cbdMD Announces Asset Purchase Agreement to Acquire Twinlab Assets

What Happened

• On September 1, 2026, cbdMD, Inc. announced it entered into an Asset Purchase Agreement to acquire certain assets of Twinlab Consolidated Holdings, Inc. and certain of its subsidiaries. The assets include subsidiary stock, intellectual property, inventory, receivables, goodwill and cash (net of the Assignee’s fees and expenses).
• Consideration consists of (a) assuming approximately $1,750,000 of secured debt owed to Akretive Holdings, LLC; (b) issuing 2,229,805 shares of cbdMD common stock (about 19.9% of outstanding shares as of the agreement date); and (c) assuming specified liabilities. The agreement was filed as Exhibit 10.1 and a related press release was issued on September 2, 2026.

Key Details

• Agreement date: September 1, 2026; press release: September 2, 2026.
• Assumed secured debt: ~ $1,750,000 (to be secured by the acquired assets).
• Common stock consideration: 2,229,805 shares (targeting 19.9% — increased if total shares rise before closing); issuance subject to NYSE American rules and possible stockholder approval.
• Closing conditions include accuracy of representations, material compliance, and entry of a final sale order by the applicable court (the “ABC Court”). Company expects to complete the transaction in its first fiscal quarter, subject to court approval.
• Deal protections: up to $300,000 reimbursement of cbdMD expenses and a breakup fee equal to 4% of the purchase price in certain termination scenarios.
• Corporate note: On Sept. 2, 2026, cbdMD amended its Series B Convertible Preferred conversion price from $1.00 to $0.60; 591,207 Series B shares are outstanding.

Why It Matters

• The transaction would add Twinlab-related brands, inventory and IP to cbdMD’s business, potentially expanding its product mix and distribution in supplements and natural products.
• The issuance of ~2.23M shares (~19.9%) is potentially dilutive to current shareholders and may require a shareholder vote under NYSE American rules before issuance.
• The company is also taking on ~ $1.75M of secured debt tied to the acquired assets; the debt will be secured by those assets.
• Closing is subject to a court-approved sale order and other customary conditions, so the deal is not complete and contains customary representations, limitations and termination rights that investors should note.