Cbdmd, Inc. current report, 01 September 2026 (NYSE:YCBD)

This Form 8-K Current Report is filed by cbdMD, Inc. (NYSE American: YCBD) with a report date of September 1, 2026. The filing primarily discloses the entry into a Material Definitive Agreement to acquire assets from Twinlab Consolidated Holdings, Inc. ("Twinlab"), a marketer and distributor of nutritional supplements, and an amendment to the Company's Series B Convertible Preferred Stock.

Key Financial Metrics and Transaction Terms

The filing details a significant asset acquisition rather than standard periodic financial results. Key financial terms of the Asset Purchase Agreement include:

Assumed Debt: Approximately $1,750,000 owed to a Secured Creditor (Akretive Holdings, LLC).
Equity Consideration: Issuance of 2,229,805 shares of common stock, representing 19.9% of outstanding shares as of the execution date.
Transaction Fees: Provision for reimbursement of Company expenses up to $300,000 and a breakup fee equal to 4% of the purchase price under certain termination scenarios.
Preferred Stock Amendment: The conversion price for 591,207 outstanding shares of Series B Convertible Preferred Stock was reduced from $1.00 to $0.60 per share, effective September 2, 2026.

Note: The filing does not provide specific revenue, profit, cash flow, or margin data for the Company or the target assets.

Material Changes and Transaction Structure

The Company is acquiring assets from Twinlab, which is currently under a General Assignment for the Benefit of Creditors. The assets include stock in subsidiaries, intellectual property, inventory, receivables, goodwill, and cash. The transaction is structured as follows:

Target: Twinlab Consolidated Holdings, Inc. and its subsidiaries.
Consideration Mix: Combination of debt assumption and significant equity issuance (nearly 20% of the company).
Anti-Dilution Adjustment: If the Company's total outstanding shares increase prior to closing, the Common Stock Consideration will be adjusted to maintain the 19.99% target percentage.
Restrictions: The Common Stock Consideration is subject to "leak-out" restrictions post-closing.

Guidance, Outlook, and Risks

Outlook and Timing: The Company expects to complete the Asset Purchase Agreement in its first fiscal quarter, subject to ABC Court approval and other closing conditions.

Conditions Precedent: Closing is contingent upon:

Accuracy of representations and warranties.
Material compliance with obligations.
Entry of a final sale order by a court of competent jurisdiction (ABC Court).
Potential stockholder approval if required by NYSE American rules for the equity issuance.

Risks and Contingencies:

Termination: The agreement may be terminated by mutual consent, failure to close within two business days of the final court order, or material breach by either party.
Legal Disclaimer: Representations and warranties in the agreement are for contractual risk allocation and may not reflect current facts; investors are advised not to rely on them as factual statements.
Regulatory: The transaction requires court approval due to the Assignors' status under a General Assignment for the Benefit of Creditors.

Investor Verification Checklist

Verify the final court order approving the sale from the ABC Court.
Confirm whether stockholder approval is required by NYSE American for the issuance of 19.9% of new shares.
Review the full text of the Asset Purchase Agreement (Exhibit 10.1) for specific details on "Assumed Liabilities" and "leak-out" restrictions.
Monitor the dilution impact of the 2,229,805 new shares and the adjustment mechanism if share count changes prior to closing.
Assess the financial health and valuation of the acquired Twinlab assets (inventory, IP, receivables) relative to the $1.75M debt assumption and equity cost.