cbdMD, Inc. 8-K

What Happened

• cbdMD, Inc. announced on January 12, 2026 that it closed an Asset Purchase Agreement to acquire substantially all assets of Gaia Botanicals, LLC (d/b/a Bluebird Botanicals) and certain Gaia subsidiaries. The acquired assets include the Bluebird Botanicals brand, the online CBD marketplace (https://www.bluebirdbotanicals.com/), related trademarks, inventory, certain other assets, and assumed liabilities.
• Consideration: 425,000 shares of cbdMD restricted common stock were issued at closing, plus an earnout of up to 525,000 additional restricted shares (earnout shares to be issued on or before the 60th day after the first anniversary of closing, subject to the agreement’s calculations and setoff rights). All issued and earnout shares are subject to a 180‑day lockup with limited transfer and dribble‑out provisions. The stock issuance was made in reliance on the Section 4(a)(2) exemption from registration.

Key Details

• Closing date: January 12, 2026.
• Upfront consideration: 425,000 restricted common shares issued on closing.
• Earnout: up to 525,000 restricted shares, timing tied to first anniversary performance and agreement terms.
• Restrictive terms: 180‑day lockup on issued and earnout shares; lockup agreement filed as an exhibit.

Why It Matters

• This transaction brings an established CBD brand and its e-commerce marketplace into cbdMD’s portfolio, consolidating brand, trademarks, inventory, and online sales capability under cbdMD.
• The deal was paid primarily in cbdMD stock (with an earnout), which increases potential share count and imposes a short-term lockup on those shares—factors investors should consider when assessing dilution and near‑term share supply.
• The filing does not provide revenue, valuation, or pro forma financial effects; investors should look for follow-up disclosures or quarterly reports for details on integration and financial impact.