ycbd20251231

ycbd20251231_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

	For the quarterly period ended December 31, 2025

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

	For the transition period from __________________ to _______________

Commission file number 001-38299

cbdMD, INC.

(Exact Name of Registrant as Specified in its Charter)

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

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

704-445-3060

Registrant’s Telephone Number, Including Area Code

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
common	YCBD	NYSE American

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

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

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

10,495,561 shares of common stock are issued and outstanding as of February 17, 2026.

		Page No

PART I-FINANCIAL INFORMATION

ITEM 1.	Condensed Consolidated Financial Statements.	5

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

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

ITEM 4.	Controls and Procedures.	32

PART II - OTHER INFORMATION

ITEM 1.	Legal Proceedings.	33

ITEM 1A.	Risk Factors.	33

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

ITEM 3.	Defaults Upon Senior Securities.	33

ITEM 4.	Mine Safety Disclosures.	33

ITEM 5.	Other Information.	34

ITEM 6.	Exhibits.	34

	●	our history of losses, potential liquidity concerns, need to raise additional capital and our ability to continue as a going concern;
	●	our current capitalization limits our ability to make strategic or accretive acquisitions or attract new investors;
	●	our reliance to market to key digital channels;
	●	our ability to acquire new customers at a profitable rate;
	●	our ability to bring new and compelling dietary ingredients to market;
	●	our reliance on third party raw material suppliers and manufacturers;
	●	potential impact of tariffs; and
	●	our reliance on third party compliance with our supplier verification program and testing protocols.

	●	federal laws as well as FDA, FTC or DEA interpretation of existing regulation and pending federal executive order and law changes;
	●	state and local laws pertaining to regulated dietary ingredients (such as industrial hemp), beverages and their derivatives;
	●	costs to us for compliance with laws and the risks of increased litigation; and
	●	possible changes in the use of dietary ingredients (such as CBD).

	●	the risks for failing to maintain compliance with the continued listing standards of the NYSE American;
	●	the designations, rights and preferences of our Series B Convertible Preferred Stock and Series C Convertible Preferred Stock;
	●	the risks for the potential dilution from the conversion of our Series B and C Convertible Preferred Stock and the potential adjustment of conversion rights of such securities; and
	●	the risks for the potential dilution from our equity line of credit.


	*December 31,*		*September 30,*
	*2025*		*2025*
Assets

Current assets:
Cash and cash equivalents	$	3,387,933	$	2,261,242
Accounts receivable, net		1,117,642		1,040,887
Inventory, net		2,979,948		2,732,127
Inventory prepaid		164,637		214,795
Prepaid sponsorship		14,235		25,231
Prepaid expenses and other current assets		501,037		277,147
Total current assets		8,165,432		6,551,429

Other assets:
Property and equipment, net		388,018		277,377
Operating lease assets		532,746		703,934
Deposits for facilities		62,708		62,708
Intangible assets, net		1,933,220		2,124,502
Investment in other securities, noncurrent		700,000		700,000
Total other assets		3,616,692		3,868,521

Total assets	$	11,782,124	$	10,419,950

	*Three Months Ended December 31,*
	*2025*			*2024*

Gross Sales	$	5,016,904		$	5,113,476
Total Net Sales	$	5,016,904		$	5,113,476
Cost of sales	$	2,015,610		$	1,712,867
Gross Profit	$	3,001,294			3,400,609

Operating expenses	$	3,287,582		$	3,486,881
Loss from operations	$	(286,288	)	$	(86,272	)
Decrease in fair value of convertible debt	$	-		$	89,963
Interest income	$	3,157		$	11,404
(Loss) income before provision for income taxes	$	(283,131	)	$	15,095

Net (Loss) income	$	(283,131	)	$	15,095
Preferred dividends	$	41,471		$	1,000,501

Net Loss attributable to cbdMD, Inc. common shareholders	$	(324,602	)	$	(985,406	)

Net Loss per share:
Basic and Diluted loss per share	$	(0.04	)	$	(1.73	)
Weighted average number of shares Basic and Diluted:		9,003,951			569,008

	*Three Months Ended*
	*December 31,*
	*2025*			*2024*
Cash flows from operating activities:
Net (loss) income	$	(283,131	)	$	15,095
Adjustments to reconcile net loss to net cash used by operating activities:
Restricted stock expense	$	2,505		$	2,007
Issuance of stock for services	$	-		$	82,250
Intangibles amortization	$	191,282		$	191,267
Depreciation	$	54,160		$	106,740
(Decrease) in fair value of convertible debt	$	-		$	(89,963	)
Amortization of operating lease asset	$	171,188		$	41,131
Changes in operating assets and liabilities:
Accounts receivable	$	(76,755	)	$	(288,936	)
Inventory	$	(247,821	)	$	249,051
Prepaid inventory	$	50,158		$	(197,813	)
Prepaid expenses and other current assets	$	(212,894	)	$	(216,256	)
Accounts payable and accrued expenses	$	(276,942	)	$	(236,770	)
Operating lease liability	$	(185,214	)	$	-
Deferred revenue / customer deposits	$	1,000		$	24,248
Cash used by operating activities	$	(812,464	)	$	(317,949	)
Cash flows from investing activities:
Purchase of property and equipment	$	(164,802	)	$	(164,387	)
Cash flows from investing activities	$	(164,802	)	$	(164,387	)
Cash flows from financing activities:
Proceeds from issuance of Preferred stock	$	2,103,957		$	-
Cash flows from financing activities	$	2,103,957		$	-
Net (decrease) increase in cash	$	1,126,691		$	(482,336	)
Cash and cash equivalents, beginning of period	$	2,261,242		$	2,452,553
Cash and cash equivalents, end of period	$	3,387,933		$	1,970,217

	*2025*		*2024*

Non-cash financial/investing activities:
Issuance of shares for conversion of debt and accrued interest	$	-	$	718,490
Issuance of shares for service	$	-	$	82,250
Change in lease asset	$	-	$	1,164,652
Preferred dividends accrued but not paid	$	41,471	$	1,000,501

											*Additional*
	*Common Stock*				*Preferred Stock*						*Paid in*			*Accumulated*
	*Shares*		*Amount*		*Shares*			*Amount*			*Capital*			*Deficit*			*Total*
Balance, September 30, 2025		8,917,054	$	8,917		1,700,000		$	1,700		$	186,650,640		$	(179,435,150	)	$	7,226,107
Issuance of Common stock		4,716		5		-			-			(5	)		-			-
Issuance of stock options for share based compensation		-		-		-			-			2,505			-			2,505
ELOC commitment shares		40,000		40		-			-			(40	)		-			-
Preferred Stock issuance		-		-		1,000,000			1,000			2,102,957			-			2,103,957
Preferred stock conversion		1,108,790		1,109		(1,108,790	)		(1,109	)		-			-			-
Preferred dividend		-		-		-			-			-			(41,471	)		(41,471	)
Net Income		-		-		-			-			-			(283,131	)		(283,131	)
Balance, December 31, 2025		10,070,560	$	10,071		1,591,210		$	1,591		$	188,756,057		$	(179,759,752	)	$	9,007,966

									*Other*			*Additional*
	*Common Stock*				*Preferred Stock*				*Comprehensive*			*Paid in*			*Accumulated*
	*Shares*		*Amount*		*Shares*		*Amount*		*Income*			*Capital*			*Deficit*			*Total*
Balance, September 30, 2024		492,383	$	492		5,000,000	$	5,000	$	(7,189	)	$	184,033,012		$	(182,067,898	)	$	1,963,417
Issuance of Common Stock		1,000		1		-		-		-			(1	)		-			-
Issuance of restricted stock for share based compensation		-		-		-		-		-			2,007			-			2,007
Change in fair value of debt related to credit risk		-		-		-		-		(588	)		-			-			(588	)
Issuance of Common Stock, Convertible Notes		177,633		178		-		-		-			719,733			-			719,911
Issuance of Common Stock, GSS Agreement		21,875		22		-		-		-			82,228			-			82,250
Preferred dividend		-		-		-		-		-			-			(1,000,501	)		(1,000,501	)
Net Loss		-		-		-		-		-			-			15,095			15,095
Balance, December 31, 2024		692,891	$	693		5,000,000	$	5,000	$	(7,777	)	$	184,836,979		$	(183,053,304	)	$	1,781,591


	*December 31,*			*September 30,*
	*2025*			*2025*
Liabilities and shareholders' equity

Current liabilities:
Accounts payable	$	880,978		$	1,173,642
Accrued expenses	$	811,528		$	735,672
Deferred revenue	$	488,626		$	506,289
Operating leases – current portion	$	593,026		$	778,240
Total current liabilities	$	2,774,158		$	3,193,843

Total liabilities	$	2,774,158		$	3,193,843

Commitments and Contingencies (Note 10)

cbdMD, Inc. shareholders' equity:
Preferred stock, authorized 50,000,000 shares, $0.001
par value, 1,591,210 and 1,700,000 shares issued and outstanding, respectively		1,591			1,700
Common stock, authorized 150,000,000 shares, $0.001
par value, 10,070,560 and 8,917,054 shares issued and outstanding, respectively		10,071			8,917
Additional paid in capital	$	188,756,057		$	186,650,640
Accumulated deficit	$	(179,759,753	)	$	(179,435,150	)
Total cbdMD, Inc. shareholders' equity	$	9,007,966		$	7,226,107

Total liabilities and shareholders' equity	$	11,782,124		$	10,419,950

	December 31, 2025			September 30, 2025

Credit loss allowance - beginning of period	$	599,521		$	346,197
Credit loss provision		40,963			635,912
Write offs		(39,501	)		(382,588	)
Recoveries		-			-
Credit loss allowance - end of period	$	600,983		$	599,521

	*Three Months Ended December 31,*
	*2025*		*% of total*			*2024*		*% of total*

E-commerce sales	$	3,601,865		71.8	%	$	3,952,729		77.3	%
Wholesale sales	$	1,415,039		28.2	%	$	1,160,747		22.7	%
Total Net Sales	$	5,016,904		100.0	%	$	5,113,476		100.0	%

	*December 31,*			*September 30,*
	*2025*			*2025*
Finished Goods	$	1,718,812		$	1,577,309
Inventory Components		1,307,984			1,203,556
Inventory Reserve		(46,848	)		(48,738	)
Inventory prepaid		164,637			214,795
Total Inventory	$	3,144,585		$	2,946,922

SEC Form 10-Q filed by cbdMD Inc.