cbdMD Inc美股招股说明书(2026-01-14版)

cbdMD, Inc.3,234,000 Shares of Common Stock This prospectus relates to the potential resale from time to time by C/M Capital Master Fund, LP (the “SellingShareholder”) of up to 3,234,000 shares of common stock, par value $0.001 per share. The shares of common stock to which thisprospectus relates consist of shares that have been or may be issued by us to the Selling Shareholder pursuant to a SecuritiesPurchase Agreement, dated as of December 18, 2025, as amended by and between us and the Selling Shareholder (the “PurchaseAgreement”), establishing an equity line of credit. Such shares of our common stock include (i) up to 3,154,000 shares of commonstock, or the Purchase Shares, that we may elect, in our sole discretion, subject to the restrictions and satisfaction of the conditionsin the Purchase Agreement, to issue and sell to the Selling Shareholder, from time to time from and after the Commencement Date(as defined below) under the Purchase Agreement, and subject to applicable stock exchange rules and (ii) up to 80,000 shares ofcommon stock, or the Commitment Shares, of which 40,000 shares have been issued as of the date of this prospectus to the SellingShareholder in connection with related issuances and sales of Purchase Shares as consideration for the Selling Shareholder’sexecution and delivery of the Purchase Agreement. The actual number of shares of our common stock issuable will vary depending on the then-current market price of sharesof our common stock sold to the Selling Shareholder under the Purchase Agreement, but will not exceed the number set forth in thepreceding paragraphs unless we file an additional registration statement under the Securities Act of 1933 (“Securities Act”), withthe SEC, and we obtain the approval of the issuance of shares of common stock by our shareholders in accordance with theapplicable stock exchange rules. Under the applicable rules of the NYSE American (“NYSE American”), in no event may we issue to the SellingShareholder shares of our common stock representing 20% or more of the total number of shares of common stock outstanding asof the date of the Purchase Agreement, unless (i) we obtain the approval of the issuance of such shares by our shareholders inaccordance with the applicable stock exchange rules or (ii) the average price paid for all shares of common stock issued under thePurchase Agreement (including both Purchase Shares and Commitment Shares) is equal to or greater than $1.346, which is a priceequal to the lower of (A) the Official Closing Price immediately preceding the execution of the Purchase Agreement and (B) theaverage Official Closing Price of our common stock for the five trading days immediately preceding the execution of the PurchaseAgreement, as calculated in accordance with the NYSE American LLC Company Guide, such that the sales of such common stockto the Selling Shareholder would not count toward such limit because they are “at market” under applicable stock exchange rules.See “The Committed Equity Financing” for a description of the Purchase Agreement and “Selling Shareholder” for additionalinformation regarding the Selling Shareholder. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the sharesof our common stock by the Selling Shareholder. Additionally, we will not receive any proceeds from the issuance or sale of anyCommitment Shares. However, we may receive up to $20 million in aggregate gross proceeds from the sale of the shares ofcommon stock to the Selling Shareholder under the Purchase Agreement, from time to time in our discretion, subject to therestrictions and satisfaction of the conditions in the Purchase Agreement, after the date the registration statement that includes thisprospectus is declared effective and after satisfaction of other conditions in the Purchase Agreement. The actual proceeds from theSelling Shareholder may be less than this amount depending on the number of shares of our common stock sold and the price atwhich the shares of our common stock are sold. The Selling Shareholder may offer, sell or distribute all or a portion of the shares of our common stock acquired under thePurchase Agreement and hereby registered publicly or through private transactions at prevailing market prices or at negotiatedprices. We will bear all costs, expenses and fees in connection with the registration of the shares of our common stock, includingwith regard to compliance with state securities or “blue sky” laws. The Selling Shareholder will bear all commissions anddiscounts, if any, attributable to its sale of shares of our common stock. See “Plan of Distribution” for more information about howthe Selling Shareholder may sell or otherwise dispose of the shares of common stock being registered pursuant to this prospectus.The Selling Shareholder is an underwriter under the Securities Act with respect to the resale of shares held by it. You should read this prospec