cbdMD公司2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedSeptember 30, 2025 or 47-3414576I.R.S. EmployerIdentification No. 28273Zip Code 704-445-3060 Registrant’s Telephone Number, Including Area Code Title of each classTrading Symbol(s)Name of each exchange on which registeredcommonYCBD 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 the Securities Act. Yes☐No☒ Indicate by check mark if the registrant isnotrequired to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor 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 has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D- 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-affiliates computed by reference tothe price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day 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 January 16, 2026. EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends our Annual Report on Form 10-K for the fiscal yearended September 30, 2025 (the “2025 10-K”), originally filed with the Securities and Exchange Commission on December 19, 2025(the “Original Filing”). We are filing this Amendment to amend Part III of the Original Filing to include the information required by andnot included in Part III of the Original Filing because we no longer intend to file a definitive proxy statement which involves theelection of directors within 120 days of the end of our fiscal year ended September 30, 2025. The information required by Part III was Part IV of the Original Filing is being amended solely to add as exhibits certain new certifications by our principal executiveofficers and our principal financial officer in accordance with Rule 13a-14(a) promulgated by the SEC under the Securities ExchangeAct of 1934. Because no financial statements have been included in this Amendment and this Amendment does not contain or amendany disclosure with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak asof the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at adate subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment. Accordingly, this Amendment OTHER PERTINENT INFORMATION 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 formerly known as Level Brands, Inc., and our subsidiaries CBDIndustries LLC, a North Carolina limited liability