Twinlab Consolidated Holdings Enters Asset Purchase Agreement with cbdMD

What Happened

• Twinlab Consolidated Holdings, Inc. disclosed that on September 1, 2026 it entered an Asset Purchase Agreement among cbdMD, Inc., To Be Brands, LLC (cbdMD’s acquisition subsidiary), the Assignors, the Assignee (Philip J. von Kahle, as assignee for the Assignors) and Akretive Holdings, LLC. The Assignee agreed to sell specified assigned-assets to the Acquisition Sub on an “as is, where is” basis; title to those assets vested in the Assignee on August 21, 2026.
• The agreed purchase price is $3,979,805, consisting of (a) assumption by the Acquisition Sub of $1,750,000 principal of secured indebtedness (9% interest, two‑year senior secured note) and (b) issuance by cbdMD of 2,229,805 shares of cbdMD common stock (19.9% of outstanding shares as of execution, valued at $1.00/share for agreement purposes). The stock issuance may require cbdMD stockholder approval under NYSE American rules.
• The Company is a party to the agreement but does not transfer assets; it and the Assignors make representations and indemnify cbdMD for breaches (survival periods: 18 months for certain reps, 12 months for others). The Assignee makes no representations or warranties. Court approval of the sale and bidding procedures has not been obtained.

Key Details

• Purchase price: $3,979,805 total; includes assumption of $1,750,000 secured debt and issuance of 2,229,805 cbdMD shares (19.9%).
• Assets sold (Acquired Assets): intellectual property, specified contracts and permits, tangible personal property, inventory, accounts receivable, goodwill, domain names/social media, certain cash, and all issued equity of the Assignors (but not equity of Twinlab’s other subsidiaries).
• Court & process: sale is subject to Florida court approval, potential higher bids, and bidding protections (stalking-horse overbid increments and breakup fee ~ $159,192 plus expense reimbursement up to $300,000). Akretive may credit-bid up to its secured claim.
• Company impact: Twinlab expects to deconsolidate the Assignors effective August 21, 2026, will have no operating business, and its remaining equity interests in the Assignors are believed to be valueless; Twinlab may become a shell company and is delinquent in Exchange Act periodic reports.

Why It Matters

• For shareholders: The Assignments and proposed sale strip Twinlab of operating businesses and most material assets; the company does not expect any distribution to equity holders and believes holders of its common stock are unlikely to recover value from these transactions. Twinlab expects to provide only transitional services (on a cost‑reimbursement basis) if the sale closes.
• For creditors and liability: The purchase price is payable to Akretive (secured creditor), not to the assignment estates or Twinlab. Akretive has agreed to waive indebtedness owed by the Assignors only upon delivery of the purchase price at closing. The Asset Purchase Agreement does not release any obligation of Twinlab to Akretive or any lien Akretive holds on Twinlab assets.
• Conditional outcome: The sale requires court approval and, for the stock portion, potential cbdMD shareholder approval; there is no assurance the approvals will be obtained or when. Investors should note the Company’s potential shell status, outstanding reporting delinquencies, and the Company’s ongoing indemnification obligations which have no stated cap or deductible.