Cbdmd Inc美股招股说明书(2025-12-23版)

cbdMD, Inc.1,700,000 Shares of Common Stock This prospectus relates to the potential resale from time to time of up to 1,700,000 shares of our common stock (the“Shares”) by the selling shareholders identified herein (the “Selling Shareholders”). The Shares being offered by the SellingShareholders are issuable upon conversion of shares of our Series B Convertible Preferred Stock (“Series B Preferred Stock”), andpossible initial dividend payments, which were sold and issued to the Selling Shareholders pursuant to separate Preferred Stock Our common stock is listed on the NYSE American under the symbol “YCBD.” On December 18, 2025, the last reportedsales price of our common stock on the NYSE American was $1.93 per share. The Selling Shareholders and any broker-dealers or agents that are involved in selling the Shares may be deemed to be“underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received bysuch broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting You should read this prospectus and any prospectus supplement or amendment, together with additional informationdescribed under the headings “Where You Can Find More Information,” carefully before you invest in our securities. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading“Risk Factors”beginning on page 6 of this prospectus, and under similar headings in any NEITHERTHE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIESCOMMISSIONHAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE The date of this prospectus is December 23, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the SEC pursuant to which the SellingShareholders named herein may, from time to time, offer and sell or otherwise dispose of the securities covered by this prospectus.You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth onthe front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent tothe date of the document incorporated by reference, even though this prospectus is delivered or securities are sold or otherwisedisposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the Neither we nor the Selling Shareholders have authorized any dealer, salesman or other person to give any information orto make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon anyinformation or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute anoffer to sell or the solicitation of an offer to buy any of our securities other than the securities covered hereby, nor does thisprospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it We further note that the representations, warranties and covenants made in any agreement that is filed as an exhibit to anydocument that is incorporated by reference in the accompanying prospectus were made solely for the benefit of the parties to suchagreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be The information in this prospectus is accurate as of the date on the front cover. Information incorporated by reference intothis prospectus is accurate as of the date of the document from which the information is incorporated. You should not assume that Unless the context otherwise indicates, when used in this report, the terms the “Company,” “cbdMD, “we,” “us, “our” andsimilar terms refer to cbdMD, Inc., a North Carolina corporation, and our subsidiaries CBD Industries LLC, a North Carolinalimited liability company formerly known as cbdMD LLC, which we refer to as “CBDI”, Paw CBD, Inc., a North Carolinacorporation which we refer to as “Paw CBD” and cbdMD Therapeutics LLC, a North Carolina limited liability company which werefer to as “Therapeutics” and Proline Global, LLC a North Carolina limited liability company which we refer to as “Proline CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus includes forward-looking statements including, but not limited to, statements regarding our liquidity, All statements contained in this prospectus other than statements of historical facts, including but not limited to statementsregarding our future financial position, liquidity, business strategy, plans and objectives of management for future operations, areforward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,