SCHEDULE 13G: Clark R. Crosnoe and Affiliates Disclose 11.1% Passive Stake in cbdMD, Inc. Following Corporate Actions

Clark R. Crosnoe and associated entities have disclosed a combined 11.1% passive beneficial ownership stake in cbdMD, Inc. common shares, following recent corporate actions including a preferred stock conversion and a reverse stock split.

Summary

• Clark R. Crosnoe, along with CRC Investment Fund LP, NM 2018 Trust, and AMC Legacy Trust, collectively reported beneficial ownership of 986,851 common shares of cbdMD, INC., representing 11.1% of the company's outstanding common stock.
• CRC Investment Fund LP holds 823,125 common shares, accounting for 9.2% of the class.
• NM 2018 Trust holds 126,750 common shares, representing 1.4% of the class.
• AMC Legacy Trust holds 36,976 common shares, representing 0.4% of the class.
• Clark R. Crosnoe is the managing member of CRC Investment Fund GP, LLC (general partner of CRC LP) and has investment authority over the trusts, disclaiming beneficial ownership except for his pecuniary interest.
• The reported ownership percentage is based on 8,907,854 outstanding common shares of cbdMD, INC. as of May 6, 2025.
• This outstanding share count reflects the issuance of 65,000,000 common shares upon conversion of the Issuer's 8% Series A Cumulative Convertible Preferred Stock and a subsequent one-for-eight reverse stock split, both effective May 6, 2025.
• The filing explicitly states that the securities were not acquired and are not held for the purpose or effect of changing or influencing the control of cbdMD, INC.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, explicitly stating that the acquisition was not for the purpose of changing or influencing control. It provides no positive or negative performance indicators, thus maintaining a neutral sentiment.

Positives

• The disclosure of a significant passive ownership stake by an investor group may signal confidence in the company's long-term prospects from these investors.
• The clarity regarding the passive nature of the investment (not for control) can reduce uncertainty regarding potential activist interventions.

Risks

• The recent corporate actions, including the conversion of preferred stock and a reverse stock split, indicate significant changes to the company's capital structure, which can introduce volatility or uncertainty for existing shareholders.
• While the filing states no intent to influence control, a large ownership stake always carries the potential for future influence, even if currently disclaimed.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Schedule 13G filing primarily concerns a change in beneficial ownership structure for cbdMD, INC. and does not provide broader insights into industry trends or competitive landscape. It reflects an investor's position within the company's capital structure.

Corporate Governance

Stakeholder Impact

• Shareholders: The disclosure of a significant ownership stake by a passive investor group provides transparency regarding the company's ownership structure. The recent reverse stock split and preferred stock conversion have directly impacted the number of outstanding shares and the per-share value for existing shareholders.

Key Dates

Keywords

cbdMD, Schedule 13G, beneficial ownership, common shares, reverse stock split, preferred stock conversion, Clark R. Crosnoe, institutional investment, SEC filing, equity stake