cbdMD Reports Third Consecutive Year of Operating Improvement, Strengthens Balance Sheet, and Regains NYSE American Continued Listing Compliance

The Company reported a loss from operations of $2.1 million, representing a $1.2 million year-over-year improvement from a $3.3 million operating loss in fiscal 2024. As a result of balance-sheet actions completed during the year, including the conversion of Series A preferred equity, net book value improved from under $2.0 million to approximately $7.2 million at year-end.  The Company took further steps this week to strengthen its balance sheet and raised an additional $2.25 million in gross proceeds from the sale of Series C Convertible Preferred Stock.  Management believes the current capital structure provides flexibility to support growth initiatives and opportunities ahead in 2026.

"Fiscal 2025 marked an important inflection point for cbdMD as we delivered our third straight year of operating improvement while completing several foundational balance-sheet and compliance milestones," said Ronan Kennedy, CEO and CFO of cbdMD. "We believe our performance during the September quarter compared favorably with many of our public peers and reflects the early impact of strategic changes we made to our sales and marketing organization."

"Our core cbdMD business continues to gain traction, and our Herbal Oasis team is seeing consistent month-over-month improvement in case sell-through across key markets as distribution expands throughout the Southeast. Importantly, we have paired this commercial momentum with a disciplined approach to capital allocation and balance-sheet management."

"As federal policy discussions continue to evolve around cannabinoids and hemp-derived products, cbdMD remains focused on operating at the highest standards of safety, quality, and scientific rigor," Kennedy continued. "Since our founding, we have invested millions of dollars in GMP manufacturing, product testing, and compliance systems to ensure our products meet or exceed applicable regulatory expectations."

 "We are very encouraged by the White House's executive order on Thursday.  We believe decriminalization will allow significant investment to further prove the benefits of cannabinoids. Since our formation, we have invested millions to ensure we provide safe, effective cannabinoid products that meet high-GMP quality standards. What makes us most excited are the statements around Medicare supporting the reimbursement of full spectrum hemp for seniors.  This gives us confidence the regulators will figure out how to rework the language in Novembers' H.R. 5371 to more palatable language. There are over 60 million seniors on Medicaid who have the potential to become regular consumers to our core market.

"We believe increasing regulatory clarity will encourage additional research and institutional investment across the category. With our long-standing emphasis on THC-free and broad-spectrum CBD formulations, as well as our experience responsibly operating in hemp-derived THC beverages, cbdMD is well positioned to adapt as regulatory frameworks mature."

"With a stronger balance sheet, restored exchange compliance, improving operations, and a disciplined approach to growth, we believe cbdMD enters calendar 2026 in a materially stronger position," Kennedy concluded. "Our focus remains on executing responsibly, investing in science and quality, and creating long-term value for shareholders."

Highlights for Fiscal 2025 and Notable Business Updates 

• Herbal Oasis expanded into Texas through a distribution partnership with Morales Beverage Group. The brand now has established distribution in North Carolina, Florida, Alabama, Texas, Tennessee, and Minnesota, with the ability to ship directly to additional states where permitted.
• At the end of September 2025, cbdMD completed $1.7 million in Series B Convertible Preferred equity financing, generating $1.5 million in net proceeds to support working capital and strengthen net book value.
• The NYSE American formally notified the Company in a letter dated December 5, 2025, confirming that cbdMD has resolved all deficiencies related to Sections 1003(a)(i) and (ii) of the NYSE American Company Guide.
• On December 18, 2025 cbdMD closed a $2.25 million Series C Convertible Preferred equity financing, generating $2.2 million in net proceeds from the sale of 1,000,000 shares of Series C Convertible Preferred Stock which have rights and preferences substantially the same as the Company's outstanding Series B Preferred Stock and are initially convertible at $2.25 per share, to further enhance equity and liquidity.
• On December 15 2025, as amended December 18, 2025, the Company entered into a $20 million equity line of credit, providing cbdMD with a potential flexible and efficient mechanism to access capital under favorable market conditions. The ELOC is subject to an S-1 registration statement to be filed by the Company and SEC review.

Financial Highlights from our Fiscal Year 2025:

• Net sales totaled $19.1 million in fiscal 2025 compared to $19.5 million in fiscal 2024.
• Our gross profit for the year was flat at 62% in fiscal 2025 compared to 62% in fiscal 2024.
• Our loss from operations was $2.1 million in fiscal 2025 as compared to a loss of $3.3 million in fiscal 2024.
• Our non-GAAP adjusted EBITDA loss from operations in fiscal 2025 was approximately $0.9 compared to our non-GAAP adjusted EBITDA from operations in fiscal 2024 of approximately $1.6. million.
• Net loss attributable to common shareholders for fiscal 2025 was approximately $4.3 million or $0.51 per share as compared to a net loss for fiscal 2024 of approximately $7.7 million, or $14.29 per share. The improvement in fiscal 2025 was principally attributable to ongoing management's efforts on improving profitability.
• At September 30, 2025, we had $2.3 million in cash on hand and working capital of approximately $3.4 million as compared to $2.4 million of cash and approximately negative $2.2 million of working capital (which includes $4.7 million of accrued Series A dividend payments) at September 30, 2024.
• We reported direct to consumer (DTC) net sales of $14.7 million or 77% of total net sales in fiscal 2025, a decrease of $0.9 million, or 6% from fiscal 2024.

Pursuant to the disclosure requirements of the NYSE American Company Guide Section 610(b), cbdMD is reporting that its audited consolidated financial statements for the fiscal year ended September 30, 2025, included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 18, 2025, contains an audit opinion from its independent registered public accounting firm that includes an explanatory paragraph related to cbdMD's ability to continue as a going concern. This announcement does not represent any change or amendment to cbdMD's financial statements or to its Annual Report on Form 10-K for the fiscal year ended September 30, 2025. 

We will host a conference call at 4:20 p.m., Eastern Time, on Friday, December 19, 2025, to discuss our September 30, 2025, fourth quarter and full fiscal year financial results and business progress.

CONFERENCE CALL DETAILS

About cbdMD, Inc.

cbdMD, Inc. (NYSE American: YCBD) is one of the leading and most highly trusted and most recognized cannabidiol (CBD) brands with a comprehensive line of U.S. produced THC-free¹ CBD products and an array of Farm Act compliant Delta 9 products. Our Paw CBD brand of pet products includes veterinarian-formulated products and our ATRx brand features functional mushroom products. In addition, we operate Herbal Oasis, a premium, award winning THC-infused social seltzer that blends cannabinoids and nootropic mushrooms to deliver a fast-acting, functional beverage made for presence and connection. With an alcohol-free formula and wellness-forward ingredients, Oasis invites a better way to drink-one rooted in clarity, balance, and joy. To learn more about cbdMD and our comprehensive line of U.S. grown, THC-free¹ CBD and Full Spectrum products as well as our other brands, please visit www.cbdmd.com, www.pawcbd.com, ATRxlabs.com, or Herbaloasis.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. 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, continued cost reductions, potential need for additional working capital, evolving regulatory and legal requirements and potential changes in federal law and federal and state oversight of CBD, continued listing on the NYSE American, future profitability, development and sales of new products, 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, 2025 as filed with the Securities and Exchange Commission (the "SEC") on December 19, 2025, and our other filings with the SEC. All forward-looking statements 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.

¹ THC-free is defined as below the level of detection using validated scientific analytical methods.

Non-GAAP Financial Measures

This press release includes a financial measure that excludes the impact of certain items and therefore has not been calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). cbdMD, Inc. has included adjusted loss from operations because management uses this measure to assess operating performance in order to highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP. The adjusted operating loss has not been prepared in accordance with GAAP. This non-GAAP financial measure should not be considered as an alternative to, or more meaningful than, net loss from operations as an indicator of our operating performance. Further, this non-GAAP financial measure, as presented by cbdMD, Inc., may not be comparable to similarly titled measures reported by other companies. cbdMD, Inc. has attached to this press release a reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure.

Contacts:

Investors:
cbdMD, Inc.
Ronan Kennedy
Chief Executive Officer and Chief Financial Officer
IR@cbdmd.com
(704) 445-3064

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