Cbdmd公司2024年年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K/A(Amendment No. 1) (Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year endedSeptember 30, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from _________ to __________ Commission file number 001-38299 (Exact Name of Registrant as Specified in its Charter) 47-3414576I.R.S. Employer Former Name, Former Address and Former Fiscal Year, if Changed Since Last ReportSecurities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: Indicate by check mark if the registrant is a well-known seasonal issuer, as defined in Rule 405 of theSecurities Act. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section15(d) of the Act. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period thatthe registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding12 months (or for such shorter period that the registrant was required to submit such files). Yes☐No☐ Table of Contents 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 “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previously issuedfinancial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☐ State the aggregate market value of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was sold, or the average bid and asked prices ofsuch common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.$2,832,040 on March 31, 2024. APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of thelatest practicable date. 5,539,124 shares of common stock are issued and outstanding as of December 16, 2024. Table of Contents EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends our Annual Report on Form 10-Kfor the fiscal year ended September 30, 2024 (the “2024 10-K”), originally filed with the Securities andExchange Commission on December 18, 2024 (the “Original Filing”). We are filing this Amendment to amendPart III of the Original Filing to include the information required by and not included in Part III of the OriginalFiling because we no longer intend to file a definitive proxy statement which involves the election of directorswithin 120 days of the end of our fiscal year ended September 30, 2024. The information required by Part IIIwas previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, whichpermits the information in Part III to be incorporated in the Form 10-K by reference from a definitive proxystatement which involves the election of directors if such statement is filed no later than 120 days after the end ofour fiscal year. Part IV of the Original Filing is being amended solely to add as exhibits certain new certifications byour co-principal executive officers and our principal financial offic