cbdMD, Inc. Announces Shareholder Approval of Automatic Conversion of Series A Preferred Stock and Other Results from Annual Meeting

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Charlotte, North Carolina--(Newsfile Corp. - April 10, 2025) - cbdMD, Inc. (NYSE American: YCBD) (NYSE American: YCBDpA) (the "Company" or "cbdMD") one of the nation's leading and most highly trusted and recognized CBD companies, and operator of the leading CBD brands cbdMD and Paw CBD, along with its functional mushroom brand ATRx Labs and emerging THC-infused seltzer brand Herbal Oasis announced today that at the Company's annual meeting of shareholders held on April 10, 2025, that its Common Stock holders and 8% Series A Cumulative Convertible Preferred Stock (the "Preferred Stock") holders approved the automatic conversion (the "Conversion") of shares of the Company's Preferred Stock into shares of the Company's Common Stock. The Company intends to set a mandatory exchange date for the Preferred Stock in the near future (the "Mandatory Exchange Date"). The automatic conversion will provide for the conversion of each share of Preferred Stock into thirteen shares of Common Stock, inclusive of all accumulated and unpaid dividends on the Mandatory Exchange Date. Dividends on converted shares will cease to accrue on the Mandatory Exchange Date and the Preferred Stock will cease trading on the Mandatory Exchange Date.

"We are excited to announce this conversion, which is expected to eliminate approximately $6.7 million in accrued dividend payments as of March 31, 2025 and $4 million in annual dividend obligations. This will allow us to reinvest this capital into our growth initiatives," said Ronan Kennedy, Chief Executive Officer and Chief Financial Officer of cbdMD. "Additionally, this conversion will enhance our capital structure and provide us with the flexibility needed to continue delivering value to our shareholders. We believe that this conversion removes a large impediment to more strategic activity along with M&A and will strengthen our balance sheet, meeting our shareholders' equity requirements for the continued listing of our Common Stock on the NYSE American."

At the annual meeting, the Company’s shareholders also: (1) elected seven directors for a term expiring at the 2026 annual meeting of shareholders, (2) the ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm, and (3) approved an amendment to the Company’s articles of incorporation at the discretion of the board, to effect a reverse stock split of the Company’s common stock, at a specific ratio, ranging from one-for-three to one-for-ten, at any time prior to the one-year anniversary date of the annual meeting.