cbdMD, Inc. Announces Closing of $2.25 Million Series C Preferred Stock Private Placement

CHARLOTTE, N.C., Dec. 19, 2025 /PRNewswire/ -- cbdMD, Inc. (NYSE American: YCBD), a leading wellness company and the parent of Herbal Oasis THC seltzers, ATRx functional mushroom supplements, and Paw CBD, today announces that it has entered into securities purchase agreements with institutional investors whereby Company issued the investors an aggregate of 1,000,000 shares of Series C Convertible Preferred Stock in consideration of gross proceeds to the Company of $2.25 million. The Company intends to use the net proceeds of approximately $2.1 million for working capital general corporate purposes and support ongoing strategic initiatives. The Series C shares have a 10% annual dividend and are convertible at the option of the holder into the Company's common stock at an initial conversion price of $2.25 per share, subject to certain anti-dilution protection provisions, with rights and preferences substantially the same as the Company's issued and outstanding Series B Convertible Preferred Stock.

"We are pleased to continue strengthening our balance sheet to assist the Company's ongoing initiatives to expand distribution for its consumer brands, and position cbdMD for sustained profitability," said Ronan Kennedy, Chief Executive Officer and Chief Financial Officer of cbdMD.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About cbdMD, Inc.

cbdMD, Inc. (NYSE American: YCBD) is a leading wellness company offering a comprehensive line of U.S.-produced, hemp-derived cannabinoid products, including CBD, CBG, CBN, and more. Its brands include:

• Herbal Oasis – a hemp-derived THC social seltzer redefining the way people connect, unwind, and celebrate life.
  
  
• ATRx Labs – functional mushroom supplements supporting focus, calm, and vitality.
  
  
• Paw CBD – one of the most recognized CBD brands for pets.

The Company is committed to quality, innovation, and transparency, with products distributed both online and through retail partners across the United States. To learn more about cbdMD and our comprehensive line of U.S. grown hemp products as well as our other brands, please visit www.cbdmd.com, www.herbaloasis.com, www.pawcbd.com, or ATRxlabs.com, follow cbdMD on Instagram and Facebook, or visit one of the thousands of retail outlets that carry cbdMD's products.

Forward-Looking Statements

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding profitability and maintaining listing requirements. Such forward-looking statements can be identified using words such as ''should,'' ''may,'' ''intends,'' ''anticipates,'' ''believes,'' ''estimates,'' ''projects,'' ''forecasts,'' ''expects,'' ''plans,'' and ''proposes.'' These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict. You are urged to carefully review and consider any cautionary statements, including but not limited to expectations on our ability to continue as a going concern, increasing our revenues and other disclosures, including the statements made under the heading "Risk Factors" in cbdMD, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 as filed with the Securities and Exchange Commission (the "SEC") on December 17, 2024, and our other filings with the SEC. All forward-looking statements, including, involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of cbdMD, Inc. and are difficult to predict. cbdMD, Inc. does not undertake any duty to update any forward-looking statements except as may be required by law. The information which appears on our websites and our social media platforms, including, but not limited to, Instagram and Facebook, is not part of this press release.

Contact Information:

cbdMD, Inc.
Ronan Kennedy
Chief Executive Officer and Chief Financial Officer
[email protected]
(704) 445-3064

SOURCE cbdMD, Inc.