “FOR” this Proposal 2.

Fees

The following table shows the fees that were billed for the audit and other services provided for fiscal 2025 and fiscal 2024:

	Fiscal 2025		Fiscal 2024

Audit Fees	$	243,097	$	231,653
Audit Related Fees	$	46,986	$	27,289
Tax Fees	$	37,850	$	39,200
All other Fees		-		-
Total	$	327,933	$	298,142

Audit Fees — This category includes the audit of our annual financial statements and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or because of, the audit or the review of interim financial statements.

Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC, other SEC filings and other accounting consulting.

Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

Pre-Approval Policy

Our board of directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Audit Committee of the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Audit Committee of the Board. The audit and tax fees paid to the auditors with respect to the fiscal 2025 and fiscal 2024 were approved by the Audit Committee of the Board.

Report of the Audit Committee of the Board of Directors

The primary function of the Audit Committee is to assist the Board in its oversight of our financial reporting processes. Management is responsible for the preparation, presentation and integrity of the financial statements, including establishing accounting and financial reporting principles and designing systems of internal control over financial reporting. Our independent auditors are responsible for expressing an opinion as to the conformity of our consolidated financial statements with generally accepted accounting principles.

With respect to fiscal 2025, in addition to its other work, the Audit Committee:

●

reviewed and discussed with management and Cherry Bekaert, our independent registered public accounting firm for the fiscal year ended September 30, 2025, our audited consolidated financial statements as of September 30, 2025 and the fiscal year then ended;

●

discussed with Cherry Bekaert the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees,” as amended, with respect to its review of the findings of the independent registered public accounting firm during its examination of our financial statements; and

●

received from Cherry Bekaert written affirmation of its independence as required by the Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees.” In addition, the Audit Committee discussed with Cherry Bekaert, its independence and determined that the provision of non-audit services was compatible with maintaining auditor independence.

The Audit Committee recommended, based on the review and discussion summarized above, that the board of directors include the audited consolidated financial statements in the 2025 10-K for filing with the SEC.

	Audit Committee of the board of directors of cbdMD, Inc.

	/s/ William F. Raines, III, Chairman
	/s/ Kevin Roe
	/s/ Scott G. Stephen

The above Audit Committee Report is not deemed to be “soliciting material,” is not “filed” with the SEC and is not to be incorporated by reference in any filings that the Company files with the SEC.

PROPOSAL 3: REVERSE SPLIT PROPOSAL

Overview

The Board has determined that it is advisable and in the best interests of the Company and its shareholders, for us to have the ability to amend our articles of incorporation (the “Reverse Split Amendment”) to effect a reverse stock split of our issued and outstanding shares of common stock at a specific ratio, ranging from one-for-two (1:2) to one-for-ten (1:10) (the “Approved Split Ratios”), to be determined by the Board (the “Reverse Split”). A vote for this Proposal 3 will constitute approval of the Reverse Split that, if and when authorized by the Board and effected by filing the Reverse Split Amendment with the Secretary of State of the State of North Carolina, will combine between 2 and 10 shares of our common stock into one share of our common stock. Holders of fractional shares will be entitled to receive, in lieu of any fractional share, one whole share (with fractional shares being rounded up to the next whole number). If implemented, the Reverse Split will have the effect of decreasing the number of shares of our common stock issued and outstanding. Because the number of authorized shares of our common stock will not be reduced in connection with the Reverse Split, the Reverse Split will result in an effective increase in the authorized number of shares of our common stock available for issuance in the future.

The Company and the Board currently have no immediate plans to implement a reverse split as of this filing date. The Board believes this proposal is a prophylactic measure with the potential to avoid significant cost and management distraction of a separate proxy solicitation should future events and dynamic market conditions require a reverse split. The Board approved and recommended seeking shareholder approval of the Reverse Split Amendment. Accordingly, shareholders are asked to approve the Reverse Split Amendment set forth in Appendix A to effect the Reverse Split consistent with those terms set forth in this Proposal 3, and to grant authorization to the Board to determine, in its sole discretion, whether or not to implement the Reverse Split, as well as its specific ratio within the range of the Approved Split Ratios. The text of Appendix A remains subject to modification to include such changes as may be required by the Secretary of State of the State of North Carolina and as the Board deems necessary or advisable to implement the Reverse Split.

If approved by the holders of our outstanding voting securities, the Reverse Split would be applied at an Approved Split Ratio selected by the Board prior to the one-year anniversary date of the Annual Meeting and would become effective upon the time specified in the Reverse Split Amendment as filed with the Secretary of State of the State of North Carolina. The Board reserves the right to elect to abandon the Reverse Split if it determines, in its sole discretion, that the Reverse Split is no longer in the best interests of us and our shareholders. Subject to approval of the Reverse Split Amendment through the approval of the Reverse Split, no further action on the part of our shareholders will be required to either implement or abandon the reverse stock split.

Purpose and Rationale for the Reverse Split

Continue to meet certain continued listing requirements of the NYSE American. Our common stock is traded on the NYSE American. To continue our listing on the NYSE American, we must comply with NYSE American rules. NYSE American Company Guide Section 1003(f)(v) provides that the NYSE American may delist a security when it sells for a substantial period of time at a low price per share. Our common stock has recently traded below $1.00 and on Record Date, the closing price was $[__].

Management and the Board have considered the potential harm to us and our shareholders should NYSE American delist our common stock from NYSE American. Delisting could adversely affect the liquidity of our common stock since alternatives, such as the OTC Bulletin Board and the pink sheets, are generally considered to be less efficient markets. An investor likely would find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our common stock on an over-the-counter market. Many investors likely would not buy or sell our common stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or for other reasons. The Board believes that the Reverse Split is a potentially effective means for us to increase the per share market price of our common stock and to avoid, or at least mitigate, the likely adverse consequences of our common stock being delisted from the NYSE American by producing the immediate effect of increasing the bid price of our common stock.

The Board strongly believes that the Reverse Split is necessary to maintain our listing on NYSE American. Accordingly, the Board has approved resolutions proposing the Reverse Split Amendment to effect the Reverse Split and directed that it be submitted to our shareholders for adoption and approval at the Annual Meeting.

Other Effects. The Board believes that the increased market price of our common stock expected as a result of implementing the Reverse Split could improve the marketability and liquidity of our common stock and will encourage interest and trading in our common stock. The Reverse Split, if effected, could allow a broader range of institutions to invest in our common stock (namely, funds that are prohibited from buying stock whose price is below a certain threshold), potentially increasing the trading volume and liquidity of our common stock. The Reverse Split could help increase analyst and broker’s interest in common stock, as their policies can discourage them from following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, a low average price per share of our common stock can result in individual shareholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher.

The Board does not intend for this transaction to be the first step in a series of plans or proposals to effect a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

In addition, because the number of authorized shares of our common stock will not be reduced, the Reverse Split will result in an effective increase in the authorized number of shares of our common stock. The effect of the relative increase in the amount of authorized and unissued shares of our common stock would allow us to issue additional shares of common stock in connection with future financings, employee and director benefit programs and other desirable corporate activities, without requiring our shareholders to approve an increase in the authorized number of shares of common stock each time such an action is contemplated.

The increase in authorized shares of our common stock will not have any immediate effect on the rights of existing shareholders. However, because our shareholders do not have any preemptive rights, future issuance of shares of common stock or securities exercisable for or convertible into shares of common stock could have a dilutive effect on our earnings per share, book value per share, and the voting rights of shareholders and could have a negative effect on the price of our common stock.

Disadvantages due to an increase in the number of authorized shares of common stock may include:

	●	Shareholders may experience further dilution of their ownership.
	●	Shareholders will not have any preemptive or similar rights to subscribe for or purchase any additional shares of common stock that may be issued in the future, and therefore, future issuances of common stock, depending on the circumstances, will have a dilutive effect on the earnings per share, voting power and other interests of our existing shareholders.
	●	The additional shares of common stock for which authorization is sought in this proposal would be part of the existing class of common stock and, if and when issued, would have the same rights and privileges as the shares of common stock presently outstanding.
	●	The issuance of authorized but unissued shares of common stock could be used to deter a potential takeover of the Company that may otherwise be beneficial to shareholders by diluting the shares held by a potential acquiror or issuing shares to a shareholder that will vote in accordance with the Board’s recommendations. However, the Board has no current intention to use the authorized shares for anti-takeover purposes. A takeover may be beneficial to independent shareholders because, among other reasons, a potential suitor may offer such shareholders a premium for their shares of stock compared to the then-existing market price. We do not have any plans or proposals to adopt provisions or enter into agreements that may have material anti-takeover consequences.

We have no specific plan, commitment, arrangement, understanding or agreement, either oral or written, regarding the issuance of common stock subsequent to this proposed increase in the number of authorized shares at this time, and we have not allocated any specific portion of the proposed increase in the authorized number of shares to any particular purpose. However, we have in the past conducted certain public and private offerings of common stock and warrants, and we will continue to require additional capital in the near future to fund our operations. As a result, it is foreseeable that we will seek to issue such additional shares of common stock in connection with any such capital raising activities, or any of the other activities described above. The Board does not intend to issue any common stock or securities convertible into common stock except on terms that the Board deems to be in the best interests of the Company and its shareholders. Any such issuances will be subject to applicable law, including NYSE American listing rules.

Risks of the Proposed Reverse Split

We cannot assure you that the proposed Reverse Split will increase the price of our common stock and have the desired effect of maintaining compliance with NYSE American.

If the Reverse Split is implemented, the Board expects that it will increase the market price of our common stock so that we are able to regain and maintain compliance with the NYSE American minimum bid price requirement. However, the effect of the Reverse Split upon the market price of our common stock cannot be predicted with any certainty, and the history of similar stock splits for companies in like circumstances is varied. It is possible that (i) the per share price of our common stock after the Reverse Split will not rise in proportion to the reduction in the number of shares of our common stock outstanding resulting from the Reverse Split, (ii) the market price per post-Reverse Split share may not remain in excess of a low price per share for a sustained period of time, or (iii) the Reverse Split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks.

Even if the Reverse Split is implemented, the market price of our common stock may decrease due to factors unrelated to the Reverse Split. In any case, the market price of our common stock will be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If the Reverse Split is consummated and the trading price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Split.

A decline in the market price of our common stock after the Reverse Split is implemented may result in a greater percentage decline than would occur in the absence of a reverse stock split.

If the Reverse Split is implemented and the market price of our common stock declines, the percentage decline may be greater than would occur in the absence of a reverse stock split. The market price of our common stock will, however, also be based upon our performance and other factors, which are unrelated to the number of shares of common stock outstanding.

The proposed Reverse Split may decrease the liquidity of our common stock.

The liquidity of our common stock may be harmed by the proposed Reverse Split given the reduced number of shares of common stock that would be outstanding after the Reverse Split, particularly if the stock price does not increase as a result of the Reverse Split.

Determination of the Ratio for the Reverse Split

If Proposal 3 is approved by shareholders and the Board determines that it is in the best interests of the Company and its shareholders to move forward with the Reverse Split, the Approved Split Ratio will be selected by the Board, in its sole discretion. However, the Approved Split Ratio will be within a range of one-for-two (1:2) to one-for-ten (1:10). In determining which Approved Split Ratio to use, the Board will consider numerous factors, including the historical and projected performance of our common stock, prevailing market conditions and general economic trends, and will place emphasis on the expected closing price of our common stock in the period following the effectiveness of the Reverse Split. The Board will also consider the impact of the Approved Split Ratios on investor interest. The purpose of selecting a range is to give the Board the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond to a changing corporate environment. Based on the number of shares of common stock issued and outstanding as of the Record Date, after completion of the Reverse Split and without giving effect to any adjustments for fractional shares, we will have between 2 and 10 shares of common stock issued and outstanding, depending on the Approved Split Ratio selected by the Board.

Principal Effects of the Reverse Split

After the effective date of the proposed Reverse Split, each shareholder will own a reduced number of shares of common stock. Except for adjustments that may result from the treatment of fractional shares as described below, the proposed Reverse Split will affect all shareholders uniformly and will not affect any shareholder’s percentage of ownership interest in the Company. Holders of fractional shares will be entitled to receive, in lieu of any fractional share, one whole share (with fractional shares being rounded up to the next whole number). The proportionate voting rights and other rights and preferences of the holders of our common stock will not be affected by the proposed Reverse Split (other than as a result of the rounding up of fractional shares). For example, a holder of 2% of the voting power of the outstanding shares of our common stock immediately prior to a Reverse Split would continue to hold approximately 2% of the voting power of the outstanding shares of our common stock immediately after such Reverse Split, subject to adjustments resulting from the rounding up of fractional shares.

The following table contains the approximate number of issued and outstanding shares of common stock, and the estimated per share trading price following a one-for-two (1:2) to one-for-ten (1:10) Reverse Split without giving effect to any adjustments for fractional shares of common stock or the issuance of any derivative securities, as of the Record Date.

After Each Reverse Split Ratio

	Current		1:2		1:10
Common Stock Authorized⁽¹⁾		150,000,000		150,000,000		150,000,000
Number of Shares of Common Stock Reserved for Issuance⁽²⁾		2,131,858		1,065,929		213,186
Number of Shares of Common Stock Authorized but Unissued and Unreserved		147,868,142		148,934,071		149,786,814
Price per share, based on the closing price of our Common Stock on the Record Date	$	[__]	$	[__]	$	[__]

(1)	The Reverse Split will not have any impact in the number of shares of common stock we are authorized to issue under our articles of incorporation, as amended.

(2)	Consists of:

	●	591,207 shares of common stock issuable upon the conversion of outstanding shares of Series B Convertible Preferred Stock currently convertible at $1.00 per share*;
	●	1,000,000 shares of common stock issuable upon the conversion of outstanding shares of Series C Convertible Preferred Stock currently convertible at $2.25 per share*;
	●	5,517 shares of common stock issuable upon the exercise of outstanding and unexercised options;
	●	4,233 shares of common stock issuable upon vesting of unvested RSU awards;
	●	5,901 shares of common stock issuable upon the exercise of outstanding warrants; and
	●	525,000 shares of common stock issuable under an earnout.

* Conversion price subject to adjustment following the Record Date.

After the effective date of the Reverse Split, our common stock would have a new CUSIP number, a number used to identify our common stock.

Our common stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The proposed Reverse Split will not affect the registration of our common stock under the Exchange Act. Our common stock would continue to be reported on NYSE under the symbol “YCBD.”

Effect on Outstanding Derivative Securities

The Reverse Split will require that proportionate adjustments be made to the conversion rate, the per share exercise price and the number of shares issuable upon the vesting, exercise or conversion of the following outstanding derivative securities issued by us, in accordance with the Approved Split Ratio (all figures are as of January 30, 2026 and are on a pre-Reverse Split basis), including 5,517 outstanding and unexercised options; 4,233 unvested RSU awards; 5,901 issued and outstanding warrants.

The adjustments to the above securities, as required by the Reverse Split and in accordance with the Approved Split Ratio, would result in approximately the same aggregate price being required to be paid under such securities upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise or conversion, immediately following the Reverse Split as was the case immediately preceding the Reverse Split.

Effect on Stock Option Plans

We have equity incentive plans designed primarily to provide stock-based incentives to employees pursuant to which we have issued stock options to purchase shares of the common stock, restricted stock units and value appreciation rights. In the event of a Reverse Split, the Board shall make appropriate adjustments to awards granted under the equity incentive plans. Accordingly, if the Reverse Split is approved by our shareholders and the Board decides to implement the Reverse Split, as of the effective date the number of all outstanding option grants, the number of shares issuable and the exercise price, as applicable, relating to options under our equity incentive plans, will be proportionately adjusted using the Reverse Split ratio. The Board has also authorized us to effect any other changes necessary, desirable or appropriate to give effect to the Reverse Split, including any applicable technical, conforming changes.

The terms of our outstanding stock options do not permit exercise for fractional shares. As such, the number of shares issuable under any individual outstanding stock option shall either be rounded up or down as provided for under the specific terms of our equity incentive plans. Commensurately, the exercise price under each stock option would be increased proportionately such that upon exercise, the aggregate exercise price payable by the optionee to us would remain the same. Furthermore, the aggregate number of shares currently available under our equity incentive plans for future stock options and other equity-based grants will be proportionally reduced to reflect the Reverse Split ratio.

Effect on our Series B Convertible Preferred Stock

Holders of shares our Series B stock do not have any voting rights, except as specifically required by North Carolina law or by our articles of incorporation, as amended. Each share of the Series B stock is convertible into common stock at a conversion price of $1.00 (which initially equals one share of our common stock for each share of preferred stock), subject to anti-dilution adjustments and price protection provisions, which may be triggered upon the issuance of common stock, options or convertible securities at a price below the then-applicable conversion price, and Alternate Conversion rights (as defined in the Series B Certificate of Designation) resulting from a Triggering Event (as defined in the Series B Certificate of Designation). The Series B stock accrues dividends at a rate of 10% per annum which are payable quarterly in shares of common stock, subject to the satisfaction of all Equity Conditions (as defined in the Series B Certificate of Designation), or in cash. If the Company fails to satisfy an Equity Condition, dividends shall be paid in cash. However, if North Carolina law prohibits the payment of dividends in cash, then the then Stated Value (as defined in the Series B Certificate of Designation) shall be increased by the dividends as reasonably determined by the Company and the holders of the Series B stock.

If the Company combines (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of common stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment shall become effective immediately after the effective date of such subdivision or combination. Whenever the Conversion Price is adjusted pursuant to any anti-dilution provision, we will deliver to each holder of Series B stock a notice setting forth the Conversion Price after such adjustment.

Effect on our Series C Convertible Preferred Stock

Holders of shares our Series C stock do not have any voting rights, except as specifically required by North Carolina law or by our articles of incorporation, as amended. Each share of the Series C stock is initially convertible into common stock at a conversion price of $2.25 (which initially equals one share of our common stock for each share of preferred stock), subject to anti-dilution adjustments and price protection provisions, which may be triggered upon the issuance of common stock, options or convertible securities at a price below the then-applicable conversion price, and Alternate Conversion rights (as defined in the Series C Certificate of Designation) resulting from a Triggering Event (as defined in the Series C Certificate of Designation). Further, upon the effectiveness of a registration statement registering the resale by the holders of the registrable securities, the conversion price shall equal the lower of (a) the original conversion price or (b) the closing price of the common stock on effective date of such registration statement, subject to a floor price of $0.65 per share. The Series C stock accrues dividends at a rate of 10% per annum which are payable quarterly in shares of common stock, subject to the satisfaction of all Equity Conditions (as defined in the Series C Certificate of Designation), or in cash. If the Company fails to satisfy an Equity Condition, dividends shall be paid in cash. However, if North Carolina law prohibits the payment of dividends in cash, then the then Stated Value (as defined in the Series C Certificate of Designation) shall be increased by the dividends as reasonably determined by the Company and the holders of the Series C stock.

If the Company combines (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of common stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment shall become effective immediately after the effective date of such subdivision or combination. Whenever the Conversion Price is adjusted pursuant to any anti-dilution provision, we will deliver to each holder of Series C stock a notice setting forth the Conversion Price after such adjustment.

Effective Date

The proposed Reverse Split would become effective on the date of filing of the Reverse Split Amendment with the office of the Secretary of State of the State of North Carolina. On the effective date, shares of common stock issued and outstanding and shares of common stock held in treasury, in each case, immediately prior thereto will be combined and converted, automatically and without any action on the part of our shareholders, into new shares of common stock in accordance with the Approved Split Ratio set forth in this Proposal 3. If the proposed Reverse Split Amendment is not approved by our shareholders, the Reverse Split will not occur.

Treatment of Fractional Shares

No fractional shares of common stock will be issued as a result of the Reverse Split. Holders of fractional shares will be entitled to receive, in lieu of any fractional share, the number of shares rounded up to the next whole number. The ownership of a fractional share interest following a reverse stock split will not give the holder any voting, dividend or other rights as to the fractional portion, except to receive one whole share (with fractional shares being rounded up to the next whole number).

Record and Beneficial Shareholders

If the Reverse Split is authorized by our shareholders and the Board elects to implement the Reverse Split, shareholders of record holding some or all of their shares of common stock electronically in book-entry form under the direct registration system for securities will receive a transaction statement at their address of record indicating the number of shares of common stock they hold after the Reverse Split. Non-registered shareholders holding common stock through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the consolidation than those that would be put in place by us for registered shareholders. If you hold your shares with such a bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.

If the Reverse Split is authorized by the shareholders and the Board elects to implement the Reverse Split, shareholders of record holding some or all of their shares in certificate form will receive a letter of transmittal, as soon as practicable after the effective date of the Reverse Split. Our transfer agent will act as “exchange agent” for the purpose of implementing the exchange of stock certificates. Holders of pre-Reverse Split shares will be asked to surrender to the exchange agent certificates representing pre-Reverse Split shares in exchange for post-Reverse Split shares. Until surrender, each certificate representing shares before the Reverse Split will continue to be valid and will represent the adjusted number of whole shares based on the Approved Split Ratio selected by the Board. No new post-Reverse Split share certificates will be issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Shareholders who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive whole shares of post-Reverse Split common stock.

SHAREHOLDERS SHOULD NOT DESTROY ANY PRE-SPLIT STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL THEY ARE REQUESTED TO DO SO.

Accounting Consequences

The par value per share of common stock would remain unchanged at $0.001 per share after the Reverse Split. As a result, on the effective date of the Reverse Split, the stated capital on our balance sheet attributable to the common stock will be reduced proportionally, based on the Approved Split Ratio selected by the Board, from its present amount, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share common stock net income or loss and net book value will be increased because there will be fewer shares of common stock outstanding. The shares of common stock held in treasury, if any, will also be reduced proportionately based on the Approved Split Ratio selected by the Board. Retroactive restatement will be given to all share and per-share amounts in the financial statements for all periods presented, and accordingly all such amounts will be shown on a post-split basis. We do not anticipate that any other accounting consequences would arise as a result of the Reverse Split.

No Appraisal Rights

Our shareholders are not entitled to dissenters’ or appraisal rights under the North Carolina Business Corporation Act with respect to this Proposal 3 and we will not independently provide our shareholders with any such right if the Reverse Split is implemented.

Material Federal U.S. Income Tax Consequences of the Reverse Split

The following is a summary of certain material U.S. federal income tax consequences of a Reverse Split to our shareholders. The summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practices as in effect on the date of this proxy statement. Changes to the laws could alter the tax consequences described below, possibly with retroactive effect. We have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the federal income tax consequences of a Reverse Split. This discussion only addresses shareholders who hold common stock as capital assets. It does not purport to be complete and does not address shareholders subject to special tax treatment under the Code, including, without limitation, financial institutions, tax-exempt organizations, insurance companies, dealers in securities, foreign shareholders, shareholders who hold their pre-reverse stock split shares as part of a straddle, hedge or conversion transaction, and shareholders who acquired their pre-reverse stock split shares pursuant to the exercise of employee stock options or otherwise as compensation. If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Accordingly, partnerships (and other entities treated as partnerships for U.S. federal income tax purpose) holding our common stock and the partners in such entities should consult their own tax advisors regarding the U.S. federal income tax consequences of the proposed Reverse Split to them. In addition, the following discussion does not address the tax consequences of the Reverse Split under state, local and foreign tax laws. Furthermore, the following discussion does not address any tax consequences of transactions effectuated before, after or at the same time as the Reverse Split, whether or not they are in connection with the Reverse Split.

In general, the federal income tax consequences of a Reverse Split will vary among shareholders depending upon whether they receive a whole share of common stock in the proposed Reverse Split in lieu of a fractional share or solely a reduced number of shares of common stock in exchange for their old shares of common stock. We believe that because the Reverse Split is not part of a plan to increase periodically a shareholder’s proportionate interest in our assets or earnings and profits, the Reverse Split should have the following federal income tax effects. The Reverse Split is expected to constitute a “recapitalization” for U.S. federal income tax purposes pursuant to Section 368(a)(1)(E) of the Code. A shareholder who receives solely a reduced number of shares of common stock will not recognize gain or loss, except for adjustments that may result from the treatment of fractional shares of common stock as described below. The aggregate tax basis of the shares received in the Reverse Split will equal the aggregate tax basis of the pre-Reverse Split shares exchanged therefore (increased by any income or gain recognized on receipt of a whole share in lieu of a fractional share). Except in the case of any portion of a share of common stock treated as a distribution or as to which a U.S. holder recognizes capital gain as a result of the treatment of fractional shares, discussed below, the U.S. holder’s holding period for the post-Reverse Split shares of common stock should include the holding period of the pre-Reverse Split shares of common stock surrendered. In the aggregate, such a shareholder's basis in the reduced number of shares of common stock will equal the shareholder’s basis in its old shares of common stock and such shareholder’s holding period in the reduced number of shares will include the holding period in its old shares exchanged. The Treasury Regulations provide detailed rules for allocating the tax basis and holding period of shares of common stock surrendered in a recapitalization to shares received in the recapitalization. Shareholders of our common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

The treatment of fractional shares of common stock being rounded up to the next whole share is uncertain. A U.S. holder that receives a whole share of common stock in the Reverse Split in lieu of a fractional share of common stock might recognize income, which may be characterized either as capital gain or as a dividend to the extent of the portion of our accumulated earnings and profits (if we have any) attributable to the rounded share. Any such taxable income would be in an amount not to exceed the excess of the fair market value of such whole share over the fair market value of the fractional share to which the U.S. holder was otherwise entitled. U.S. holders should consult their tax advisors regarding the U.S. federal income tax and other tax consequences of fractional shares being rounded to the next whole share (including the holding period of a post-Reverse Split share of common stock received in exchange for a fractional pre-Reverse Split share of common stock).

We will not recognize any gain or loss as a result of the proposed Reverse Split.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL U.S. INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE REVERSE SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.

Recommendation of the Board

☑	The Board recommends a vote “FOR” this Proposal 3.

PROPOSAL 4: SERIES B 20% ISSUANCE PROPOSAL

Overview

The Board approved and recommends that the Company’s shareholders adopt a proposal to approve, for purposes of NYSE American Company Guide Section 713, the potential issuance of more than 19.99% of shares of our common stock, upon the conversion of the Company’s Series B Convertible Preferred Stock issued on September 30, 2025 or payment of dividends.

Background and Reason for Request for Shareholder Approval of the Series B stock.

The following is a description of the Series B stock to which this Proposal 4 relates. Because our common stock is listed on the NYSE American, we are subject to NYSE American Guide Section 713, which requires shareholder approval prior to the issuance of common stock in any transaction or series of related transactions if the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. The issuance of our common stock upon the full conversion and full exercise, as applicable, of the Series B stock, would exceed 19.99% of our currently outstanding common stock.

Pursuant to the agreements under which the Series B stock was issued, we are obligated to seek shareholder approval of this Proposal 4. The Board believes that authorizing the additional shares of common stock is fair to and in the best interests of the Company and its shareholders after taking into account the capital received from the issuance of the Series B stock and the compliance with NYSE requirements.

The Series B Convertible Preferred Stock

The following description is a summary of the material terms of our Series B stock as currently in effect. This summary is subject to, and qualified in its entirety by, the rights, preferences, powers, and privileges of the Series B, set forth in the Series B Certificate of Designation, which was filed with the SEC as an exhibit to our Form 8-K filed with the SEC on October 6 , 2025 and attached as Appendix B to this proxy statement.

Effective September 30, 2025, the Company entered into the Series B Purchase Agreements dated September 29, 2025 with the Series B Investors whereby the Series B Investors were issued an aggregate of 1,700,000 shares of Series B stock in exchange for aggregate gross proceeds of $1,700,000.

On September 29, 2025, the Company filed a Certificate of Amendment to the Certificate of Incorporation, attached herein as Appendix B, (the “Series B Certificate of Designation”) designating 1,700,000 shares of the Company’s authorized preferred stock as Series B Convertible Preferred Stock, par value $0.001 per share. Each share of the Series B stock is initially convertible into common stock at a conversion price of $1.00, subject to anti-dilution adjustments and price protection provisions, which may be triggered upon the issuance of common stock options or convertible securities at a price below the then-applicable conversion price, and Alternate Conversion rights (as defined in the Series B Certificate of Designation) resulting from a Triggering Event (as defined in the Series B Certificate of Designation). The Series B stock accrues dividends at a rate of 10% per annum which are payable quarterly in shares of common stock, subject to the satisfaction of all Equity Conditions (as defined in the Series B Certificate of Designation), or in cash. If the Company fails to satisfy an Equity Condition, dividends shall be paid in cash. However, if North Carolina law prohibits the payment of dividends in cash, then the then Stated Value (as defined in the Series B Certificate of Designation) shall be increased by the amount of such unpaid dividends. The Series B stock is further subject to repricing adjustments upon the effectiveness of a registration statement wherein the conversion price shall equal the lower of the (a) original conversion price or (b) the closing price of the common stock on the effective date of such registration statement. Additionally, the Series B stock is subject to future financing exchange options upon any issuance by the Company, or subsidiaries, of any security with terms more favorable than those set forth in the Series B Certificate Designation.

With respect to dividends, distributions, liquidation, dissolution and winding up of the Company, the Series B stock ranks pari passu with the Series C stock and is senior to all other shares of the Company’s capital stock unless otherwise consented to by the holders of the Series B stock. The holders of Series B stock have no voting power and no right to vote, except as required by the North Carolina Business Corporations Act or with respect to matters affecting the preferences, rights, privileges or powers relating to the Series B stock. In addition, the Series B stock is subject to a beneficial ownership limitation which prohibits any holder from beneficially owning more than 4.99% of the shares of the Company’s common stock outstanding immediately following such conversion. The Series B Certificate of Designation contains various restrictive covenants and protective provisions, including restrictions on the Company’s ability to incur additional indebtedness, redeem capital stock, pay cash dividends, dispose of assets outside of the ordinary course of business or make certain issuances of securities. The complete rights, preferences and limitations of the Series B stock are set forth in the Series B Certificate of Designation which is attached as Appendix B to this proxy statement. As of the Record Date, there are [591,207] shares of Series B stock outstanding.

Effect of Vote in Favor of this Proposal

A vote in favor of approving an issuance of additional shares of our common stock exceeding 19.99% of our currently outstanding shares of common stock will allow us to issue the shares of our common stock underlying Series B stock upon conversion or exercise. A vote in favor of this Proposal 4 will not affect the rights of the current holders of our common stock. However, in the event that the Series B stock is converted, the issuance of the additional shares of our common stock is expected to create significant dilution in the relative percentage interests of our current shareholders. The outstanding Series B stock is currently convertible into up to 591,207 shares of common stock, although the actual amount may be higher in the future based on the provisions, including adjustment terms, set forth in the Series B Certificate of Designation.

Effect of Not Obtaining Required Vote for Approval of this Proposal

If we are unable to obtain approval for this Proposal 4, we will be unable to issue the shares of common stock underlying the Series B stock upon its conversion to the extent such issuance would exceed 19.99% of our then-currently issued and outstanding shares of common stock. Pursuant to the certain agreements entered into in connection with the Series B stock, if, despite our commercially reasonable best efforts, approval for this Proposal 4 is not obtained at the Annual Meeting, we are obligated to cause an additional meeting of our shareholders to be held as soon as possible. If, despite our reasonable best efforts, the approval for this Proposal 4 is not obtained after such subsequent shareholder meetings, we are obligated to cause an additional shareholder meeting to be held semi-annually thereafter until such shareholder approval is obtained. Accordingly, the Board believes that the failure to approve this Proposal 4 would cause the Company to incur significant cost and expense and would distract the Company’s management.

Recommendation of the Board

☑	The Board recommends a vote “FOR” this Proposal 4.

PROPOSAL 5: SERIES C 20% ISSUANCE PROPOSAL

Overview

The Board approved and recommends that the Company’s shareholders adopt a proposal to approve, for purposes of NYSE American Company Guide Section 713, the potential issuance of more than 19.99% of shares of our common stock, upon the conversion of the Company’s Series C Convertible Preferred Stock issued on December 19, 2025 or payment of dividends.

Background and Reason for Request for Shareholder Approval of the Series C Stock.

The following is a description of the Series C stock to which this Proposal 5 relates. Because our common stock is listed on the NYSE American, we are subject to NYSE American Guide Section 713, which requires shareholder approval prior to the issuance of common stock in any transaction or series of related transactions if the common stock has, or will have upon issuance, voting power equal to or in excess of 20 percent of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. The issuance of our common stock upon the full conversion and full exercise, as applicable, of the Series C stock, would exceed 19.99% of our currently outstanding common stock.

Pursuant to the agreements under which the Series C stock was issued, we are obligated to seek shareholder approval of this Proposal 5. The Board believes that authorizing the additional shares of common stock is fair to and in the best interests of the Company and its shareholders after taking into account the capital received from the issuance of the Series C and the compliance with NYSE requirements.

The Series C Convertible Preferred Stock

The following description is a summary of the material terms of our Series C stock as currently in effect. This summary is subject to, and qualified in its entirety by, the rights, preferences, powers, and privileges of the Series C, set forth in the Series C Certificate of Designation, which was filed with the SEC as an exhibit to our Form 10-K filed with the SEC on December 19, 2025 and attached as Appendix C to this proxy statement.

Effective December 18, 2025, the Company entered into the Series C Purchase Agreements dated December 18, 2025 with the Series C Investors whereby the Series C Investors were issued an aggregate of 1,000,000 shares of Series C stock in exchange for aggregate gross proceeds of $2,250,000.

On December 19, 2025, the Company filed a Certificate of Amendment to the Certificate of Incorporation, attached herein as Appendix C, (the “Series C Certificate of Designation”) designating 1,000,000 shares of the Company’s authorized preferred stock as Series C Convertible Preferred Stock, par value $0.001 per share. Each share of the Series C stock is initially convertible into common stock at a conversion price of: $2.25, subject to anti-dilution adjustments, which may be triggered upon the issuance of common stock, options or convertible securities at a price below the then-applicable conversion price, and Alternate Conversion rights (as defined in the Series C Certificate of Designation) resulting from a Triggering Event (as defined in the Series C Certificate of Designation). The Series C stock accrues dividends at a rate of 10% per annum which are payable quarterly in shares of common stock, subject to the satisfaction of all Equity Conditions (as defined in the Series C Certificate of Designation), or in cash. If the Company fails to satisfy an Equity Condition, dividends shall be paid in cash. However, if North Carolina law prohibits the payment of dividends in cash, then the then Stated Value (as defined in the Series C Certificate of Designation) shall be increased by the amount of such unpaid dividends. Further, the conversion price of the common stock is subject to adjustment on the effective date of the initial registration statement registering the shares of common stock issuable upon conversion of the Series C stock, equal to the lower of the (a) original conversion price or (b) the closing sale price of the common stock on the date prior to the effective date of such registration statement subject to a floor price of $0.65 per share, and repricing adjustments upon the effectiveness of any subsequent registration statement wherein the conversion price shall equal the lower of the (a) original conversion price or (b) the closing price of the common stock on the effective date of such registration statement. The closing price of the Company's common stock on the Record Date was $[__]. Additionally, the Series C stock is subject to future financing exchange options upon any issuance by the Company, or subsidiaries, of any security with terms more favorable than those set forth in the Series C Certificate Designation.

With respect to dividends, distributions, liquidation, dissolution and winding up of the Company, the Series C stock ranks pari passu with the Series B stock and is senior to all other shares of the Company’s capital stock unless otherwise consented to by the holders of the Series C stock. The holders of Series C stock have no voting power and no right to vote, except as required by the North Carolina Business Corporations Act or with respect to matters affecting the preferences, rights, privileges or powers of the Series C stock. In addition, the Series C stock is subject to a beneficial ownership limitation which prohibits any holder from beneficially owning more than 4.99% of the shares of the Company’s common stock outstanding immediately following such conversion. The Series C Certificate of Designation contains various restrictive covenants and protective provisions, including restrictions on the Company’s ability to incur additional indebtedness, redeem capital stock, pay cash dividends, dispose of assets outside of the ordinary course of business or make certain issuances of securities. The complete rights, preferences and limitations of the Series C stock are set forth in the Series C Certificate of Designation which is attached as Appendix C to this proxy statement. As of the Record Date, there are 1,000,000 shares of Series C stock outstanding.

Effect of Vote in Favor of this Proposal

A vote in favor of approving an issuance of additional shares of our common stock exceeding 19.99% of our currently outstanding shares of common stock will allow us to issue the shares of our common stock underlying Series C stock upon conversion or exercise. A vote in favor of this Proposal 5 will not affect the rights of the current holders of our common stock. However, in the event that the Series C stock is converted, the issuance of the additional shares of our common stock is expected to create significant dilution in the relative percentage interests of our current shareholders. The outstanding Series C stock is currently convertible into 1,000,000 shares of common stock, although the actual amount may be higher in the future based on the provisions, including adjustment terms, set forth in the Series C Certificate of Designation.

Effect of Not Obtaining Required Vote for Approval of this Proposal

If we are unable to obtain approval for this Proposal 5, we will be unable to issue the shares of common stock underlying the Series C stock upon its conversion to the extent such issuance would exceed 19.99% of our then-currently issued and outstanding shares of common stock. Pursuant to the certain agreements entered into in connection with the Series C stock, if, despite our commercially reasonable best efforts, approval for this Proposal 5 is not obtained at the Annual Meeting, we are obligated to cause an additional meeting of our shareholders to be held as soon as possible. If, despite our reasonable best efforts, the approval for this Proposal 5 is not obtained after such subsequent shareholder meetings, we are obligated to cause an additional shareholder meeting to be held semi-annually thereafter until such shareholder approval is obtained. Accordingly, the Board believes that the failure to approve this Proposal 5 would cause the Company to incur significant cost and expense and would distract the Company’s management.

Recommendation of the Board

☑	The Board recommends a vote “FOR” this Proposal 5.

PROPOSAL 6: ELOC 20% ISSUANCE PROPOSAL

Overview

The Board approved and recommends that the Company’s shareholders adopt a proposal to approve, for purposes of NYSE American Company Guide Section 713, the potential issuance of more than 19.99% of shares of our common stock, pursuant to the ELOC Agreement with C/M Capital Master Fund, LP.

Equity Line of Credit Transaction

On December 15, 2025, the Company entered into the ELOC Agreement, as amended, with C/M Capital Master Fund, LP, an accredited investor (the “ELOC Purchaser”). Pursuant to the ELOC Agreement, the Company agreed to sell, and the ELOC Purchaser agreed to purchase, up to $20 million (the “Available Amount”) of the Company’s common stock (the “Purchase Shares”), subject to a sale limit of 19.99% of the outstanding shares of the Company’s common stock in accordance with the rules of the NYSE American. The transactions contemplated by the ELOC Agreement were subject to the Company registering the ELOC Purchaser’s resale of the Purchase Shares on a registration statement to be filed with the SEC. Concurrent with the execution of the ELOC Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the ELOC Purchaser. Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement on Form S-1 with the SEC covering the resale of the shares of common stock sold under the ELOC on or before the 30th calendar day following the date of the Registration Rights Agreement and to use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC at the earliest practicable date, subject to limited exceptions described therein. The registration rights granted under the Registration Rights Agreement are subject to certain conditions and limitations and are subject to customary indemnification and contribution provisions.

In connection with entering into the ELOC Agreement, the Company agreed to immediately issue to the ELOC Purchaser 40,000 shares of common stock as commitment shares and thereafter an amount of shares equal to 0.5% of the Available Amount, which will be issued in a pro rata fashion simultaneously with the delivery of any and all Purchase Shares purchased under the ELOC Agreement. The Company does not have a right to commence any sales of common stock to the ELOC Purchaser under the ELOC Agreement until the time when all of the conditions to the Company’s right to commence sales of Purchase Shares to the ELOC Purchaser set forth in the ELOC Agreement have been satisfied, including that a registration statement covering the resale of the Purchase Shares is declared effective by the SEC and the final form of prospectus contained therein is filed with the SEC (the “Commencement Date”). At any time from and after the Commencement Date, on any business day on which the previous business day’s closing sale price of common stock was equal to or greater than $0.50 (the “Purchase Date”), the Company may direct the ELOC Purchaser to purchase a specified number of shares of common stock (a “Fixed Purchase”) not to exceed on any single business day the lesser of (i) $500,000 of shares of common stock or (ii) $10,000,000 in the aggregate of Fixed Purchases (as defined in the ELOC Agreement), at a purchase price equal to the lesser of 95% of (i) the lowest sale price of the common stock on the trading day immediately prior to such applicable Purchase Date or (ii) the daily volume weighted average price of the common stock for the five trading days immediately preceding the applicable Purchase Date for such Fixed Purchase.

In addition, at any time from and after the Commencement Date, on any business day on which the previous business day’s closing sale price of the common stock is equal to or greater than $0.50 and such business day is also the Purchase Date for a Fixed Purchase of an amount of shares of common stock not less than the applicable Fixed Purchase Share Limit (as defined in the ELOC Agreement) (the “VWAP Purchase Date”), the Company may also direct the ELOC Purchaser to purchase an additional number of shares of common stock (a “VWAP Purchase”) at a purchase price equal to the lesser of 95% of (i) the closing price of a share of common stock on the trading day immediately prior to such applicable Purchase Date and (ii) the lowest sale price on the VWAP Purchase date. If the Company makes certain issuances of its securities within a specified period of time after a Purchase Date and such securities are issued at prices (the “New Issuance Price”) less than the prices to be paid by the ELOC Purchaser in such Fixed Purchase or VWAP Purchase, the purchase price for such applicable Fixed Purchase or VWAP Purchase would be reduced to the New Issuance Price, subject to the terms and conditions set forth in the ELOC Agreement. Under the ELOC Agreement, in no event may the aggregate amount of Purchase Shares submitted in any single or combination of VWAP Purchase notices on a particular date require a payment from the ELOC Purchaser to us that exceeds $10,000,000, unless such limitation is waived by the ELOC Purchaser.

In no event shall the Company issue or sell any shares of common stock pursuant to the ELOC Agreement to the extent that after giving effect thereto, the aggregate number of shares of common stock that would be issued pursuant to the ELOC Agreement (including the Commitment Shares) would exceed 1,782,990 shares (such number of shares equal to 19.99% of the shares of common stock issued and outstanding immediately preceding the execution of the ELOC Agreement), subject to adjustment as set forth in the ELOC Agreement, unless and until the Company obtains the approval of the issuance of such shares by its shareholders in accordance with the applicable stock exchange rules.

In addition, the ELOC Purchaser is not obligated to buy any shares of common stock pursuant to the ELOC Agreement if such shares of common stock, when aggregated with all other common stock then beneficially owned by the ELOC Purchaser and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act, and Rule 13d-3 promulgated thereunder), would result in the Purchaser beneficially owning common stock in excess of 4.99% of the then-outstanding shares of common stock (the “Beneficial Ownership Limitation”), provided, however, the Purchaser may increase the beneficial ownership limitation up to 9.99% at its sole discretion upon 61 days’ prior written notice to the Company.

The net proceeds under the ELOC Agreement to the Company will depend on the frequency and prices at which the Company sells shares of its stock to the ELOC Purchaser. The Company expects that any proceeds received by the Company from such sales to the ELOC Purchaser will be used for working capital and other general corporate purposes.

The Company has the right to terminate the ELOC Agreement at any time, upon one business day’s notice, provided that the Company delivers to the ELOC Purchaser the full amount of commitment shares prior to the termination of the ELOC Agreement. During any “suspension event” under the ELOC Agreement, the Company may not initiate any regular or other purchase of shares by the ELOC Purchaser, until such event of default is cured. In addition, in the event of bankruptcy proceedings by or against the Company, the ELOC Agreement will automatically terminate in accordance with the terms of the ELOC Agreement.

Effect of Vote in Favor of this Proposal

If this proposal is approved, existing shareholders will suffer dilution in ownership interests as a result of the issuance of shares of common stock pursuant to the ELOC Agreement. For example, assuming the issuance of all of the Purchase Shares remaining to be sold under the ELOC Agreement, the ELOC Purchaser would collectively own approximately [__] shares of common stock, assuming the shares to be issued are sold at a price of $[__] per share (the closing price on the Record Date), without giving effect to a beneficial ownership limitation. Such shares would constitute approximately [__]% of the outstanding common stock as of the Record Date. Because the issuance price of the Purchase Shares may be adjusted, the number of shares that will actually be issued may be more or less than such number of shares. The ownership interest of the existing shareholders (other than the ELOC Purchaser) would be correspondingly reduced. The number of shares of common stock described above does not give effect to the future issuance of shares of common stock upon the exercise of outstanding options or warrants, or any other potential future issuances of common stock. The sale into the public market of these shares also could materially and adversely affect the market price of our common stock.

Effect of Not Obtaining Required Vote for Approval of this Proposal

If the shareholders do not approve this proposal, we will be unable to issue any Purchase Shares pursuant to the ELOC Agreement in an amount greater than 19.99% of the total number of shares of common stock outstanding immediately prior to the execution of the ELOC Agreement, which is a total of 1,782,990 shares. The Company has already issued 40,000 shares of common stock pursuant to the ELOC Agreement (which reduces the 1,782,990 shares to 1,742,990 shares allowed to be sold under the 19.99% limitation). Accordingly, if shareholder approval of this proposal is not obtained, we will need to seek alternative sources of financing, which financing may not be available on advantageous terms, or at all, and which may result in the incurrence of additional transaction expenses.

Our ability to successfully implement our business plans and ultimately generate value for our shareholders is dependent upon our ability to raise capital and satisfy our ongoing business needs. If we are unable to issue Purchase Shares pursuant to the ELOC Agreement, we may be unable to fully satisfy our ongoing business needs on the terms or timeline we anticipate, if at all, the effect of which could materially and adversely impact future operating results, and may result in the Company seeking liquidation or bankruptcy proceedings.

Recommendation of the Board.

☑	The Board recommends a vote “FOR” this Proposal 6.

PROPOSAL 7 – 2025 PLAN PROPOSAL

On November 28, 2025, the Board approved the 2025 Plan and recommended the approval of the 2025 Plan by our shareholders. The purpose of the 2025 Plan is to enable the Company to offer to its employees, officers, directors and consultants whose past, present and/or potential contributions to the Company and its subsidiaries have been, are or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. The 2025 Plan reserves 891,316 shares of our common stock for issuance pursuant to the terms of the plan upon the grant of plan options, restricted stock awards, or other stock-based awards granted under the 2025 Plan. The 2025 Plan also contains an “evergreen formula” pursuant to which the number of shares of common stock available for issuance under the 2025 Plan will automatically increase on October 1 of each calendar year during the term of the 2025 Plan, beginning with calendar year 2026, by an amount equal to 2% of the total number of shares of common stock outstanding on September 30 of such calendar year, up to a maximum of 300,000 shares. The terms and provisions of the 2025 Plan are summarized below, which summary is qualified in its entirety by reference to the 2025 Plan, a copy of which is attached as Appendix D to this proxy statement.

The 2025 Plan shall be administered by the Compensation, Corporate Governance and Nominating Committee of the Board (the “Committee”), the Board or any other committee designated by the Board. Such committee is comprised of independent members of the Board in accordance with the rules of the NYSE American LLC, the exchange on which our common stock is presently listed. The Committee will have the authority and responsibility to determine those individuals to whom stock awards or plan options will be granted, the terms and provisions of each such grants, the dates such grants will become exercisable, the number of shares subject to each grant, the purchase price of such shares and the form of payment of such purchase price. All decisions made by the Committee pursuant to the provisions of the 2025 Plan shall be made in the Committee’s sole discretion and shall be final and binding.

Grants Under the 2025 Plan

The 2025 Plan provides for the grant of restricted stock awards, deferred stock awards, incentive stock options (“ISOs”), and nonqualified stock options (“NSOs”). Awards may be made or granted to employees, officers, directors and consultants who are deemed to have rendered or to be able to render significant services to the Company or our subsidiaries and who are deemed to have contributed or to have the potential to contribute to the success of the Company. No ISOs may be granted to any person who is not an employee of the Company or a subsidiary at the time of grant. The recipient of any grant under the 2025 Plan, and the amount and terms of a specific grant, will be determined by the Committee. While grants under the 2025 Plan may be made to our employees prior to such time as the 2025 Plan is approved by our shareholders, any such grant, if made, will not vest or become exercisable, until such time as the 2025 Plan is approved by our shareholders.

Plan options under the 2025 Plan may either be options qualifying as ISOs under Section 422 of the Code, or NSOs that do not so qualify. Any plan option granted under the 2025 Plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of such grant, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our common stock must be at least 110% of such fair market value as determined on the date of the grant.

The term of each plan option will be fixed by the Committee; provided, however, that an ISO may be granted only within the 10-year period commencing from the date of adoption of the 2025 Plan by our board of directors and may only be exercised within 10 years of the date of grant, or five years in the case of an ISO granted to an optionee who, at the time of grant, owns shares of our common stock possessing more than 10% of the total combined voting power of all classes of stock of the Company. The exercise price per share of common stock purchasable under a plan option will be determined by the Committee at the time of grant.

Shares of restricted stock may be awarded either alone or in addition to other awards granted under the 2025 Plan. The Committee, subject to the Board’s authorization, if indicated, may determine the eligible persons to whom, and the time or times at which, grants of restricted stock will be awarded, the number of shares to be awarded, the price (if any) to be paid by the holder, the time or times within which such awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the awards. Restricted stock will constitute issued and outstanding shares of our common stock for all corporate purposes. The holder will have the right to vote such restricted stock, to receive and retain all regular cash dividends and other cash equivalent distributions as the Board may in its sole discretion designate, pay or distribute on such restricted stock and to exercise all other rights, powers and privileges of a holder of common stock with respect to such restricted stock, with the exceptions that (i) the holder will not be entitled to delivery of the stock certificate or certificates representing such restricted stock until the restriction period, if any, has expired and unless all other vesting requirements with respect thereto shall have been fulfilled; (ii) the Company will retain custody of the stock certificate or certificates representing the restricted stock during the restriction period; (iii) other than regular cash dividends and other cash equivalent distributions as the Board of directors may in its sole discretion designate, pay or distribute, we will retain custody of all distributions made or declared with respect to the restricted stock until such time, if ever, as the restricted stock with respect to which such retained distributions may be made, paid or declared has become vested; (iv) such award has not been forfeited.

Other stock-based awards may be awarded, subject to limitations under applicable law, that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of common stock, as deemed by the Committee to be consistent with the purposes of the 2025 Plan, including, without limitation, purchase rights, shares of common stock awarded which are not subject to any restrictions or conditions, or other rights convertible into shares of common stock and awards valued by reference to the value of securities of or the performance of specified subsidiaries. Other stock-based awards may be awarded either alone or in addition to or in tandem with any other awards under the 2025 Plan or any other plan of the Company. Each other stock-based award will be subject to such terms and conditions as may be determined by the Committee.

Effective Date, Amendment and Termination of the 2025 Plan

The 2025 Plan became effective on the date of its adoption by the Board. To the extent that the 2025 Plan authorizes the award of ISOs, the failure to obtain shareholder approval for the 2025 Plan by November 28, 2026 does not invalidate the 2025 Plan; provided, however, that (i) in the absence of such shareholder approval, ISOs may not be awarded under the 2025 Plan and (ii) any ISOs previously awarded under the 2025 Plan will automatically be converted into NSOs upon terms and conditions determined by the Committee to reflect, as nearly as is reasonably practicable in its sole determination, the terms and conditions of the ISOs so converted. The Board may at any time, and from time to time, amend alter, suspend or discontinue any of the provisions of the 2025 Plan, but no amendment, alteration, suspension or discontinuance may be made that would impair the rights of a holder of any outstanding grant or award under the 2025 Plan without the holder’s written consent. Unless otherwise terminated by the Board, the 2025 Plan will terminate 10 years from the effective date of the 2025 Plan.

Summary of Federal Tax Consequences

This summary is intended only as a general guide to the material U.S. federal income tax consequences of participation in the 2025 Plan and does not constitute tax advice. Participants should consult their own tax advisors regarding the specific tax consequences applicable to their individual circumstances. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or non-U.S. jurisdiction to which the participant may be subject. As a result, tax consequences for any particular participant may vary based on individual circumstances.

Incentive Stock Options

No taxable income is reportable when an ISO is granted or exercised, although the exercise may subject the participant to the alternative minimum tax or may affect the determination of the participant’s alternative minimum tax (unless the shares are sold or otherwise disposed of in the same year). If the participant exercises the option and then later sells or otherwise disposes of the shares acquired more than two years after the grant date and more than one year after the exercise date, the difference between the sale price and the exercise price will be taxed as capital gain or loss. If the participant exercises the option and then later sells or otherwise disposes of the shares before the end of the two or one year holding periods described above, he or she generally will have ordinary income at the time of the sale equal to the fair market value of the shares on the exercise date (or the sale price, if less) minus the exercise price of the option. For purposes of the alternative minimum tax, the difference between the option exercise price and the fair market value of the shares on the exercise date is treated as an adjustment item in computing the participant’s alternative minimum taxable income in the year of exercise. In addition, special alternative minimum tax rules may apply to certain subsequent disqualifying dispositions of the shares or provide certain basis adjustments or tax credits for alternative minimum tax purposes.

Nonqualified Stock Options

No taxable income is reportable when an NSO with a per share exercise price at least equal to the fair market value of a share of the underlying stock on the date of grant is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of the fair market value (on the exercise date) of the shares purc

SEC Form PRE 14A filed by cbdMD Inc.