cbdMD, Inc. 8-K

What Happened

• cbdMD, Inc. (YCBD) filed an 8‑K reporting results of its March 30, 2026 annual meeting and related actions. Shareholders approved the Company’s 2025 Equity Compensation Plan, which initially reserves 891,316 shares and includes an annual “evergreen” increase of 2% of outstanding shares (capped at 300,000 shares) beginning Oct. 1, 2026. The approval allowed the Company to issue a previously granted restricted stock award of 445,000 shares to T. Ronan Kennedy (the Company’s CEO and CFO) that had been contingent on plan approval. The meeting also elected seven directors, ratified Cherry Bekaert LLP as auditor, approved a reverse stock split authorization (1:2 to 1:10), and approved certain shareholder consents related to convertible preferred financings and an equity line of credit.

Key Details

• Shareholder turnout: 5,732,044 shares voted (54.6% of 10,495,561 outstanding shares), constituting a quorum.
• 2025 Equity Compensation Plan: 891,316 shares reserved; automatic annual increase = 2% of shares outstanding on Sept. 30 (max +300,000 shares).
• CEO/CFO award: 445,000 restricted shares to T. Ronan Kennedy became effective upon shareholder approval.
• Major votes: reverse split amendment approved (For 3,420,668; Against 2,215,228); approvals for issuance waivers tied to Series B, Series C convertible financings and the ELOC were each approved (roughly 1.87M For vs ~1.036M Against; broker non‑votes ~2.81M). Proposal to approve the 2025 Plan passed (For 1,854,961; Against 1,052,954).

Why It Matters

• The new equity plan and CEO award increase potential share dilution (the reserved shares plus the evergreen feature add to future issuance capacity). The board now has authority to grant equity awards, and the 445,000 shares to the CEO are a material issuance tied to his employment agreement.
• Approval of the reverse split authorization gives the board flexibility to consolidate shares (1:2 to 1:10), which can affect per‑share price and liquidity if implemented.
• Approvals related to convertible preferred financings and the equity line of credit permit issuances that could exceed 20% of outstanding shares (per NYSE American rules), which investors should monitor for potential dilution and share count changes.