YCBD.AMEXCbdmd, INC
10-K/A: cbdMD Amends 10-K, Details Executive Pay & Governance
Sentiment:
Annual Report Amendment (Corporate Governance)
cbdMD, Inc. filed an amended annual report to include executive compensation, corporate governance, and related party transaction details previously omitted from its 2025 10-K.
Delay expectedThe company no longer intends to file a definitive proxy statement which involves the election of directors within 120 days of the end of its fiscal year ended September 30, 2025. This necessitated the filing of this 10-K/A to include the previously omitted Part III information.
Capital raiseThe exhibit index lists a 'Certificate of Designation of Series B Convertible Preferred Stock filed September 29, 2025'.The exhibit index lists a 'Certificate of Designation of Series C Convertible Preferred Stock filed December 19, 2025'.The exhibit index lists a 'Securities Purchase Agreement by and between cbdMD, Inc. and C/M Capital Master Fund, LP, dated December 15, 2025'.
Summary
- cbdMD, Inc. filed an Amendment No. 1 on Form 10-K/A to its Annual Report for the fiscal year ended September 30, 2025.
- The amendment was filed to include information required by Part III of the original filing, specifically regarding Directors, Executive Officers and Corporate Governance, Executive Compensation, Security Ownership, Certain Relationships and Related Transactions, and Principal Accounting Fees and Services.
- This information was previously omitted because the company no longer intends to file a definitive proxy statement involving the election of directors within 120 days of the fiscal year-end.
- Part IV of the original filing was also amended to add new certifications by the principal executive and financial officers.
- As of March 31, 2025, the aggregate market value of voting and non-voting common equity held by non-affiliates was $1,641,043.
- As of January 16, 2026, there were 10,495,561 shares of common stock issued and outstanding.
- T. Ronan Kennedy's new Executive Employment Agreement, effective November 28, 2025, sets his annual base salary at $340,000 and includes a restricted stock award of 445,000 shares, subject to shareholder approval of the 2025 Equity Compensation Plan.
- The 2025 Equity Incentive Plan, approved by the board on November 28, 2025, reserves 891,316 shares for issuance and includes an evergreen formula for annual increases, pending shareholder approval at the upcoming 2026 annual meeting.
Sentiment
Score: 5
Explanation: The filing is a procedural amendment to provide previously omitted corporate governance and compensation details. It does not contain new financial performance data or strategic updates that would significantly alter sentiment, though the reason for the amendment (delay in proxy filing) is a minor negative.
Positives
- The filing provides increased transparency regarding executive compensation, corporate governance, and related party transactions, which is beneficial for shareholders and regulatory compliance.
- The board of directors has a structured corporate governance framework, including independent committees (Audit Committee and Compensation, Corporate Governance and Nominating Committee) and adopted policies like a Code of Business Conduct, Whistleblower Policy, and Insider Trading Policy.
- The company has established a new Executive Employment Agreement for CEO and CFO T. Ronan Kennedy, formalizing his compensation structure, including a base salary increase to $340,000 and potential performance bonuses, which can help incentivize leadership.
- The approval of the 2025 Equity Incentive Plan by the board, reserving 891,316 shares, demonstrates a commitment to attracting and retaining talent through equity compensation.
Negatives
- The primary negative is the company's inability to file a definitive proxy statement within 120 days of its fiscal year-end, necessitating this 10-K/A amendment, which indicates a procedural delay or internal issue.
- The 2015 Equity Compensation Plan expired in June 2025, and the 2021 Plan has 0 shares remaining for future issuance, highlighting a potential gap in equity incentive availability until the 2025 Plan receives shareholder approval.
Risks
- Ability to continue as a going concern.
- Increasing customer base.
- Diversifying sales.
- Improving profitability.
Future Outlook
The company plans to recommend the 2025 Equity Incentive Plan for shareholder approval at the upcoming 2026 annual meeting. Grants under this plan will not vest until shareholder approval is received. The plan includes an evergreen formula for automatic annual increases in shares available for issuance.
Management Comments
- T. Ronan Kennedy, Chief Executive Officer, certified that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading.
- T. Ronan Kennedy, Chief Financial Officer, certified that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading.
Industry Context
NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Interim Chief Executive Officer | T. Ronan Kennedy | March 2024 | Appointment to full-time role |
| Chief Accounting Officer, Treasurer and Secretary | NA | Bradley Whitford | March 2024 | Appointment to new role |
| Chief Science Officer & VP Regulatory Affairs and co-chair of cbdMD Therapeutics, LLC | Dr. Sibyl Swift | NA (remains consultant) | August 2024 | Transitioned from executive role to consultant, remains on board of directors |
| Director | NA | Kevin Roe | April 2025 | New appointment to the board |
| Director | NA | Jeffrey Porter | April 2025 | New appointment to the board |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Filing Amendment | The company filed this 10-K/A to include Part III information (Directors, Executive Officers and Corporate Governance, Executive Compensation, Security Ownership, Related Transactions, Accounting Fees) that was previously omitted from the original 2025 10-K. | January 20, 2026 | Increases transparency and compliance with SEC reporting requirements, addressing a prior omission due to the non-filing of a definitive proxy statement within the 120-day window. |
| Board Structure | The board of directors oversees business affairs and monitors management performance, operating through meetings and written consents. Independent directors meet in executive session at each regularly scheduled board meeting. The board held 11 meetings in fiscal 2025. | Ongoing | Demonstrates a structured approach to oversight and governance, with active participation from the board. |
| Board Committees | The board has a standing Audit Committee and a Compensation, Corporate Governance and Nominating Committee, both composed entirely of independent directors with written charters. William F. Raines, III chairs the Audit Committee and is considered a financial expert. Bakari Sellers chairs the Compensation, Corporate Governance and Nominating Committee. | Ongoing | Enhances specialized oversight in critical areas like financial reporting, compliance, executive compensation, and board nominations, promoting sound governance practices. |
| Policies | The company has adopted a Code of Business Conduct, a Whistleblower Policy, and an Insider Trading Policy, which prohibits officers, directors, and employees from engaging in hedging, pledging, or shorting transactions. | Ongoing | Reinforces ethical conduct, protects company integrity, and prevents potential conflicts of interest or market manipulation by insiders. |
| Equity Compensation Plan | The board approved the 2025 Equity Incentive Plan, reserving 891,316 shares for issuance, with an evergreen formula for future increases. This plan replaces the expired 2015 Plan and addresses the nominal number of shares remaining under the 2021 Plan. | November 28, 2025 (board approval), pending shareholder approval at 2026 annual meeting | Provides a renewed framework for equity-based incentives to attract and retain key personnel, aligning employee interests with shareholder value, once approved by shareholders. |
Related Party Transactions
- Dr. Sibyl Swift, a member of the board of directors, served as Chief Science Officer and VP Regulatory Affairs and co-chair of cbdMD Therapeutics, LLC, from March 2021 to August 2024. She received a salary of $240,000 for fiscal 2024 and participated in the company's normal benefit plan through September 3, 2024.
- Dr. Swift remains engaged as a consultant to the company on a month-to-month basis with a monthly retainer of $8,000.
Stakeholder Impact
- Shareholders: Benefit from increased transparency in corporate governance, executive compensation, and related party disclosures, allowing for better informed investment decisions. The new equity plan, once approved, could align management incentives with shareholder value.
- Management/Employees: The new executive employment agreement for the CEO and the proposed 2025 Equity Incentive Plan provide clear compensation structures and incentives, potentially improving retention and motivation.
- Regulatory Authorities: The filing of this 10-K/A demonstrates compliance with SEC reporting requirements, addressing the omission from the original 10-K.
Next Steps
- The board of directors will recommend that the 2025 Equity Incentive Plan be approved by shareholders at the upcoming 2026 annual meeting.
- Grants under the 2025 Equity Incentive Plan will not vest until shareholder approval is received.
Key Dates
| Date | Description |
|---|---|
| 2001 | T. Ronan Kennedy held engineering and manufacturing roles with Visteon Corporation. |
| 2006 | Bakari Sellers began representing the 90th District in the South Carolina House of Representatives. |
| 2007 | Bakari Sellers joined Strom Law Firm, LLC. |
| 2008 | William F. Raines, III joined DataTech Global, LLC as CFO. |
| 2012 | William F. Raines, III became CEO of DataTech Global, LLC. |
| February 2012 | Scott G. Stephen became Chief Growth Officer of Guaranteed Rate Inc. |
| April 1992 | Jeffrey Porter began serving as an Investment Advisor of Porter Capital Management Investment Adviser. |
| June 2, 2015 | Board of directors and shareholders adopted the 2015 Equity Compensation Plan. |
| March 2017 | Bakari Sellers became a member of the board of directors. |
| Late 2018 | AMV Holdings, LLC expanded into manufacturing and retailing of CBD products following the Farm Bill. |
| April 2019 | Scott G. Stephen and William F. Raines, III became members of the board of directors. |
| October 2020 | T. Ronan Kennedy joined cbdMD as Chief Financial Officer. |
| January 8, 2021 | Board of directors approved the 2021 Equity Compensation Plan. |
| March 2021 | T. Ronan Kennedy appointed Chief Operating Officer; Dr. Sibyl Swift became Chief Science Officer & VP Regulatory Affairs and co-chair of cbdMD Therapeutics, LLC; Compensation, Corporate Governance and Nominating Committee adopted a new compensation program for independent directors. |
| October 1, 2021 | T. Ronan Kennedy's previous Executive Employment Agreement date. |
| August 2022 | Dr. Sibyl Swift became a member of the board of directors. |
| March 1, 2023 | T. Ronan Kennedy appointed Interim Chief Executive Officer and resigned as Chief Operating Officer. |
| March 2024 | T. Ronan Kennedy appointed full-time Chief Executive Officer; Bradley Whitford commenced serving as Chief Accounting Officer. |
| August 2024 | Dr. Sibyl Swift ceased serving as Chief Science Officer & VP Regulatory Affairs, remains engaged as a consultant. |
| September 3, 2024 | Dr. Sibyl Swift's participation in the company's normal benefit plan ended. |
| April 2025 | Kevin Roe and Jeffrey Porter became members of the board of directors. |
| March 31, 2025 | Last business day of the registrant's most recently completed second fiscal quarter, with an aggregate market value of $1,641,043. |
| June 2025 | The 2015 Equity Compensation Plan expired. |
| September 30, 2025 | End of the fiscal year for the 10-K/A report. |
| September 29, 2025 | Certificate of Designation of Series B Convertible Preferred Stock filed. |
| November 28, 2025 | Company entered into a new Executive Employment Agreement with T. Ronan Kennedy; Board of directors approved the 2025 Equity Incentive Plan. |
| December 15, 2025 | Securities Purchase Agreement by and between cbdMD, Inc. and C/M Capital Master Fund, LP, dated. |
| December 19, 2025 | Original Annual Report on Form 10-K for fiscal year ended September 30, 2025, filed with the SEC; Certificate of Designation of Series C Convertible Preferred Stock filed. |
| January 16, 2026 | Latest practicable date for shares outstanding (10,495,561 shares). |
| January 20, 2026 | Date of signing for the Form 10-K/A. |
| Upcoming 2026 annual meeting | Shareholder approval for the 2025 Equity Incentive Plan will be recommended. |
Recommendation
holdThis filing is a procedural amendment to an annual report, primarily providing detailed corporate governance, executive compensation, and related party transaction information that was previously omitted. It does not contain new financial performance data, strategic shifts, or material operational updates that would warrant a change in investment recommendation. While the delay in filing a proxy statement is a minor procedural concern, the increased transparency and formalization of governance structures are generally positive for long-term stability. Therefore, a 'hold' recommendation is appropriate as there's no new information to significantly alter the company's fundamental investment thesis based solely on this amendment.
Keywords
cbdMD, 10-K/A, SEC filing, corporate governance, executive compensation, board of directors, equity compensation plan, CBD industry, financial reporting, risk management
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