cbdMD (YCBD) risk factors, FY2025 10-K

cbdMD's FY2025 10-K, filed Dec 19, 2025, lists 28 risk factors in 3 groups. Against the prior year's 34: 1 new, 7 dropped, 7 substantially reworded.

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Risk factors listed
283 groups
New this year
1vs 34 last year
Dropped
7since the prior 10-K
Substantially reworded
7of those kept
Section length
7k wordsItem 1A

What the changes say

  • The 2025 filing reflects a shift to Series B Preferred Stock replacing Series A.

What changed since the prior 10-K

New

  • NewRISKS RELATED TO THE REGULATORY ENVIRONMENT FOR CBD

    Tariffs on imported packaging materials could increase our costs and negatively affect our business, results of operations, and financial condition

    Special 10% global tariffs announced in early 2025 could increase our packaging costs and disrupt supply chains.

Dropped

  • DroppedRISKS RELATED TO OUR OVERALL BUSINESS

    Our current capitalization limits our ability to make strategic or accretive acquisitions or attract new investors

  • DroppedRISKS RELATED TO OUR OVERALL BUSINESS

    In the event the holders of our Notes do not convert the Notes, our ability to repay our Notes upon their maturity in July 2025 is uncertain, and we will face additional risks if we are unable to repay the Notes

  • DroppedRISKS RELATED TO OWNERSHIP OF OUR SECURITIES

    The Company has received notification from the NYSE American LLC that the Company is no longer in compliance with NYSE American’s continued listing standards and in the event we do not ultimately regain compliance, our securities could ultimately be delisted from the NYSE American

    Series A Preferred Stock limits strategic investment and M&A opportunities.

  • DroppedRISKS RELATED TO OWNERSHIP OF OUR SECURITIES

    We are currently unable to pay dividends on the Series A Convertible Preferred Stock

    Uncertainty regarding repayment or conversion of $364,000 in Notes due July 2025.

  • DroppedRISKS RELATED TO OWNERSHIP OF OUR SECURITIES

    The Series A Convertible Preferred Stock represents perpetual equity interests in us, and investors should not expect us to redeem or convert the Series A Convertible Preferred Stock on the date the Series A Convertible Preferred Stock becomes redeemable or convertible by us or on any particular date afterwards

  • DroppedRISKS RELATED TO OWNERSHIP OF OUR SECURITIES

    A holder of Series A Convertible Preferred Stock has extremely limited voting rights

  • DroppedRISKS RELATED TO OWNERSHIP OF OUR SECURITIES

    The issuance of shares upon the conversions of our outstanding Notes may cause immediate and substantial dilution to our existing shareholders

Reworded

  • 86% rewrittenRISKS RELATED TO OWNERSHIP OF OUR SECURITIES

    The Series B Convertible Preferred Stock ranks senior to our Common Stock all indebtedness and other liabilities of our subsidiaries

    Updated to reference Series B Convertible Preferred Stock ranking senior to Common Stock instead of Series A.

    Was: The Series A Convertible Preferred Stock ranks junior to all of our indebtedness and other liabilities and is effectively junior to all indebtedness and other liabilities of our subsidiaries

  • 71% rewrittenRISKS RELATED TO THE REGULATORY ENVIRONMENT FOR CBD

    Lack of clarity and changes to Federal or state laws pertaining to industrial hemp could slow the use of industrial hemp which would materially impact our revenues in future periods

    Added specific mention of H.R. 5371 signed November 12, 2025, capping THC at 0.4mg per container nationally by November 12, 2026.

  • 59% rewrittenRISKS RELATED TO OWNERSHIP OF OUR SECURITIES

    We are subject to the continued listing standards of the NYSE American and our failure to satisfy these criteria may result in de-listing of our common stock

    Removed references to Series A Convertible Preferred Stock listings on the NYSE American.

    Was: We are subject to the continued listing standards of the NYSE American and our failure to satisfy these criteria may result in de-listing of our securities

  • 42% rewrittenRISKS RELATED TO OUR OVERALL BUSINESS

    We have a history of losses from operations and there are no assurances we will report profitable operations in future periods or continue as a going concern

    Updated operating loss figures to $2.1 million for fiscal 2025 and $3.3 million for fiscal 2024.

  • 30% rewrittenRISKS RELATED TO OUR OVERALL BUSINESS

    Our plans for international expansion may not be successful

    Changed bullet formatting from letters to roman numerals for international expansion risks.

  • 28% rewrittenRISKS RELATED TO OWNERSHIP OF OUR SECURITIES

    Change of Control rights of the Series B Convertible Preferred Stock may make it more difficult for a party to acquire us or discourage a party from acquiring us

    Swapped references from Series A to Series B Convertible Preferred Stock regarding change of control rights.

    Was: Change of Control redemption obligations of the Series A Convertible Preferred Stock may make it more difficult for a party to acquire us or discourage a party from acquiring us

  • 28% rewrittenRISKS RELATED TO OWNERSHIP OF OUR SECURITIES

    The liquidation preference of the shares of our Series B Convertible Preferred Stock would reduce the amount available to our common shareholders in the event of our liquidation or winding up

    Changed liquidation preference from $10.00 per share for Series A to $1.00 per share for Series B Convertible Preferred Stock.

    Was: The liquidation preference of the shares of our Series A Convertible Preferred Stock would reduce the amount available to our common shareholders in the event of our liquidation or winding up

All 28 risk factors

Headings as the filing states them, in filing order.

RISKS RELATED TO OUR OVERALL BUSINESS

  1. 01We have a history of losses from operations and there are no assurances we will report profitable operations in future periods or continue as a going concern42% rewritten
  2. 02In the event our revenues do not increase, we will need to raise additional capital to fund our operations in furtherance of our business plan
  3. 03Our recent negative growth rates may continue
  4. 04Our business depends on maintaining and strengthening our brand and generating and maintaining ongoing demand for our products, and a significant reduction in such demand could harm our results of operations
  5. 05If we fail to attract new customers in a cost-effective manner, our business may be harmed
  6. 06Our growth depends, in part, on expanding into additional consumer markets, and we may not be successful in doing so
  7. 07Our plans for international expansion may not be successful30% rewritten
  8. 08Fluctuations in the cost and availability of raw materials, equipment, labor, and transportation could cause manufacturing delays or increase our costs
  9. 09We rely on third-parties for raw materials and to manufacture and compound our products. We have no control over these third parties and if these relationships are disrupted our results of operations in future periods will be adversely impacted
  10. 10Failures in our third-party verification and testing protocols may have an adverse impact on our brands which could suppress sales
  11. 11Failures to comply with applicable laws, including hemp laws, by our third-party suppliers could create disruptions in the supply chain and adversely impact our ability to manufacture products effectively
  12. 12Consumers of the Company’s products may face adverse consequences should they test positive for THC which could negatively impact the Company’s reputation, lead to litigation, or other potentially negative impacts to the Company
  13. 13We could be harmed by data loss or other security breaches
  14. 14We face risks related to system interruption and lack of redundancy
  15. 15Our future success depends on the continuing efforts of our management and key employees, and on our ability to attract and retain highly skilled personnel and senior management
  16. 16If our other intangible assets, or fixed assets become impaired, we may be required to record a charge to our earnings

RISKS RELATED TO THE REGULATORY ENVIRONMENT FOR CBD

  1. 17Lack of clarity and changes to Federal or state laws pertaining to industrial hemp could slow the use of industrial hemp which would materially impact our revenues in future periods71% rewritten
  2. 18Final designation of hemp derived cannabinoids as impermissible adulterants, FDAs refusal to accept hemp derived cannabinoids as New Dietary Ingredients ("NDI") or FDAs interpretation of Investigational New Drug ("IND") Preclusion could negatively impact the Company’s operations
  3. 19Failure or inability to secure required state or federal regulatory approvals and permits could negatively impact the Company’s ability to conduct business
  4. 20Costs associated with compliance with numerous laws and regulations could impact our financial results. In addition, we could become subject to increased litigation risks associated with the CBD industry and the overall Dietary Supplement Industry
  5. 21Uncertainty caused by potential changes to legal regulations could impact the use of the Company’s products
  6. 22The FTC may seek to pursue enforcement actions against companies selling hemp derived cannabinoids, including the Company
  7. 23Risks associated with international regulations
  8. 24Tariffs on imported packaging materials could increase our costs and negatively affect our business, results of operations, and financial conditionNew

RISKS RELATED TO OWNERSHIP OF OUR SECURITIES

  1. 25We are subject to the continued listing standards of the NYSE American and our failure to satisfy these criteria may result in de-listing of our common stock59% rewritten
  2. 26The Series B Convertible Preferred Stock ranks senior to our Common Stock all indebtedness and other liabilities of our subsidiaries86% rewritten
  3. 27Change of Control rights of the Series B Convertible Preferred Stock may make it more difficult for a party to acquire us or discourage a party from acquiring us28% rewritten
  4. 28The liquidation preference of the shares of our Series B Convertible Preferred Stock would reduce the amount available to our common shareholders in the event of our liquidation or winding up28% rewritten

Other cbdMD 10-Ks

  • FY2024 10-K risk factors
    34 risks

    cbdMD faces severe going concern doubts after consecutive revenue declines and operating losses totaling $25.8 million over two years. The company struggles with NYSE American continued listing compliance and suspended dividends on its Series A Convertible Preferred Stock. Complex federal and state regulatory frameworks regarding hemp, CBD, and THC create ongoing legal, supply chain, and advertising uncertainties.

    Filed Dec 18, 2024

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.