UNITED STATES

SECURITIESANDEXCHANGECOMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

~~(Mark One)~~☒
☒	QUARTERLYREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934

	For the quarterly period ended ~~December~~March 31, ~~2021~~2022


or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from __________________ to _______________

Commission file number 001-38299

cbdMD, INC.

~~(Exact~~(Exact Name of Registrant as Specified in its Charter)

North Carolina		47-3414576
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

8845 Red Oak Blvd, Charlotte, NC		28217
Address of Principal Executive Offices		Zip Code

704-445-3060

Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
common	YCBD	NYSE American
8% Series A Cumulative Convertible Preferred Stock	YCBDpA	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated ~~filer~~Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

~~58,902,970~~59,357,213 shares of common stock are issued and outstanding as of ~~February 10,~~May 13, 2022.

TABLE OF CONTENTSOF~~CONTENTS~~

Table of Contents

OTHER PERTINENT INFORMATION

Unless the context otherwise indicates, when used in this report, the terms the “Company,” “cbdMD, “we,” “us, “our” and similar terms refer to cbdMD, Inc., a North Carolina corporation formerly known as Level Brands, Inc., and our subsidiaries CBD Industries LLC, a North Carolina limited liability company formerly known as cbdMD LLC, which we refer to as “CBDI”, Paw CBD, Inc., a North Carolina corporation which we refer to as “Paw CBD” and cbdMD Therapeutics LLC, a North Carolina limited liability company which we refer to as “Therapeutics”. In addition, “fiscal 2021” refers to the year ended September 30, 2021, “fiscal 2022” refers to the fiscal year ending September 30, 2022, “first quarter of 2021” refers to the three months ended December 31, 2020, ~~and~~ “first quarter of 2022” refers to the three months ended December 31, ~~2021.~~2021, and “second quarter of 2022” refers to the three months ended March 31, 2022.

We maintain a corporate website at www.cbdmd.com. The information contained on our corporate website and our various social media platforms are not part of this report.

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:

material risks associated with our overall business, including:

		·	our history of ~~losses;~~losses;

		·	the continuing impact of COVID-19 on our ~~company;~~company;

		·	our reliance to market to key digital channels;

		·	our ability to acquire new customers at a profitable rate;

		·	our reliance on third party raw material suppliers and manufacturers and ~~compounders;~~compounders;

		·	our reliance on third party compliance with our supplier verification program and testing ~~protocols;~~protocols; and

		·	risks associated with the implementation of our enterprise resource planning system (ERP) to Accumatica.

material risks associated with regulatory environment for CBD, including:

		·	~~change in~~ federal laws as well as FDA or DEA interpretation of existing regulation;

		·	~~change in~~ state laws pertaining to industrial ~~hemp;~~hemp and their derivatives;

		·	costs to us for compliance with laws and the risks of increased ~~litigation;~~litigation; and

		·	possible changes in the use of CBD.

material risks associated with the ownership of our securities, ~~including;~~including;

		·	the impact of changes in the fair value of our contingent liabilities associated with the Earnout ~~Shares;~~Shares;

		·	dilution to our shareholders upon the issuance of the Earnout ~~Shares;~~Shares;

		·	time devoted to our company by one of our co-Chief Executive ~~Officers;~~Officers;

		·	the designations, rights and preferences of our 8% Series A Cumulative Convertible Preferred ~~Stock;~~Stock;

		·	dilution upon the issuance of shares of common stock underlying outstanding warrants, options and the Series A Convertible Preferred ~~Stock;~~Stock; and

		·	voting control held by our directors and their affiliates.

Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward- looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report in its entirety, including the risks described in Part II, Item 1A. Risk Factors appearing later in this report, Part I, Item 1A. - Risk Factors appearing in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021 as filed with the Securities and Exchange Commission (the “SEC”) on December 17, 2021 (the “2021 10-K”), our Quarterly Report on Form 10-Q for the period ended December 31, 2021 as filed with the SEC on February 10, 2022, as well as our other filings with the SEC. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

Table of Contents

PART 1 ~~-FINANCIAL~~– FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

cbdMD, INC.

CONDENSED ~~CONSOLIDATED~~CONSOLIDTED BALANCE SHEETS

~~DECEMBER~~MARCH 31, ~~2021~~2022 AND SEPTEMBER 30, 2021

	(Unaudited)				(Unaudited)
	December 31,		September 30,		March 31,		September 30,
	2021		2021		2022		2021
Assets

Current assets:
Cash and cash equivalents	$	19,696,919	$	26,411,424	$	13,336,850	$	26,411,424
Accounts receivable		1,108,818		1,113,372		2,045,602		1,113,372
Accounts receivable – discontinued operations		2,625		10,967		1,375		10,967
Marketable securities		0		33,351		0		33,351
Investment other securities		1,000,000		1,000,000		1,000,000		1,000,000
Inventory		4,867,208		5,021,867		4,713,041		5,021,867
Inventory prepaid		559,708		551,519		519,128		551,519
Prepaid sponsorship		895,070		1,212,682		1,474,350		1,212,682
Prepaid expenses and other current assets		1,548,181		1,147,178		1,236,744		1,147,178
Total current assets		29,678,529		36,502,360		24,327,090		36,502,360

Other assets:
Property and equipment, net		2,504,220		2,561,574		2,334,619		2,561,574
Operating lease assets		5,296,943		5,614,960		5,025,669		5,614,960
Deposits for facilities		407,708		529,583		138,708		529,583
Intangible assets		18,666,612		23,003,929		18,389,258		23,003,929
Goodwill		42,772,685		56,670,970		42,772,685		56,670,970
Total other assets		69,648,168		88,381,016		68,660,939		88,381,016

Total assets	$	99,326,697	$	124,883,376	$	92,988,029	$	124,883,376

See Notes to Condensed Consolidated Financial Statements

See Notes to Condensed Consolidated Financial Statements

Table of Contents

CONDENSED CONSOLIDTED BALANCE SHEETS
MARCH 31, 2022 AND SEPTEMBER 30, 2021
(continued)

~~cbdMD, INC.~~

(Unaudited)

March 31,

September 30,

2022

2021

Liabilities and shareholders' equity

Current liabilities:

Accounts payable

$ 2,746,837

$ 2,978,914

Accrued expenses

1,840,797

2,727,612

Operating leases – current portion

1,136,018

1,151,150

Note payable

61,483

59,470

Total current liabilities

5,785,135

6,917,146

Long term liabilities:

Long term liabilities

77,732

108,985

Operating leases - long term portion

4,278,733

4,859,058

Contingent liability

2,823,000

9,856,000

Total long term liabilities

7,179,465

14,824,043

Total liabilities

12,964,600

21,741,189

Commitments and Contingencies (Note 11)

cbdMD, Inc. shareholders' equity:

Preferred stock, authorized 50,000,000 shares, $0.001

par value, 5,000,000 and 5,000,000 shares issued and outstanding, respectively

5,000

5,000

Common stock, authorized 150,000,000 shares, $0.001

par value, 59,352,213 and 57,783,340 shares issued and outstanding, respectively

59,352

57,783

Additional paid in capital

179,116,064

176,417,269

Accumulated deficit

(99,156,987 )

(73,337,865 )
Total cbdMD, Inc. shareholders' equity

80,023,429

103,142,187

Total liabilities and shareholders' equity

$ 92,988,029

$ 124,883,376

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~See Notes to Condensed Consolidated Financial Statements
~~DECEMBER 31, 2021 AND SEPTEMBER 30, 2021~~
~~(continued)~~

(Unaudited)

December 31,

September 30,

2021

2021

Liabilities and shareholders' equity

Current liabilities:

Accounts payable

$ 3,673,855

$ 2,978,914

Accrued expenses

1,909,139

2,727,612

Operating leases – current portion

1,117,236

1,151,150

Note payable

60,468

59,470

Total current liabilities

6,760,698

6,917,146

Long term liabilities:

Long term liabilities

93,489

108,985

Operating leases - long term portion

4,571,510

4,859,058

Contingent liability

3,501,000

9,856,000

Total long term liabilities

8,165,999

14,824,043

Total liabilities

14,926,697

21,741,189

Shareholders' equity:

Preferred stock, authorized 50,000,000 shares, $0.001

par value, 5,000,000 and 5,000,000 shares issued and outstanding, respectively

5,000

5,000

Common stock, authorized 150,000,000 shares, $0.001

par value, 58,277,970 and 57,783,340 shares issued and outstanding, respectively

58,278

57,783

Additional paid in capital

177,835,993

176,417,269

Accumulated deficit

(93,499,271 )

(73,337,865 )
Total shareholders' equity

84,400,000

103,142,187

Total liabilities and shareholders' equity

$ 99,326,697

$ 124,883,376

See Notes to Condensed Consolidated Financial Statements

6
Table of Contents

cbdMD, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THR THREE AND SIX MONTHS ENDED MARCH 31, 2022 AND 2021
(Unaudited)

Three months

Three months

Six Months

Six Months

Ended

Ended

Ended

Ended

March 31,

March 31,

March 31,

March 31,

2022

2021

2022

2021

Gross Sales

$ 9,948,858

$ 12,457,386

$ 19,805,625

$ 25,520,568

Allowances

(319,972 )

(658,775 )

(854,917 )

(1,393,654 )
Total Net Sales

9,628,886

11,798,611

18,950,708

24,126,914

Cost of sales

3,186,564

3,643,127

7,514,874

7,073,402

Gross Profit

6,442,322

8,155,484

11,435,834

17,053,512

Operating expenses

11,452,700

12,323,207

23,407,984

22,981,180

Impairment of Goodwill and other intangible assets

0

0

18,183,285

0

Loss from operations

(5,010,378 )

(4,167,723 )

(30,155,435 )

(5,927,668 )
Realized and Unrealized gain (loss) on marketable and other securities, including impairments

0

2,852

(33,352 )

545,562

Decrease (increase) of contingent liability

353,000

(8,871,000 )

6,303,000

(17,371,000 )
Other income

2,249

0

72,987

0

Interest expense

(2,086 )

(10,603 )

(5,320 )

(20,990 )
Loss before provision for income taxes

(4,657,215 )

(13,046,474 )

(23,818,120 )

(22,774,096 )

Benefit for income taxes

0

536,000

0

868,000

Net Loss

(4,657,215 )

(12,510,474 )

(23,818,120 )

(21,906,096 )
Preferred dividends

1,000,500

560,280

2,001,002

660,330

Net Loss attributable to cbdMD, Inc. common shareholders

$ (5,657,715 )

$ (13,070,754 )

$ (25,819,122 )

$ (22,566,426 )

Net Loss per share:

Basic earnings per share

(0.10 )

(0.24 )

(0.44 )

(0.43 )
Diluted earnings per share

(0.10 )

(0.24 )

(0.44 )

(0.43 )
Weighted average number of shares Basic:

58,966,979

53,471,607

59,073,963

52,793,872

Weighted average number of shares Diluted:

58,966,979

53,471,607

59,073,963

52,793,872

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~See Notes to Condensed Consolidated Financial Statements
~~FOR THR THREE MONTHS ENDED DECEMBER 31, 2021 AND 2020~~
~~(Unaudited)~~

Three months

Three months

Ended

Ended

December 31,

December 31,

2021

2020

Gross Sales

$ 9,856,767

$ 13,131,946

Allowances

(534,945 )

(803,643 )
Total Net Sales

9,321,822

12,328,303

Cost of sales

4,328,310

3,430,274

Gross Profit

4,993,512

8,898,028

Operating expenses

11,955,284

10,657,973

Impairment of Goodwill and other intangible assets

18,183,285

-

Loss from operations

(25,145,057 )

(1,759,945 )
Realized and Unrealized (loss) gain on marketable and other securities, including impairments

(33,351 )

542,710

Increase (decrease) of contingent liability

5,950,000

(8,500,000 )
Other income

70,738

0

Interest expense

(3,234 )

(10,386 )
Loss before provision for income taxes

(19,160,904 )

(9,727,621 )

Benefit for income taxes

0

332,000

Net Loss from continuing operations

(19,160,904 )

(9,395,621 )
Net Loss

(19,160,904 )

(9,395,621 )
Preferred dividends

1,000,502

100,050

Net Loss attributable to common shareholders

$ (20,161,406 )

$ (9,495,671 )

Net Loss per share:

Basic earnings per share

(0.35 )

(0.18 )
Diluted earnings per share

(0.35 )

(0.18 )
Weighted average number of shares Basic:

57,825,367

52,130,870

Weighted average number of shares Diluted:

57,825,367

52,130,870

See Notes to Condensed Consolidated Financial Statements


7
Table of Contents

cbdMD, INC.
~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)~~
~~FOR THE THREE MONTHS ENDED DECEMBER 31, 2021 AND 2020~~
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2022 AND 2021
(Unaudited)


Three months

Three months

Three months

Three months

Six Months

Six Months

Ended

Ended

Ended

Ended

Ended

Ended

December 31,

December 31,

March 31,

March 31,

March 31,

March 31,

2021

2020

2022

2021

2022

2021

Net Loss

$ (19,160,904 )

$ (9,395,621 )

$ (4,657,215 )

$ (12,510,474 )

$ (23,818,120 )

$ (21,906,096 )
Comprehensive Loss

(19,160,904 )

(9,395,621 )

(4,657,215 )

(12,510,474 )

(23,818,120 )

(21,906,096 )

Preferred dividends

(1,000,502 )

(100,050 )

(1,000,500 )

(560,280 )

(2,001,002 )

(660,330 )
Comprehensive Income (Loss) attributable to common shareholders

$ (20,161,406 )

$ (9,495,671 )

See Notes to Condensed Consolidated Financial Statements
Comprehensive Loss attributable to cbdMD, inc. common shareholders

$ (5,657,715 )

$ (13,070,754 )

$ (25,819,122 )

$ (22,566,426 )
See Notes to Condensed Consolidated Financial Statements

8
Table of Contents

cbdMD, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 2022 AND 2021
(Unaudited)

Six months

Six months

Ended

Ended

March 31,

March 31,

2022

2021

Cash flows from operating activities:

Net Loss

$ (23,818,120 )

$ (21,906,096 )
Adjustments to reconcile net (income) loss to net cash used by operating activities:

Stock based compensation

797,096

451,527

Restricted stock expense

837,267

547,140

Marketing stock amortization

339,520

0

Issuance of stock / warrants for service

0

155,695

Inventory and materials impairment

878,142

0

Intangibles amortization

329,671

0

Depreciation

600,750

473,324

Impairment of goodwill and other intangible assets

18,183,285

0

Increase/(Decrease) in contingent liability

(6,303,000 )

17,371,000

Realized and unrealized loss of marketable and other securities

33,350

(5,562 )
Termination benefit

0

352,279

Amortization of operating lease asset

589,291

611,298

Changes in operating assets and liabilities:

Accounts receivable

(932,230 )

(936,983 )
Deposits

390,875

1,125

Inventory

(569,316 )

271,815

Prepaid inventory

32,391

(190,451 )
Prepaid expenses and other current assets

354,752

44,408

Accounts payable and accrued expenses

(1,129,614 )

(1,366,373 )
Operating lease liability

(595,457 )

(540,664 )
Deferred revenue / customer deposits

10,723

(41,418 )
Collection on discontinued operations accounts receivable

9,592

424,917

Deferred tax liability

0

(868,000 )
Cash used by operating activities

(10,670,537 )

(5,151,019 )
Cash flows from investing activities:

Proceeds from sale of other investment securities

0

(750,000 )
Purchase of property and equipment

(373,795 )

(226,542 )
Cash provided (used) by investing activities

(373,795 )

(976,542 )
Cash flows from financing activities:

Proceeds from issuance of preferred stock

0

15,798,115

Note payable

(29,240 )

(123,268 )
Preferred dividend distribution

(2,001,002 )

(660,330 )
Cash provided by financing activities

(2,030,242 )

15,014,517

Net increase (decrease) in cash

(13,074,574 )

8,886,956

Cash and cash equivalents, beginning of period

26,411,424

14,824,644

Cash and cash equivalents, end of period

$ 13,336,850

$ 23,711,600

~~cbdMD, INC.~~Supplemental Disclosures of Cash Flow Information:

2022

2021

Cash Payments for:

Interest expense

$ 4,173

$ 7,117

Non-cash financial/investing activities:

Issuance of contingent earnout shares:

$ 730,000

$ 11,271,000

Warrants issued to representative

$ 0

$ 254,950

~~CONSOLIDATED STATEMENT OF CASH FLOWS~~See Notes to Condensed Consolidated Financial Statements
~~FOR THE THREE MONTHS ENDED DECEMBER 31, 2021 AND 2020~~
~~(Unaudited)~~

Three months

Three months

Ended

Ended

December 31,

December 31,

2021

2020

Cash flows from operating activities:

Net Loss

$ (19,160,904 )

$ (9,395,621 )
Adjustments to reconcile net loss to net cash used by operating activities:

Stock based compensation

505,466

248,894

Restricted stock expense

508,754

15,279

Marketing stock amortization

220,000

0

Issuance of stock / warrants for service

0

35,712

Inventory and materials impairment

878,142

0

Depreciation and amortization

340,701

232,658

Impairment of Goodwill and other Intangible Assets

18,183,285

0

Increase/(Decrease) in contingent liability

(5,950,000 )

8,500,000

Realized and unrealized loss of Marketable and other securities

33,350

(542,709 )
Termination benefit

0

305,326

Amortization of operating lease asset

318,017

304,080

Changes in operating assets and liabilities:

Accounts receivable

4,554

(110,072 )
Deposits

121,875

24,000

Inventory

(723,483 )

219,859

Prepaid inventory

(8,189 )

(48,184 )
Prepaid expenses and other current assets

(303,391 )

(310,268 )
Accounts payable and accrued expenses

(127,254 )

(1,500,755 )
Operating lease liability

(321,462 )

(237,952 )
Deferred revenue / customer deposits

3,723

(22,701 )
Collection on discontinued operations accounts receivable

8,342

422,417

Deferred tax liability

0

(332,000 )
Cash from operating activities

(5,468,475 )

(2,192,038 )
Cash flows from investing activities:

Proceeds from sale of other investment securities

0

540,000

Purchase of property and equipment

(231,030 )

(93,294 )
Cash from investing activities

(231,030 )

446,706

Cash flows from financing activities:

Proceeds from issuance of preferred stock

0

15,798,115

Note payable

(14,498 )

(13,564 )
Preferred dividend distribution

(1,000,502 )

(100,050 )
Cash from financing activities

(1,015,000 )

15,684,500

Net (decrease) increase in cash

(6,714,505 )

13,939,168

Cash and cash equivalents, beginning of period

26,411,424

14,824,644

Cash and cash equivalents, end of period

$ 19,696,919

$ 28,763,812

9
Table of Contents

Supplemental Disclosures of Cash Flow Information:

2021

2020

Cash Payments for:

Interest expense

$ 3,234

$ 3,672

Non-cash financial/investing activities:

Issuance of Contingent earnout shares:

$ 405,000

$ -

Warrants issued to representative

$ -

$ 254,950

See Notes to Condensed Consolidated Financial Statements
cbdMD, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY
FOR THE SIX MONTHS ENDED MARCH 31, 2022

Additional

Other

Common Stock

Preferred Stock

Paid in

Comprehensive

Accumulated

Shares

Amount

Shares

Amount

Capital

Income (loss)

Deficit

Total

Balance, September 30, 2021

57,783,340

$ 57,783

5,000,000

5,000

$ 176,417,269

$ 0

$ (73,337,865 )

$ 103,142,187

Issuance of Common stock

494,630

495

-

404,505

0

0

405,000

Issuance of options for share based compensation

-

0

-

505,466

0

0

505,466

Issuance of restricted stock for share based compensation

-

0

-

508,754

0

0

508,754

Preferred dividend

-

0

-

0

0

0

(1,000,502 )

(1,000,502 )
Net Loss

-

0

-

0

0

0

(19,160,904 )

(19,160,904 )
Balance, December 31, 2021

58,277,970

$ 58,278

5,000,000

5,000

$ 177,835,993

$ 0

$ (93,499,271 )

$ 84,400,000

Issuance of Common stock

1,074,243

1,074

-

659,926

0

0

661,000

Issuance of options for share based compensation

-

0

-

291,630

0

0

291,630

Issuance of restricted stock for share based compensation

-

0

-

328,515

0

0

328,515

Preferred dividend

-

0

-

0

0

0

(1,000,500 )

(1,000,500 )
Net Loss

-

0

-

0

0

0

(4,657,215 )

(4,657,215 )
Balance, March 31, 2022

59,352,213

$ 59,352

5,000,000

5,000

$ 179,116,064

$ 0

$ (99,156,986 )

$ 80,023,429

See Notes to Condensed Consolidated Financial Statements

10
Table of Contents

cbdMD, INC.
~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) EQUITY~~
~~FOR THE THREE MONTHS ENDED DECEMBER 31, 2021~~
~~(Unaudited)~~
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY
FOR THE SIX MONTHS ENDED MARCH 31, 2021


Additional

Other

Common Stock

Preferred Stock

Paid in

Comprehensive

Accumulated

Shares

Amount

Shares

Amount

Capital

Income (loss)

Deficit

Total

Balance, September 30, 2021

57,783,340

$ 57,783

5,000,000

5,000

$ 176,417,269

$ 0

$ (73,337,865 )

$ 103,142,187

Issuance of Common stock

494,630

495

-

404,505

0

0

405,000

Issuance of options for share based compensation

-

0

-

505,466

0

0

505,466

Issuance of restricted stock for share based compensation

-

0

-

508,754

0

0

508,754

Preferred dividend

-

0

-

0

0

0

(1,000,502 )

(1,000,502 )
Net Income (loss)

-

0

-

0

0
��

0

(19,160,904 )

(19,160,904 )
Balance, December 31, 2021

58,277,970

$ 58,278

5,000,000

5,000

$ 177,835,993

$ 0

$ (93,499,271 )

$ 84,400,000

See Notes to Condensed Consolidated Financial Statements

Additional

Other

Common Stock

Preferred Stock

Paid in

Comprehensive

Accumulated

Shares

Amount

Shares

Amount

Capital

Income (loss)

Deficit

Total

Balance, September 30, 2020

52,130,870

$ 52,131

500,000

$ 500

$ 126,517,784

$ -

$ (47,388,367 )

$ 79,182,048

Issuance of Preferred Stock

-

0

2,300,000

2,300

15,795,815

-

0

15,795,815

Issuance of options for share based compensation

-

0

-

0

219,875

0

0

219,875

Issuance of restricted stock for share based compensation

-

0

-

0

15,279

0

0

15,279

Preferred dividend

-

0

-

0

0

0

(100,050 )

(100,050 )
Net Loss

-

0

-

0

0

0

(9,395,621 )

(9,395,621 )
Balance, December 31, 2020

52,130,870

$ 52,131

2,800,000

$ 2,800

$ 142,548,753

$ 0

$ (56,884,038 )

$ 85,719,646

Issuance of Preferred Stock

3,711,964

3,712

-

0

11,422,488

0

0

15,795,815

Exercise of options for share based compensation

147,953

148

-

0

627,500

0

0

627,648

Issuance of restricted stock for share based compensation

347,000

347

-

0

1,181,481

0

0

1,181,828

Preferred dividend

-

0

-

0

0

0

(560,279 )

(560,279 )
Net Loss

-

0

-

0

0

0

(12,510,474 )

(12,510,474 )
Balance, March 31, 2021

56,337,787

$ 56,338

2,800,000

$ 2,800

$ 155,780,222

$ 0

$ (69,954,791 )

$ 85,884,569

See Notes to Condensed Consolidated Financial Statements

11
Table of Contents

~~cbdMD, INC.~~
~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) EQUITY~~
~~FOR THE THREE MONTHS ENDED DECEMBER 31, 2020~~
~~(Unaudited)~~

Additional

Other

Common Stock

Preferred Stock

Paid in

Comprehensive

Accumulated

Shares

Amount

Shares

Amount

Capital

Income (loss)

Deficit

Total

Balance, September 30, 2020

52,130,870

$ 52,131

500,000

$ 500

$ 126,517,784

$ -

$ (47,388,367 )

$ 79,182,048

Issuance of Preferred Stock

-

0

2,300,000

2,300

15,795,815

0

0

15,798,115

Issuance of options for share based compensation

-

0

-

0

219,875

0

0

219,875

Issuance of restricted stock for share based compensation

-

0

-

0

15,279

0

0

15,279

Preferred dividend

-

0

-

0

0

0

(100,050 )

(100,050 )
Net Income (loss)

-

0

-

0

0

0

(9,395,621 )

(9,395,621 )
Balance, December 31, 2020

52,130,870

$ 52,131

2,800,000

$ 2,800

$ 142,548,753

$ 0

$ (56,884,038 )

$ 85,719,646

See Notes to Condensed Consolidated Financial Statements
12
~~Table of Contents~~

cbdMD,INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED ~~DECEMBER~~MARCH 31, 2022 AND
2021 ~~sand 2020~~

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

cbdMD, Inc. (“cbdMD”, “we”, “us”, “our”, or the “Company”) is a North Carolina corporation formed on March 17, 2015 as Level Beauty Group, Inc. In November 2016 we changed the name of the Company to Level Brands, Inc. and on May 1, 2019 we changed the name of our Company to cbdMD, Inc. We operate from our offices located in Charlotte, North Carolina. Our fiscal year end is established as September 30.

On December 20, 2018 (the “Closing Date”), the Company, and its newly organized wholly owned subsidiaries AcqCo, LLC and cbdMD LLC (“CBDI”), completed a two-step merger (the “Mergers”) with Cure Based Development, LLC, a Nevada limited liability company (“Cure Based Development”). Upon completion of the Mergers, CBDI survived and operates the prior business of Cure Based Development. As consideration for the Mergers in April of 2019, the Company issued 15,250,000 shares of our common stock to the members of Cure Based Development, of which unrestricted voting rights to 8,750,000 of the shares vest over a five-year period and are subject to a voting proxy agreement, as well as to issue another 15,250,000 shares of our common stock (the “Earnout Shares”) in the future upon certain earnout goals (the “Earnout Rights”) being achieved within five years from the closing of the Mergers.

The Company owns and operates the nationally recognized CBD (cannabidiol) brands cbdMD, Paw CBD and cbdMD Botanicals. The Company sources cannabinoids, including CBD, which are extracted from non-GMO hemp grown on farms in the United States. CBD is a natural substance produced from the hemp plant. The products manufactured by and for the Company comply with the 2018 Farm Bill - our full spectrum products contain trace amounts of THC under the ~~0.03%~~0.3% by dry weight limit in the 2018 Farm ~~Bill~~Act while our broad spectrum products are non-psychoactive as they do not contain detectable levels of tetrahydrocannabinol (THC).

In the third quarter of fiscal 2019 cbdMD launched its new CBD pet brand, Paw CBD. Following the initial positive response to the brand from retailers and consumers, cbdMD, Inc. organized Paw CBD, Inc. (“Paw CBD”) as a separate wholly owned subsidiary on October 22, 2019, to take advantage of its early mover status in the CBD animal health industry. On March 15, 2021 cbdMD formed a new wholly owned subsidiary, cbdMD Therapeutics, LLC (“Therapeutics”) for the purposes of isolating and quantifying the Company’s ongoing investments in science related to its existing and future products, including research and development activities for therapeutic applications.

In July 2021, the Company acquired the assets of Twenty Two Capital, LLC (“Twenty Two”) d/b/a directcbdonline.com (“DCO”). This business operates a CBD marketplace through directcbdonline.com. In addition to the revenue contribution from the business the Company believes this acquisition will provide additional insight on consumer data and industry trends.

The accompanying unaudited interim condensed consolidated financial statements of cbdMD have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the 2021 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of consolidated financial position and the consolidated results of operations for the interim periods presented have been reflected herein. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for fiscal 2021 as reported in the 2021 10-K have been omitted.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries CBDI, Paw CBD and Therapeutics. All material intercompany transactions and balances have been eliminated in consolidation.

The Company’s condensed consolidated financial statements have been prepared in accordance with US GAAP and requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying condensed consolidated financial statements include, but are not limited to, allowances for doubtful accounts, inventory valuation reserves, expected sales returns and allowances, certain assumptions related to the valuation of investments other securities, acquired ~~intangible~~intangibles and long-lived assets and the recoverability of intangible and long-lived assets and income taxes, including deferred tax valuation allowances and reserves for estimated tax liabilities, contingent liability and, hence consideration for the Mergers is a material estimate. Actual results could differ from these estimates.

~~On March 11, 2020,~~While the ~~World Health Organization declared~~Company has been relatively successful in navigating the ~~COVID-19 outbreak to be a global pandemic. In response to this declaration and the rapid spread~~impact of COVID-19, ~~within~~it had previously been affected by temporary manufacturing closures, changes in product distribution and employment and compensation adjustments. There are also ongoing related risks to the ~~United States, federal, state and local governments throughout the country have imposed varying degrees of restriction~~Company’s business depending on ~~social and commercial activity to promote social distancing in an effort to slow the spread~~any resurgence of the ~~illness. We are monitoring the trends on infection rates~~pandemic. The Company continues to monitor macroeconomic conditions to remain flexible and ~~governmental restrictions~~to optimize and ~~are cautiously optimistic impacts to the~~evolve its business ~~environment will be minimal.~~as appropriate.
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Cash and Cash Equivalents

For financial statements purposes, the Company considers all highly liquid investments with a maturity of less than three months when purchased to be cash equivalents.

12
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Accounts Receivable and Accounts Receivable Other

Accounts receivable are stated at cost less an allowance for doubtful accounts, if applicable. Credit is extended to customers after an evaluation of the customer’s financial condition, and generally collateral is not required as a condition of credit extension. Management’s determination of the allowance for doubtful accounts is based on an evaluation of the receivables, past experience, current economic conditions, and other risks inherent in the receivables portfolio. As of ~~December~~March 31, ~~2021~~2022 and September 30, 2021, we had an allowance for doubtful accounts of ~~$12,831~~$19,215 and $3,633, respectively.

Merchant Receivable and Reserve

The Company primarily sells its products through the internet and has an arrangement to process customer payments with third-party payment processors and negotiate the fee based on the market. The arrangement with the payment processors requires that the Company pay a fee between 2.6% and 5.0% of the transaction amounts processed. Pursuant to this agreement, there can be a waiting period between 2 to 5 days prior to reimbursement to the Company, as well as a calculated reserve which some payment processors hold back. Fees and reserves can change periodically with notice from the processors. At ~~December~~March 31, ~~2021,~~2022, the receivable from payment processors included approximately ~~$139,426~~$264,305 for the waiting period amount and is recorded as accounts receivable in the accompanying condensed consolidated balance sheet.

Inventory

Inventory is stated at the lower of cost or net realizable value with cost being determined on a weighted average basis. The cost of inventory includes product cost, freight-in, and production fill and labor (portions of which we outsource to third party manufacturers). Write-offs of potentially slow moving or damaged inventory are recorded based on management’s analysis of inventory levels, forecasted future sales volume and pricing and through specific identification of obsolete or damaged products. We assess inventory quarterly for slow moving products and potential impairments and at a minimum perform a physical inventory count annually near fiscal year end.

Customer Deposits

Customer deposits consist of payments received in advance of revenue recognition. Revenue is recognized as revenue recognition criteria are met.

Property and Equipment

Property and equipment items are stated at cost less accumulated depreciation. Expenditures for routine maintenance and repairs are charged to operations as incurred. Depreciation is charged to expense over the estimated useful lives of the assets using the straight-line method. Generally, the useful lives are five years for manufacturing equipment and automobiles and three years for software, computer, and furniture and equipment. The useful life for leasehold improvements are over the term of the lease, or the remaining economic life of the asset, whichever is shorter. The cost and accumulated depreciation of property are eliminated from the accounts upon disposal, and any resulting gain or loss is included in the consolidated statements of operations for the applicable period. Long-lived assets held and used by the Company are reviewed for impairment whenever changes in circumstance indicate the carrying value of an asset may not be recoverable.

Fair Value Accounting

The Company utilizes accounting standards for fair value, which include the definition of fair value, the framework for measuring fair value, and disclosures about fair value measurements. Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, which are based on an entity’s own assumptions, as there is little, if any, observable market activity. In instances where the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

When the Company records an investment in marketable securities the carrying value is assigned at fair value. Any changes in fair value for marketable securities during a given period will be recorded as an unrealized gain or loss in the consolidated statement of operations. For investment other securities without a readily determinable fair value, the Company may elect to estimate its fair value at cost less impairment plus or minus changes resulting from observable price changes.

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Goodwill

Goodwill represents the excess of cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Identifiable intangible assets acquired in business combinations are recorded based on their fair values at the date of acquisition. Goodwill is not subject to amortization but must be evaluated for impairment annually. The Company tests for goodwill impairment annually or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

In performing a goodwill test, the Company performs a qualitative evaluation and if necessary, a quantitative evaluation. Factors considered in the qualitative test include specific operating results as well as new events and ~~circumstances impacting the operations or cash flows of the business acquired.~~circumstances. For the quantitative test, the Company assesses goodwill for impairment by comparing the carrying value of the business to the respective fair value. The Company determines the fair value of ~~its acquired~~the business using a combination of income- based and market-based approaches and incorporates assumptions it believes market participants would utilize. The income-based approach utilizes discounted cash flows while the market-based approach utilizes market multiples. These approaches are dependent upon internally developed forecasts that are based upon annual budgets and longer-range strategic plans. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in the respective acquired business and in the internally developed forecasts. The Company has analyzed a variety of factors on its business to determine if a circumstance could trigger an impairment ~~loss, and, at this time and based on the information presently known, has determined that is it more likely than not that an impairment loss has occurred.~~loss. See Note 5 ~~more~~for further information on the impairment testing procedures performed.
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~~Table of Contents~~

Intangible Assets

The Company’s intangible assets consist of trademarks and other intellectual property, all of which are accounted for in accordance with Accounting Standards Codification (ASC) Topic 350, Intangibles – Goodwill and Other. ~~The~~Prior to December 31, 2021, the Company ~~employs~~employed the non-amortization approach to account for purchased intangible assets having indefinite lives. Under the ~~non- amortization~~non-amortization approach, intangible assets having indefinite lives are not amortized into the results of operations, but instead are reviewed annually or more frequently if events or changes in circumstances indicate that the assets might be impaired, to assess whether their fair value exceeds their carrying value. ~~We perform~~The Company performed an annual impairment analysis as of August 1 of each fiscal year on the indefinite-lived intangible assets following the steps laid out in ASC 350-30-35-18. ~~Our~~The annual impairment analysis ~~includes~~included a qualitative assessment to determine if it is necessary to perform the quantitative impairment test. In performing a qualitative assessment, ~~we review~~the Company reviewed events and circumstances that could affect the significant inputs used to determine if the fair value is less than the carrying value of the intangible assets. If a quantitative analysis is necessary, wethe Company would analyze various aspects including revenues from the business, associated with the intangible assets. In addition, intangible assets ~~will be~~were tested on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has been incurred. The Company ~~has~~ analyzed a variety of factors on its business to determine if a circumstance could trigger an impairment loss, and, at this time and based on the information presently known, has determined that is it more likely than not that an impairment loss has occurred. See Note 5 more further information on the impairment testing procedures performed. The Company monitors indefinite lived intangibles periodically to determine that the indefinite life continues to be appropriate. See Note 5 for further information regarding changes to indefinite lived assetsperformed at December 31, ~~2021.~~2021 and the Company’s decision to change from indefinite to definite lived status for its trademarks. The Company now accounts for its trademarks in accordance with Accounting Standards Codification (ASC) Topic 360, Property, Plant and Equipment. The Company began amortizing its trademarks over 20 years beginning January 1, 2022 and will perform impairment tests as prescribed by ASC 360, which states that impairment testing should be completed whenever events or changes in circumstances indicate that the asset’s carrying value may not be recoverable. If there are indications that the asset’s carrying value may not be recoverable, there are two further steps involved in long-lived asset impairment testing. Step I of the impairment test, as per ASC 360, involves estimating the Recoverable Amount of the Asset Group and determining the potential for impairment. Step II of the impairment test, as per ASC 360, if necessary, involves quantifying the fair value of the asset group. The Company notes that there are no indications of impairment related to it’s trademarks as of March 31, 2022.

Contingent Liability

A significant component of the purchase price consideration for the Company’s acquisition of Cure Based Development includes a fixed number of future shares to be issued as well as a variable number of future shares to be issued based upon the post-acquisition entity reaching certain specified future revenue targets, as further described in Note 6. The Company made a determination of the fair value of the contingent liabilities as part of the valuation of the assets acquired and liabilities assumed in the business combination.

The Company recognized both the fixed number of shares to be issued, and the variable number of shares to be potentially issued, as contingent liabilities on its consolidated balance sheets. These contingent liabilities were recorded at fair value upon the acquisition date and are remeasured quarterly based on the reassessed fair value as of the end of that quarterly reporting period. Additionally, as the fixed shares were issued on April 19, 2019, the value of the shares at that time, in the amount of $53,215,163, was reclassified from contingent liability to additional paid in capital on the consolidated balance sheet. The first marking period for the Earnout Shares was December 31, 2019 and based on measurement criteria, 5,127,792 shares were issued on February 27, 2020. The value of the issued Earnout Shares as of February 27, 2020 was $4,620,000 and the decrease in value of $6,924,503 from December 31, 2019 related to those shares was recorded in the Statement of Operations for the three months ended March 31, 2020. Additionally, as the 5,127,792 Earnout Shares were issued on February 27, 2020, the value of the shares in the amount of $4,620,000 was reclassified from the contingent liability to additional paid in capital on the consolidated balance sheet. The second marking period for the Earnout Shares ended December 31, 2020 and based on measurement criteria, 3,348,520 Earnout Shares were issued on March 8, 2021. The second marking period shares increased in value by $3,100,012 during the quarter through the time of issuance and had a value of $11,271,000, which was reclassified from the contingent liability to additional paid in capital on the consolidated balance sheet. The first quarter of the third marking period ended on March 31, 2021 and based on the measurement criteria an additional 562,278 Earnout Shares had been earned and issued in May of 2021. These shares deceased in value by $522,104 during the quarter through the time of issuance and had a value of $1,329,000 which was reclassified from the contingent liability to additional paid in capital on the consolidated balance sheet. The second quarter of the third marking period ended on June 30, 2021 and based on the measurement criteria an additional 503,275 Earnout Shares had been earned and issued in August of 2021. These shares deceased in value by $222,442 during the quarter through the time of issuance and had a value of $920,000 which was reclassified from the contingent liability to additional paid in capital on the consolidated balance sheet. The third quarter of the third marketing period ended on September 30, 2021 and based on the measurement criteria an additional 466,713 Earnout Shares had been earned and issued in December 2021. These shares decreased in value by $366,841 during the quarter through the time of issuance and had a value of $405,000 which was reclassified from the contingent liability to additional paid in capital on the consolidated balance sheet.
For the three months ended December 31, 2021, the remaining contingent liabilities associated with the business combination, after the issuance of the third quarter of the third marking period Earnout Shares, were decreased by $6,101,000 to reflect their reassessed fair values as of December 31, 2021. This decrease is reflective of a change in value of the variable number of shares from September 30, 2021. In aggregate, the Company recorded income of $5,695,000 for the three months ended December 31, 2021 between the decrease in the value of the third marking period Earnout Shares and the decrease in value of the remaining contingent liabilities. In May 2020, and subsequently in June 2021 and December 2021, the Company updated the forecasts for performance of the post-acquisition entity based on current trends and performance that would impact the estimated likelihood that the revenue targets disclosed in Note 6 would be met. The primary catalyst for the $6,101,000 decrease in contingent liabilities is the change in the Company’s common share price between September 30, 2021 to December 31, 2021 from $2.08 per share to $1.08 per share. These increases or decreases to the contingent liabilities are reflected within Other Income (Expenses) on the condensed consolidated statements of operations.
As part of the Twenty Two acquisition in July 2021, the Company has a contractual obligation to issue up to an additional 200,000 shares of it’s common stock as additional consideration, dependent upon the acquisition entity meeting future revenue targets. Under GAAP the Company is required to record a non-cash contingent liability associated with the Twenty Two Earnout Shares and at the date of the acquisition, recorded a total contingent liability of $488,561. Under GAAP the Company is obligated to reassess the obligations associated with the Twenty Two Earnout Shares on a quarterly basis and, in the event its estimate of the fair value of the contingent consideration changes, the Company will record increases or decreases in the fair value as an adjustment to earnings. In particular, changes in the market price of the Company’s common stock, which is one of the inputs used in determining the amount of the non-cash contingent liability, will result in increases or decreases in this liability and positively or negatively impact the Company’s net loss or profit for the period. At September 30, 2021, the Company recorded a decrease in value of the contingent liability of $73,561 related to a decrease in the market price of our common stock, which adjusted the total contingent liability related to the Twenty Two Earnout Shares to $416,000. At December 31, 2021, the Company recorded a decrease in value of the contingent liability of $255,000 related to a decrease in the market price of our common stock, which adjusted the total contingent liability related to the Twenty Two Earnout Shares to $161,000.
Paycheck Protection Program Loan

On April 27, 2020, we received a loan in the principal amount of $1,456,100 (the “SBA Loan”) in consideration of a Promissory Note, under the Paycheck Protection Program (“PPP”), which was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (the “SBA”). The intent and purpose of the PPP is to support companies, during the COVID-19 pandemic, by providing funds for certain specified business expenses, with a focus on payroll. As a qualifying business as defined by the SBA, the Company is using the proceeds from this loan to primarily help maintain its payroll as it navigates its business with a focus on returning to normal operations. The term of the Promissory Note is two years, though it may be payable sooner in connection with an event of default under the Promissory Note. The SBA Loan carries a fixed interest rate of one percent per year, with the first payment due seven months from the date of initial cash receipt. Under the CARES Act and the PPP, certain amounts of loans made under the PPP may be forgiven if the recipients use the loan proceeds for eligible purposes, including payroll costs and certain rent or utility costs, and meet other requirements regarding, among other things, the maintenance of employment and compensation levels. The Company used the SBA Loan for qualifying expenses ~~and has applied for forgiveness of the SBA Loan in accordance with the terms of the CARES Act. The Company filed for forgiveness under the terms of the SBA loan~~ and on May 17, 2021 it received notice from the SBA that the loan had been forgiven. The Company subsequently booked $1,466,113 gain for unpaid principal and accrued interest.

Revenue Recognition

Under ASC 606, Revenue from Contracts with Customers,the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASC 606: (i) identify contract(s) with a ~~customer;~~customer; (ii) identify the performance obligations in the ~~contract;~~contract; (iii) determine the transaction ~~price;~~price; (iv) allocate the transaction price to the performance obligations in the ~~contract;~~contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.
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Table of Contents

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The Company meets that obligation when it has shipped products which have been ordered to the customer. The Company has reviewed its various revenue streams for its other contracts under the five-step approach. At ~~December~~March 31, ~~2021,~~2022, the Company has no future performance obligations.

Allocation of Transaction Price

In the Company’s current business model, it does not have contracts with customers which have multiple elements as revenue is driven purely by online product sales or purchase order-based product sales. However, at times in the past, the Company has entered into contracts with customers wherein there were multiple elements that may have disparate revenue recognition patterns. In such instances, the Company must allocate the total transaction price to these various elements. This is achieved by estimating the standalone selling price of each element, which is the price at which we sell a promised good or service separately to a customer.
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~~Table of Contents~~

Revenue Recognition

The Company records revenue from the sale of its products when its customer obtains control, which is upon shipping (and is typically FOB shipping) which is when our performance obligation is met. Net sales are comprised of gross revenues less product returns, trade discounts and customer allowances, which include costs associated with off-invoice mark-downs and other price reductions, as well as trade promotions. These incentive costs are recognized at the later of the date on which the Company recognizes the related revenue or the date on which the Company offers the incentive. The Company currently offers a 60-day, money back guarantee.

Regarding sales for services provided, the Company records revenue when the customer has accepted services and the Company has a right to payment. Based on the contracted services, revenue is recognized when the Company invoices customers for completed services at agreed upon rates or revenue is recognized over a fixed period of time during which the service is performed.

Disaggregated Revenue

The Company’s product revenue is generated primarily through two sales channels, E-commerce sales (formerly referred to as consumer sales) and wholesale sales. The Company believes that these categories appropriately reflect how the nature, amount, timing and uncertainty of revenue and cash flows are impacted by economic factors.

A description of the Company’s principal revenue generating activities are as follows:

-
E-commerce sales - consumer products sold through the Company’s online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of ~~shipment;~~shipment; and

-
Wholesale sales - products sold to the Company’s wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms vary and can typically be 30 days from the date control over the product is transferred to the customer.
~~The following table represents a disaggregation of revenue by sales channel:~~

Three Months

Three Months

ended

ended

December 31,

December 31,

2021

% of total

2020

% of total

Wholesale sales

$ 2,205,735

23.7 %

$ 2,627,180

21.3 %
E-commerce sales

7,116,087

76.3 %

9,701,123

78.7 %
Total Net Sales

$ 9,321,822

100.0 %

$ 12,328,303

100.0 %

Contract liabilities represent unearned revenues and are presented as deferred revenue or customer deposits on the condensed consolidated balance sheets.
The Company has no material contract assets nor contract liabilities at ~~December~~March 31, ~~2021.~~2022.
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The following tables represent a disaggregation of revenue by sales channel:

Three Months

Three Months

Ended March

Ended March

31,2022

% of total

31,2021

% of total

Wholesale sales

$ 3,048,332

31.7 %

$ 3,436,176

29.1 %
E-commerce sales

6,580,554

68.3 %

8,362,435

70.9 %
Total Net Sales

$ 9,628,886

100.0
%

$ 11,798,611

100.0
%

Six Months

Six Months

Ended March

Ended March

31,2022

% of total

31,2021

% of total

Wholesale sales

$ 5,254,067

27.7 %

$ 6,063,356

25.1 %
E-commerce sales

13,696,641

72.3 %

18,063,558

74.9 %
Total Net Sales

$ 18,950,708

100.0 %

$ 24,126,914

100.0 %

Cost of Sales

The Company’s cost of sales includes costs associated with distribution, fill and labor expense, components, manufacturing overhead, third-party providers, and outbound freight for the Company’s products sales, and includes labor for its service sales. For the Company’s product sales, cost of sales also includes the cost of refurbishing products returned by customers that will be offered for resale, if any, and the cost of inventory write-downs associated with adjustments of held inventories to their net realizable value. These expenses are reflected in the Company’s consolidated statements of operations when the product is sold and net sales revenues are recognized or, in the case of inventory write-downs, when circumstances indicate that the carrying value of inventories is in excess of their net realizable value.

Income Taxes

The Company is a North Carolina corporation that is treated as a corporation for federal and state income tax purposes. As of October 1, 2019, CBDI and Paw CBD were wholly owned subsidiaries and are disregarded entities for tax purposes and their entire share of taxable income or loss is included in the tax return of the Company and as of March 15, 2021, Therapeutics is also a wholly owned subsidiary and is a disregarded entity for tax purposes and its entire share of taxable income or loss is included in the tax return of the Company.

The Company accounts for income taxes pursuant to the provisions of the Accounting for Income Taxestopic of the FASB ASC 740 which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The Company uses the inside basis approach to determine deferred tax assets and liabilities associated with its investment in a consolidated pass-through entity. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

Concentrations

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, and securities.

The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) covers $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. The Company had a ~~$18,728,936~~$12,621,509 uninsured balance at ~~December~~March 31, ~~2021~~2022 and a $23,508,953 uninsured balance at September 30, 2021.

Concentration of credit risk with respect to receivables is principally limited to trade receivables with corporate customers that meet specific credit policies. Management considers these customer receivables to represent normal business risk. The Company did not have any customers that represented a significant amount of our sales for the three and six months ended ~~December~~March 31, ~~2021.~~2022.
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Stock-Based Compensation

The Company accounts for its stock compensation under the ASC 718-10-30, Compensation - Stock Compensationusing the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the Black-Scholes model for measuring the fair value of options and warrants. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. The Company recognizes forfeitures when they occur.

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Earnings (Loss) Per Share

The Company uses ASC 260-10, Earnings Per Share for calculating the basic and diluted income (loss) per share. The Company computes basic income (loss) per share by dividing net income (loss) and net income (loss) attributable to common shareholders, after deducting preferred stock dividends, by the weighted average number of common shares outstanding. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive.

New Accounting Standards
~~In August 2018, the FASB issued ASU No. 2018-13,~~ ~~Fair Value Measurement (Topic 820).~~ The ASU modifies, removes, and adds several disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The ASU 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted ASU 2018-13 on October 1, 2020. The adoption of this standard had no material impact on the Company’s consolidated financial statements and disclosures.

In December 2019, the FASB issued ASU 2019-12, Income Taxes, Simplifying the Accounting for Income Taxes (Topic 740). The ASU eliminates certain exceptions to the guidance in Accounting Standards Codification (ASC or Codification) 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance also clarifies that single-member limited liability companies and similar disregarded entities that are not subject to income tax are not required to recognize an allocation of consolidated income tax expense in their separate financial statements, but they could elect to do so. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The adoption of this standard had no material impact on the Company's consolidated financial statements and disclosures.

NOTE 2 – MARKETABLE SECURITIES AND INVESTMENT OTHER SECURITIES

The Company has, from time to time, entered into contracts where a portion of the consideration provided by the customer in exchange for the Company’s services was common stock, options or warrants (an equity position). In these situations, upon invoicing the customer for the stock or other instruments, the Company recorded the receivable as accounts receivable other, and used the value of the stock or other instrument upon invoicing to determine the value. If there is insufficient data to support the valuation of the security directly, the Company will value it, and the underlying revenue, on the estimated fair value of the services provided. In determining fair value of marketable securities and investment other securities, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty credit risk in our assessment of fair value. The Company determines the fair value fair value of marketable securities and investment other securities based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

·
Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

·
Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

·
Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

Where an accounts receivable other is settled with the receipt of the common stock or other instrument, the common stock or other instrument was classified as an asset on the consolidated balance sheet as either an investment marketable security (when the customer is a public entity) or as an investment other security (when the customer is a privately held entity).

For the three months ended ~~December~~March 31, 2022 and 2021, the Company recorded $0 and ~~December~~$2,852, respectively, and for the six months ended March 31, ~~2020~~2022 and 2021 the Company recorded $(33,350) and ~~$542,710,~~$545,562 respectively, of realized and unrealized gain (loss) on marketable and other securities, including impairments. The realized loss in the first quarter of fiscal 2022 was a result of marking the Company’s holdings of 1,042,193 shares of Isodiol International, Inc (“Isodiol”) down to zero after ~~Isodioal~~Isodiol was delisted from the TSX during December 2021. The gain in the prior year was driven by the sale of our investment in Formula Four Beverages, Inc. that was previously written to zero based on prior information related to the company’s performance and COVID-19 impacts.

In September 2020, the Company purchased a membership interest in Adara Sponsor LLC for $250,000, which along with proceeds from other investors was utilized as an investment in Adara Acquisition Corporation (“Adara”), a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (a “SPAC”). On January 13, 2021, the Company executed second tranche subscriptions agreements and funded the remaining $750,000 commitment into Adara Sponsor, LLC. On February 9, 2021, the public shares of Adara began trading on the NYSE. Commencing March 24, 2021, holders of the 11,500,000 units sold in the Adara’s initial public offering could elect to separately trade shares of the Adara Class A common stock and warrants included in the units. The shares of Class A common stock and warrants that were separated now trade on NYSE American LLC under the symbols “ADRA” and “ADRA WS”, respectively. On ~~December~~March 31, ~~2021,~~2022, the Company’s implied, indirect ownership in Adara represented 4.4% (633,988 shares) and 10.1% (1 million) of the warrants. As of ~~December~~March 31, ~~2021,~~2022, ADRA stock closed at ~~$9.79~~$9.88 while ADRA WS closed at ~~$0.49.~~$0.32.
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Adara’s focus of targets to pursue for the business combination are expected to be in the consumer products industry including business in the health and wellness, ecommerce, discretionary spending, information technology sectors and related channels of distribution. While Adara is currently a listed company, the Company’s investment is in Adara Sponsor, LLC and consequently the Company has classified this investment as Level 3 for fair value measurement purposes as there are no observable inputs. In valuing the investment, the Company used the value paid, which was the price offered to all third-party investors. The Company assessed the common stock and determined there was not an impairment for the period ended ~~December~~March 31, ~~2021.~~
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~~The~~2022.The table below summarized the assets valued at fair value as of ~~December~~March 31, ~~2021:~~2022:


In Active

In Active

Markets for

Significant Other

Significant

Markets for

Significant Other

Significant

Identical Assets

Observable

Unobservable

Total Fair Value

Identical Assets

Observable

Unobservable

Total Fair Value

and Liabilities

Inputs

Inputs

at December 31,

and Liabilities

Inputs

Inputs

at March 31,

(Level 1)

(Level 2)

(Level 3)

2021

(Level 1)

(Level 2)

(Level 3)

2022

Investment other securities

$ -

$ -

$ 1,000,000

$ 1,000,000

$ 0

$ 0

$ 1,000,000

$ 1,000,000

(Level 1)

(Level 2)

(Level 3)

2021

(Level 1)

(Level 2)

(Level 3)

2021

Balance at September 30, 2021

33,351

-

1,000,000

1,033,351

33,351

0

1,000,000

1,033,351

Change in value of equities

(33,351)

-

(33,351 )

(33,351 )

0

(33,351 )
Additional Investment

0

0

0

0

0

Balance at December 31, 2021

$ 0

$ 0

$ 1,000,000

$ 1,000,000

$ 0

$ 0

$ 1,000,000

$ 1,000,000

Change in value of equities

0

0

0

Additional Investment

0

0

Balance at March 31, 2022

$ 0

$ 0

$ 1,000,000

$ 1,000,000


NOTE 3 –- INVENTORY

Inventory at ~~December~~March 31, ~~2021~~2022 and September 30, 2021 consists of the following:

December 31,

September 30,

March 31,

September 30,

2021

2021

2022

2021

Finished Goods

$ 3,163,799

$ 3,362,897

$ 3,309,847

$ 3,362,897

Inventory Components

1,704,055

1,729,176

1,509,798

1,729,176

Inventory Reserve

(646 )

(70,206 )

(106,604 )

(70,206 )
Inventory prepaid

559,708

551,519

519,128

551,519

Total Inventory

$ 5,426,916

$ 5,573,386

$ 5,232,169

$ 5,573,386

Abnormal amounts of idle facility expense, freight, handling costs, scrap and wasted material (spoilage) are expensed in the period they are in incurred and no material expenses related to these items occurred in the three months ended ~~December~~March 31, 2021. At the end of the quarter ended December 31, 2021, the Company wrote down inventory of $878,142, primarily related to a rationalization of a number of product lines and stock keeping units ("SKUs") at the end of the quarter, as we are working to streamline our offering to higher velocity products and eliminate slow-moving and aging SKUs.2022.

NOTE 4 – PROPERTY AND EQUIPMENT

December 31,

September 30,

2021

2021

Computers, furniture and equipment

$ 635,287

$ 549,910

Manufacturing equipment

2,968,838

2,968,838

Leasehold improvements

1,016,273

870,621

Automobiles

35,979

35,979

4,656,377

4,425,348

Less accumulated depreciation

(2,152,157 )

(1,863,774 )
Property and equipment, net

$ 2,504,220

$ 2,561,574

Major classes of property and equipment at March 31, 2022 and September 30, 2021 consist of the following:

March 31,

September 30,

2022

2021

Computers, furniture and equipment

$ 678,421

$ 549,910

Manufacturing equipment

3,079,499

2,968,838

Leasehold improvements

1,016,273

870,621

Automobiles

35,979

35,979

4,810,173

4,425,348

Less accumulated depreciation

(2,475,553 )

(1,863,774 )
Property and equipment, net

$ 2,334,619

$ 2,561,574


Depreciation expense related to property and equipment was ~~$288,384~~$323,294 and ~~$232,806~~$240,517 for the three months ended ~~December~~March 31, 2022 and 2021, respectively and ~~2020,~~was $611,780 and $473,323 for the six months ended March 31, 2022 and 2021, respectively.
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NOTE 5 – GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company had ~~two components of~~ goodwill ~~as of~~at December 31, 2021 ~~$54,669,997 which relates to the core cbdMD business and $2,000,973 related to the Company’s purchase~~ of ~~Directcbdonline.com in July of 2021.~~$56,670,970. The Company performs a Step 0 goodwill impairment analysis annually following the steps laid out in ASC 350-20-35-3C. Our annual impairment analysis includes a qualitative assessment to determine if it is necessary to perform the quantitative impairment test. In performing a qualitative assessment, we review events and circumstances that could affect the significant inputs used to determine if the fair value is less than the carrying value of goodwill. From time to time the Company also evaluates goodwill impairment on a quarterly basis if any triggering events have occurred that would require such analysis. ~~The~~For the three months ended December 31, 2021, the Company performed a Step 0 goodwill impairment analysis on consolidated goodwill and determined that a triggering event had occurred to necessitate performing the quantitative impairment test. After performing the quantitative impairment test in accordance with ASC 350-20-35-3C, the Company determined that goodwill was impaired by $13,898,285. The Company has recorded this impairment to reduce total goodwill on its condensed consolidated balance sheets and has recorded the corresponding impairment expense on its condensed consolidated statement of operations as of December 31, 2021. The Company performed the same analysis as of March 31, 2022 and determined that no additional impairment has occurred.
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Intangible Assets

In July 2021, the Company completed the acquisition of DCO and acquired certain assets, including the trade name, domains and certain other intellectual property. The tradename will be used in marketing and branding of the website. The Company believes the trade name has a 10 year life. In addition to the trade name, DCO has a technology platform used to market to its customer and the Company believes it has a 4 year life.

On December 20, 2018, the Company completed the Mergers with Cure Based Development and acquired certain assets, including the trademark “cbdMD” and its variants and certain other intellectual property. The trademark is the cornerstone of this subsidiary and is key as the Company creates and distributes products and continue to build this brand. The Company believed the trademark did not have limits on the time it would contribute to the generation of cash flows and therefore identified these as indefinite lived intangible assets.

In September 2019, the Company purchased the rights to the trademark name HempMD for $50,000. This trademark will be used in the marketing and branding of certain products to be released under this brand name. ~~The~~At the time of acquisition, the Company believes the trademark does not have limits on the time it will contribute to the generation of cash flows and therefore has identified these as indefinite-lived intangible assets.

As of December 31, 2021, the Company has re-assessed the “cbdMD” and “HempMD” trademarks and have determined that the trademarks should be classified as definite lived intangible assets with useful lives of 20 years versus indefinite lived intangible assets. The Company used a variety of factors in determining the reclassifications and have made the reclassifications following guidance prescribed by ASC 350-30-35-17, which states that when a reporting entity subsequently determines that in indefinite-lived intangible asset has a finite useful life, the reporting entity should test the asset for impairment as an indefinite lived asset prior to commencing amortization. As of December 31, 2021, the Company has prepared a tradename impairment analysis in accordance with ASC 350 and has determined that the “cbdMD” trademark was impaired by $4,285,000. The Company has recorded this impairment charge as a reduction in the carrying value of the intangible assets on its condensed consolidated balance sheets with the corresponding impairment expense recorded on its condensed consolidated statements of operations. The Company ~~will begin prospectively~~began amortizing the trademarks over their useful lives of 20 years as of January 2022.

Intangible assets as of ~~December~~March 31, ~~2021~~2022 and September 30, 2021 consisted of the following:


December 31,

September 30,

March 31,

September 30,

2021

2021

2022

2021

Indefinite lived:

Trademark related to cbdMD

$ 17,300,000

$ 21,585,000

$ 17,300,000

$ 21,585,000

Trademark for HempMD

50,000

50,000

50,000

50,000

Definite lived intangible assets:

Technology Relief from Royalty related to DirectCBDOnline.com

667,844

667,844

667,844

667,844

Tradename related to DirectCBDOnline.com

749,567

749,567

749,567

749,567

Amortization of definite lived intangible assets:

(100,799 )

(48,482 )

(378,153 )

(48,482 )
Total

$ 18,666,612

$ 23,003,929

$ 18,389,258

$ 23,003,929

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NOTE 6 – ~~Contingent Consideration~~CONTINGENT CONSIDERATION

As consideration for the Mergers, described in Note 1, the Company had a contractual obligation to issue 15,250,000 shares of its common stock, after approval by its shareholders, to the members of Cure Based Development, issued in two tranches 6,500,000 shares and 8,750,000 shares, both of which are subject to leak out provisions, and the unrestricted voting rights to 8,750,000 tranche of shares will also vest over a five year period and are subject to a voting proxy agreement. The Merger Agreement also provides that an additional 15,250,000 Earnout Shares can be issued upon the satisfaction of certain aggregate net revenue criteria by cbdMD within 60 months following the Closing Date.
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The contractual obligations and earn out provision are accounted for as a contingent liability and fair value is determined using Level 3 inputs, as estimating the fair value of these contingent liabilities require the use of significant and subjective inputs that may and are likely to change over the duration of the liabilities with related changes in internal and external market factors.

The initial two tranches totaling 15,250,000 shares were valued using a market approach method and included the use of the following inputs: share price upon contractual obligation, discount for lack of marketability to address leak out restrictions, and probability of shareholder disapproval. In addition, the 8,750,000 shares in the second tranche also included an input for a discount for lack of voting rights during the vest periods.

The Merger Agreement also provides that an additional 15,250,000 Earnout Shares would be issued as part of the consideration for the Mergers, upon the satisfaction of certain aggregate net revenue criteria by cbdMD within 60 months following the Closing Date as follows, as measured at four intervals (each a “marking period”): the completion of 12, 24, 42, and 59 calendar months from the Closing Date, and based upon the ratios set forth below:

Aggregate Net Revenues
Shares Issued/ Each $ of Aggregate Net Revenue Ratio

$1 - $20,000,000

.190625
$20,000,001 - $60,000,000

.0953125
$60,000,001 - $140,000,000

.04765625
$140,000,001 - $300,000,000

.23828125

For clarification purposes, the Aggregate Net Revenues during a Marking Period shall be multiplied by the applicable Shares Issued/Each $ of Aggregate Net Revenue Ratio, minus, the number of shares issued as a result of Aggregate Net Revenues during the prior marking periods.

The issuance of the initial 15,250,000 shares and the 15,250,000 Earnout Shares were approved by the Company’s shareholders in April 2019. The initial shares were issued upon shareholder approval on April 19, 2019 and had a carrying value of $ 53,215,163. Additionally, as the 15,250,000 initial shares were issued, the value of the shares in the amount of $53,215,163 was reclassified from the contingent liability to additional paid in capital on the consolidated balance sheet. In addition, the first marking period for the Earnout Shares was December 31, 2019 and based on measurement criteria, 5,127,792 Earnout Shares were issued on February 27, 2020 and had a value of $4,620,000 which was reclassified from the contingent liability to additional paid in capital on the consolidated balance sheet. The second marking period for the Earnout Shares was December 31, 2020 and based on measurement criteria, 3,348,520 Earnout Shares were issued on March 8, 2021 and had a value of $11,271,000 which was reclassified from the contingent liability to additional paid in capital on the consolidated balance sheet. The first quarter of the third marking period ended on March 31, 2021 and based on the measurement criteria an additional 562,278 Earnout Shares had been earned and issued in May of 2021. These shares deceased in value by $522,104 during the quarter through the time of issuance and had a value of $1,329,000 which was reclassified from the contingent liability to additional paid in capital on the consolidated balance sheet. The second quarter of the third marking period ended on June 30, 2021 and based on the measurement criteria an additional 503,275 Earnout Shares had been earned and issued in August of 2021. These shares decreased in value by $222,442 during the quarter through the time of issuance and had a value of $920,000, which was reclassified from the contingent liability to additional paid in capital on the consolidated balance sheet. The third quarter of the third marketing period ended on September 30, 2021 and based on the measurement criteria an additional 466,713 Earnout Shares were earned and issued in December 2021. These shares decreased in value by $366,841 during the quarter through the time of issuance and had a value of $405,000, which was reclassified from the contingent liability to additional paid in capital on the consolidated balance sheet. The fourth quarter of the third marketing period ended on December 31, 2021 and based on the measurement criteria an additional 444,243 Earnout Shares were earned and issued in March 2022. These shares increased in value by $41,914 during the quarter through the time of issuance and had a value of $325,000, which was reclassified from the contingent liability to additional paid in capital on the consolidated balance sheet

The third marking period was originally an 18 month period commencing on January 1, 2021 and ending on June 30, 2022 (the “Third Marking Period End Date”), after which time the determination of the issuance of any remaining Earnout Shares would be made pursuant to the terms of the Merger Agreement. On March 31, 2021 the Company entered into Addendum No. 1 to the Merger Agreement (“Addendum No. 1”) with the holders of the remaining Earnout Rights which amended the measurement periods within the third marking period to change the determination of the aggregate net revenues within the third marking period to a quarterly basis for each of the six fiscal quarters within the third marking period, beginning with the quarter ended March 31, 2021, instead of following Third Marking Period End Date. This change in the measurement date, however, has no effect on the number of remaining Earnout Shares issuable under the Earnout Rights and no effect on the earnout ~~targets;~~targets; Addendum No. 1 simply changes the physical issuance date(s) of the remaining Earnout Shares, if in fact, such shares are earned pursuant to the terms of the Merger Agreement. Addendum No. 1 did not change any of the terms of the fourth marking period (as that term is defined in the Merger Agreement). This change did not impact the fair value of the contingent liability. The value of the contingent liability was ~~$3,340,000~~$2,810,000 and $9,440,000 at ~~December~~March 31, ~~2021~~2022 and September 30, 2021, respectively.
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As part of the Twenty Two acquisition in July 2021, the Company has a contractual obligation to issue up to an additional 200,000 shares of ~~it’s~~its common stock as additional consideration, dependent upon the acquisition entity meeting future revenue targets. Under GAAP the Company is required to record a non-cash contingent liability associated with the Twenty Two Earnout Shares and at the date of the acquisition, recorded a total contingent liability of $488,561. Under GAAP the Company is obligated to reassess the obligations associated with the Twenty Two Earnout Shares on a quarterly basis and, in the event its estimate of the fair value of the contingent consideration changes, the Company will record increases or decreases in the fair value as an adjustment to earnings. In particular, changes in the market price of the Company’s common stock, which is one of the inputs used in determining the amount of the non-cash contingent liability, will result in increases or decreases in this liability and positively or negatively impact the Company’s net loss or profit for the period. At September 30, 2021, the Company recorded a decrease in value of the contingent liability of $73,561 related to a decrease in the market price of our common stock, which adjusted the total contingent liability related to the Twenty Two Earnout Shares to $416,000. At December 31, 2021, the Company recorded a decrease in value of the contingent liability of $255,000 related to a decrease in the market price of our common stock, which adjusted the total contingent liability related to the Twenty Two Earnout Shares to $161,000. At March 31, 2022, the Company recorded a decrease in value of the contingent liability of $148,000 related to a decrease in the market price of our common stock, which adjusted the total contingent liability related to the Twenty Two Earnout Shares to $13,000.

In November of 2021 the Company entered into a contractual obligation to issue up to 120,000 RSUs to an employee. During the twelve month period ending December 31, 2022, the employee shall receive RSUs that are dependent upon a minimum $3 million and up to $8 million of net sales generated by the employee through accounts established and opened by the employee. The shares will be subject to meeting the minimum $3 million of net sales as well as to calculations including volume-weighted average stock price minimum and maximum. As of December 31, 2021 the estimated revenue target to be met by the employee through December 31, 2022 was below the minimum threshold for earning RSUs, and therefore, the Company recorded a zero liability related to this contingent liability at December 31, 2021. ~~The Company will continue to assess~~During the ~~fair value of~~three months ended March 31, 2022, the employee resigned their position with the company. As such, this ~~liability each reporting period until the settlement date.~~contractual obligation was terminated.

NOTE 7 – RELATED PARTY TRANSACTIONS

The Company, as noted in Note 2, and a number of its affiliates have invested into Adara through Adara Sponsor. Martin Sumichrast, the Company’s co-CEO, is also CEO of Adara.

NOTE 8 – SHAREHOLDERS’ EQUITY

Preferred Stock – The Company is authorized to issue 50,000,000 shares of preferred stock, par value $0.001 per share. In October 2019, the Company designated 5,000,000 of these shares as 8.0% Series A Cumulative Convertible Preferred Stock. Our 8.0% Series A Cumulative Convertible Preferred Stock ranks senior to our common stock for liquidation or dividend provisions and holders are entitled to receive cumulative cash dividends at an annual rate of 8.0% payable monthly in arrears for the prior month. The Company reviewed ASC 480 – Distinguishing Liabilities from Equityin order to determine the appropriate accounting treatment for the preferred stock and determined that the preferred stock should be treated as equity. There were 5,000,000 and 5,000,000 shares of 8.0% Series A Cumulative Convertible Preferred Stock issued and outstanding at ~~December~~March 31, ~~2021~~2022 and September 30, 2021, respectively.

The total amount of preferred dividends declared and paid were ~~$1,000,502~~$1,000,500 and ~~$100,050,~~$560,280, respectively, for the three months ended ~~December~~March 31, 2022 and 2021. The total amount of dividends declared and paid were $2,001,002 and $660,330 for the six months ended March 31, 2022 and March 31, 2021, ~~and 2020.~~respectively.

Common Stock – The Company is authorized to issue 150,000,000 shares of common stock, par value $0.001 per share. There were ~~58,277,970~~59,352,213 and 57,783,340 shares of common stock issued and outstanding at ~~December~~March 31, ~~2021~~2022 and September 30, 2021, ~~respectively.~~respectively
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~~Table of Contents~~

Preferred stock transactions:

The Company had no preferred stock ~~transaction~~transactions in the three and six months ended ~~December~~March 31, ~~2021.~~2022.

In the ~~three~~six months ended ~~December~~March 31, ~~2020:~~2021:

On December 8, 2020, the Company completed a follow-on firm commitment underwritten public offering of 2,300,000 shares of its 8.0% Series A Cumulative Convertible Preferred Stock for aggregate gross proceeds of $17.25 million. The Company received approximately $15.8 million in net proceeds after deducting underwriting discounts and commissions. The Company also issued to the representative of the underwriters warrants to purchase in aggregate 150,502 shares of common stock with an exercise price of $3.74. The warrants were valued at $254,950 and expire on December 8, 2025.

Common stock transactions:

In the ~~three~~six months ended ~~December~~March 31, ~~2021:~~2022:
In March 2022 the Company issued 444,243 shares of restricted common stock in connection with the Earnout Shares as referenced in Note 6.

On December 28, 2021 the Company issued 466,713 shares of restricted common stock in connection with the Earnout Shares as referenced in Note 6.

In October 2021, the Company issued 25,000 shares of restricted common stock to an executive officer of the Company, subject to a January 1, 2022 vest.
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In the six months ended March 31, 2021:
In March of 2021, the Company issued 180,000 shares of restricted common stock to a professional athlete to completely satisfy a $800,000 obligation due between July and December of 2021. The Company recorded a total prepaid expense of $649,800 in conjunction with the issuances of shares and intends to amortize this over the term of the athlete’s agreement.
In March of 2021, the Company issued 27,000 of restricted stock awards to the Company’s board of directors. Two thousand of the shares vested at the time of the grant, while the balance vest one fourth on June 30, 2021, one fourth, on September 30, 2021, one fourth on December 31, 2021, and one fourth on March 31, 2022. The stock awards were valued at the fair market price of $118,800 upon issuance and will amortize over the individual vesting periods.
In March 2021, the Company issued 3,348,520 shares of common stock in connection with the Earnout Shares as referenced in Note 6.
In February 2021 as partial compensation pursuant to the terms of a Personal Services Agreement for the endorsement of the Company’s products, the Company issued 40,000 common shares. The Company recorded a total prepaid expense of $155,200 in conjunction with the issuance of shares.
In January of 2021 the Company issued 167,500 of restricted stock awards to an aggregate of 15 employees. A majority vested immediately with the balance vesting by April 6, 2021. The stock awards were valued at the fair market price of $494,125 upon issuance and amortized over the individual vesting periods.
In October of 2020 the Company issued 50,000 of restricted stock awards to an executive officer, subject to a multi-year vesting schedule with a minimum one year before the first tranche vests as noted below in Note 9.
Stock option transactions:

In the six months ended March 31, 2022:
In March of 2022, the Company granted its board of directors an aggregate of 120,000 common stock options. The options vested immediately, have a strike price of $0.818 and a five-year term. The Company has recorded a total prepaid expense of $57,000 and intends to amortize the expense over the 12-month board term.
In January of 2022, the Company granted an aggregate of 130,000 common stock options to a group of 9 employees. These options vest upon grant and the Company has recorded an expense for these options of $79,500 for the three months ended ~~December~~March 31, ~~2021:~~2022

In October 2021, the Company granted an aggregate of 75,000 common stock options to an executive officer. These options vest on October 1, 2022. The Company has recorded an expense for these options of ~~$2,302~~$23,025 and $46,050 for the three and six months ended ~~December~~March 31, ~~2021.~~2022.

In the six months ended March 31, 2021:
In March 2021, the Company granted its board of directors an aggregate of 150,000 common stock options. The options vested immediately, have a strike price of $4.40 and a five-year term. The Company has recorded a total prepaid expense of $395,850 and intends to amortize the expense over the 12-month board term.
In January 2021, the Company granted an aggregate of 80,000 common stock options to three employees. The options vest in three equal tranches, the first on April 15, 2021, the second on April 15, 2022 and the third on April 14, 2023 and have an exercise price of $3.10 per share and a term of 10 years. The Company has recorded an expense of $66,967 for the three months ended ~~December~~March 31, ~~2020:~~2021 for these options.

In October 2020, the Company granted an aggregate of 350,000 common stock options to an executive officer. The options vest in three equal tranches, the first on October 1, 2021, the second on October 1, 2022 and the third on October 1, 2023, and have an exercise price of $3,50, $5.00, and $6.50 per share and a term of 5 years. The Company has recorded an expense for these options of $31,054 for both the three months ended December 31, 2021 and 2020, respectively.

The expected volatility rate was estimated based on ~~comparison to~~a weighted average mix of the ~~volatility~~volatilities of the Company and a peer group of companies in similar industries. The expected term used was the full term of the contract for the issuances. The risk-free interest rate for periods within the contractual life of the option is based on U.S. Treasury securities. The pre-vesting forfeiture rate of zero is based upon the experience of the Company. As required under ASC 718, the Company will adjust the estimated forfeiture rate to its actual experience. Management will continue to assess the assumptions and methodologies used to calculate estimated fair value of share-based compensation. Circumstances may change and additional data may become available over time, which could result in changes to these assumptions and methodologies, and thereby materially impact our fair value determination.

The following table summarizes the inputs used for the Black-Scholes pricing model on the options issued in the three months ended ~~December~~March 31, ~~2021~~2022 and ~~2020:~~2021:


March 31,

March 31,

2021

2020

2022

2021

Weighted average exercise price

$ 1.96

$ 5.11

$0.82 - $0.975

$ 4.65

Risk free interest rate

0.93
%

0.16 %

1.56% - 1.66%

0.16% - 0.85%

Volatility

101.62
%

100.72 %

100.23% - 100.30

100.72% - 1005.43%

Expected term

3 Years

4 years

2.5 - 5 years

2.5 - 6.2 years

Divident yield

None

None

None

None

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Warrant Transactions:

The Company has no warrant transactions during the three and six month ended ~~December~~March 31, ~~2021.~~2022.

In the ~~three~~six months ended ~~December~~March 31, ~~2020:~~2021:

In December 2020 in relation to the follow-on firm commitment underwritten public offering of the 8.0% Series A Cumulative Convertible Preferred Stock, the Company issued to the representative of the underwriters warrants to purchase in aggregate 150,502 shares of common stock with an exercise price of $3.74. The warrants expire on December 8, 2025.

The following table summarizes the inputs used for the Black-Scholes pricing model on the warrants issued in the three months ended ~~December~~March 31, ~~2021~~2022 and ~~2020:~~2021:


March 31,

March 31,

2021

2020

2022

2021

Weighted average exercise price

$ -

$ 3.74

$ -

$ 3.74

Risk free interest rate

-

0.39 %

-

0.39 %
Volatility

-

103.42 %

-

103.42 %
Expected term

-

2.75 years

-

2.75 years

Divident yield

-

None

-

None


NOTE 9 – STOCK BASED COMPENSATION

Equity Compensation Plan – On June 2, 2015, the Board of Directors of the Company approved the 2015 Equity Compensation Plan (“2015 Plan”). The 2015 Plan initially made 1,175,000 common stock shares, either unissued or reacquired by the Company, available for awards of options, restricted stocks, other stock grants, or any combination thereof. The number of shares of common stock available for issuance under the 2015 Plan shall automatically increase on the first trading day of October each calendar year during the term of the 2015 Plan, beginning with calendar year 2016, by an amount equal to one percent (1%) of the total number of shares of common stock outstanding on the last trading day in September of the immediately preceding fiscal year, but in no event shall any such annual increase exceed 100,000 shares of common stock. On April 19, 2019, shareholders approved an amendment to the 2015 Plan and increased the number of shares available for issuance under the 2015 Plan to 2,000,000 and retained the annual evergreen increase provision of the plan.
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On January 8, 2021, the Company’s Board of Directors approved the 2021 Equity Compensation Plan (the “2021 Plan”) and it was subsequently approved by its shareholders at its annual meeting held on March 12, 2021. The purpose of the 2021 Plan is to advance the interests of the Company by providing an incentive to attract, retain and motivate highly qualified and competent persons who are important to it and upon whose efforts and judgment the success of the Company is largely dependent. The 2021 Plan made 5,000,000 common shares, either unissued or reacquired by the Company, available for awards of options, restricted stocks, other stock grants, or any combination thereof. The 2021 Plan also contains an “evergreen formula” pursuant to which the number of shares of common stock available for issuance under the 2021 Plan will automatically increase on October 1 of each calendar year during the term of the 2021 Plan, beginning with calendar year 2022, by an amount equal to 1.0% of the total number of shares of common stock outstanding on September 30 of such calendar year, up to a maximum of 250,000 shares.

The Company accounts for stock-based compensation using the provisions of ASC 718. ASC 718 codification requires companies to recognize the fair value of stock-based compensation expense in the financial statements based on the grant date fair value of the options. All options are approved by the Compensation, Corporate Governance and Nominating Committee of the Board of Directors. Restricted stock awards that vest in accordance with service conditions are amortized over their applicable vesting period using the straight-line method. The fair value of the Company’s stock option awards or modifications is estimated at the date of grant using the Black-Scholes option pricing model.

Eligible recipients include employees, officers, directors and consultants who are deemed to have rendered or to be able to render significant services to the Company or its subsidiaries and who are deemed to have contributed or to have the potential to contribute to the success of the Company. Options granted generally have a five-to-ten-year term and have vesting terms that cover one to three years from the date of grant. Certain of the stock options granted under the plan have been granted pursuant to various stock option agreements. Each stock option agreement contains specific terms.

Stock Options:

The Company currently has awards outstanding with service conditions and graded-vesting features. We recognize compensation cost on a straight-line basis over the requisite service period.

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The fair value of each time-based award is estimated on the date of grant using the Black-Scholes option valuation model. Our weighted-average assumptions used in the Black-Scholes valuation model for equity awards with time-based vesting provisions granted during the year.

The following table summarizes stock option activity under both plans for the ~~three~~six months ended ~~December~~March 31, ~~2021:~~2022:


Weighted-average

Weighted-average

remaining

Aggregate

remaining

Aggregate

Weighted-average

contractual term

intrinsic value

Weighted-average

contractual term

intrinsic value

Number of shares

exercise price

(in years)

(in thousands)

Number of shares

exercise price

(in years)

(in thousands)

Outstanding at September 30, 2021

2,702,500

$ 4.42

5.18

$ 0

2,702,500

$ 4.42

5.13

$ 0

Granted

75,000

1.96

0

325,000

1.15

0

Exercised

-

0

-

0

Forfeited

(170,000 )

4.52

(170,000 )

4.52

Outstanding at December 31, 2021

2,607,500

4.34

5.02

0

Outstanding at March 31, 2022

2,857,500

3.96

4.79

0

Exercisable at December 31, 2021

1,390,001

$ 4.96

5.21

$ 0

Exercisable at March 31, 2022

1,996,668

$ 4.16

4.44

$ 0


As of ~~December~~March 31, ~~2021,~~2022, there was approximately ~~$1,270,787~~$897,788 of total unrecognized compensation cost related to non-vested stock options which vest over a period of approximately ~~2.1~~2.8 years.

Restricted Stock Award transactions:
In the six months ended March 31, 2022:
In March of 2022, the Company issued 20,000 of restricted stock awards to the Company’s board of directors. The shares vest quarterly one fourth on June 30, 2022, one fourth, on September 30, 2022, one fourth on December 31, 2022, and one fourth on March 31, 2023. The stock awards were valued at the fair market price of $16,360 upon issuance and will amortize over the individual vesting periods.
In January 2022, the Company issued 30,000 shares of restricted stock awards to six employees. The stock awards were valued at the fair market price of $29,250 and vested at the grant date.
In January of 2022, the Company issued 320,000 shares to a professional athlete in conjunction with an amendment to the athlete’s sponsorship agreement as referenced in Note 11. The stock grant was valuated at the fair market price of $336,000 upon issuance and will be amortized over the remaining term of the agreement.
In November 2021, the Company issued 120,000 shares of restricted stock awards to an employee, subject to certain revenue performances metrics through December 2022, as referenced in Note 6. These shares were forfeited during January 2022.

In October 2021 the Company issued 5,000 shares of restricted stock awards to an employee, which vested immediately upon issuance.

In October 2021 the Company issued 25,000 shares of restricted stock awards to an executive officer, subject to a ~~four month~~four-month vesting schedule.

In ~~November~~the six months ended March 31, 2021:
In March of 2021, the Company issued ~~120,000~~27,000 of restricted stock awards to the Company’s board of directors. Two thousand of the shares vested at the time of the grant, while the balance vest one fourth on June 30, 2021, one fourth, on September 30, 2021, one fourth on December 31, 2021, and one fourth on March 31, 2022. The stock awards were valued at the fair market price of $118,800 upon issuance and will amortize over the individual vesting periods.
In January of 2021 the Company issued 167,500 of restricted stock awards to an ~~employee, subject to certain revenue performances metrics through December 2022 as outlined in Note 6.~~aggregate of 15 employees. A majority vested immediately with the balance vesting by April 6, 2021. The stock awards were valued at the fair market price of $494,125 upon issuance and amortized over the individual vesting periods.

In October 2020, the Company issued 50,000 of restricted stock awards to an executive officer. The restricted stock vests in three equal tranches, the first of which vests on October 1, 2021, on the second on October 1, 2022 and the third on October 1, 2023 and were valued at fair market value upon issuance at $100,000 which will be amortized over the vesting period.

The Company recognized ~~$508,754~~$328,515 and ~~$15,278~~$531,605 of restricted stock compensation expense for the three months ended ~~December~~March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

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NOTE 10 –- WARRANTS

Transactions involving the Company equity-classified warrants for the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022 and ~~2020~~2021 are summarized as follows:


Weighted-average

remaining

Aggregate

Weighted-average

contractual term

intrinsic value

Number of shares

exercise price

(in years)

(in thousands)

Outstanding at September 30, 2021

660,417

$ 4.60

3.05

$ 0

Granted

-

0

0

Exercised

-

0

Forfeited

-

0

Outstanding at December 31, 2021

660,417

4.60

2.79

0

Exercisable at December 31, 2021

660,417

$ 4.60

2.79

$ 0

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~~Table of Contents~~

Weighted-average

remaining

Aggregate

Weighted-average

contractual term

intrinsic value

Number of shares

exercise price

(in years)

(in thousands)

Outstanding at September 30, 2021

660,417

$ 4.60

3.05

$ 0

Granted

-

0

0

Exercised

-

0

Forfeited

-

0

Outstanding at March 31, 2022

660,417

4.60

2.55

0

Exercisable at March 31, 2022

660,417

$ 4.60

-

$ 0

The following table summarizes outstanding common stock purchase warrants as of ~~December~~March 31, ~~2021:~~2022:


Weighted-average

Number of shares

exercise price

Expiration

Exercisable at $4.00 per share

70,500

4.00

September 2022

Exercisable at $7.50 per share

100,000

7.50

October 2022

Exercisable at $4.375 per share

51,429

4.375

September 2023

Exercisable at $7.50 per share

60,000

7.50

May 2024

Exercisable at $3.9125 per share

47,822

3.9125

October 2024

Exercisable at $1.25 per share

36,682

1.25

January 2025

Exercisable at $3.74 per share

150,502

3.74

December 2025

Exercisable at $3.75 per share

143,482

3.75

June 2026

660,417

$ 4.60


NOTE 11 COMMITMENTS AND CONTINGENCIES

In May 2019, the Company entered into an endorsement agreement with a professional athlete. The term of the agreement is through December 31, 2022 and is tied to performance of the athlete in so many professional events annually, and also includes promotion of the Company via social media, wearing of logo during competition, requirements to provide production days for advertising creation and attendance of meet and greets. The potential payments, if all services are provided, in aggregate is $4,900,000 and is paid based on the services above for the period ending: December 2019 - $400,000, December 2020 - $800,000, December 2021 - $1,800,000, and December 2022 - $1,900,000. In light of the impact of COVID-19 on events, the Company and professional athlete mutually agreed to suspend payments from March 2020 through June 2020. Effective July 1, 2020, the parties entered into a new endorsement agreement amending certain of the contract terms which superseded the original agreement. Under the current endorsement agreement potential payments to the professional athlete are as follows from July 2020 to December 2022 – up to $2,867,000 to be paid in common stock in three issuances, based on a Volume Weighed Average Price (“VWAP”) calculation, of which the last two issuances can be paid in cash at the Company’s option - $1,400,000 paid in July 2020, $800,000 paid between July 2021 and December 2021, and $667,000 paid between July 2022 and December 2022. The Company will make monthly cash payments as follows from: July 2020 to December 2020 - $40,000, from January 2021 to June 2021 - $50,000, from July 2021 to December 2021 - $75,000, from January 2022 to June 2022 - $85,000, and from July 2022 to December 2022 - $100,000. In March 2021, the parties entered into an additional amendment to the endorsement agreement whereby the Company issued the professional athlete 180,000 common shares to completely satisfy the $800,000 payment options between July 2021 and December 2021. The Company has recorded expense of $422,309 and $253,700 for the three months ended December 31, 2021 and 2020, respectively. In January of 2022, the parties entered into an additional amendment to the endorsement agreement, whereby the Company has foregone certain rights to logo wearing during events while retaining other performance of the athlete through December 2024. In exchange for change in obligations and term, the parties re-amortized the balance owed during 2022 through 2024, including issuing 320,000 of the Company’s common stock as part of the total compensation. ~~See Note 18 - Subsequent Events.~~

In ~~May 2021, cbdMD signed~~April 2022, effective February 2022, the Company entered into an ~~exclusive sponsorship~~endorsement agreement ~~to be the Official CBD Partner~~with a professional athlete. The term of the ~~NOBULL CrossFit Games~~agreement is through February 2025 and is tied to performance of the athlete in ~~2021.~~so many professional events annually, and also includes promotion of the Company via social media, wearing of logo during competition, requirement to provide production days for advertising creation and attendance at meet and greets. The potential base payments, if all services are provided is $1,500,000 over the term of the agreement, in addition to some incentives for sales directly influenced by the athlete.

NOTE 12 – NOTE PAYABLE

In July 2019, the Company entered into a loan arrangement in the amount of $249,100 for a line of equipment, of which ~~$83,730~~$70,357 is a long term note payable at ~~December~~March 31, ~~2021.Payments~~2022. Payments are for 60 months and have a financing rate of 7.01 %, which requires a monthly payment of $4,905. In January 2020, the Company entered into a loan arrangement for $35,660 for equipment, of which ~~$9,758~~$7,373 is a long term note payable at ~~December~~March 31, ~~2021.~~2022. Payments are for 48 months and have a financing rate of 6.2%, which requires a monthly payment of $841.
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NOTE 13 – PAYCHECK PROTECTION PROGRAM LOAN

In April 2020, the Company applied for an unsecured loan pursuant to the PPP administered by and authorized by the CARES Act. Section 1106 of the Act provides for forgiveness of up to the full principal amount of qualifying loans guaranteed under the Paycheck Protection Program. On April 27, 2020, the Company received the loan from Truist Bank (the “Lender”) in the principal amount of $1,456,100. The SBA Loan is evidenced by a promissory note issued by the Company to the Lender. During May of 2021, the Company received notice from the SBA the loan principal and any accrued interest was completely forgiven.

NOTE 14 ~~– DISCONTINUED OPERATIONS~~
Effective September 30, 2019, the Company ceased operations of four business subsidiaries: EE1, IM1, BPU and Level H&W. These subsidiaries accounted for our licensing, entertainment, and products segments prior to fiscal 2019 and the Company determined that these business units are not able to provide support or value to the CBD business, which the Company is now strategically focused on. Therefore, the Company classified the operating results of these subsidiaries as discontinued operations, net of tax in the Consolidated Statements of Operations.
~~The balance in accounts receivable related to discontinued operations was $2,625 and $24,717 at December 31, 2021 and 2020, respectively.~~
~~NOTE 15~~ – LEASES

The Company has lease agreements for its corporate, warehouse and laboratory offices with lease periods expiring between 2021 and 2026. ASC 842 requires the recognition of leasing arrangements on the consolidated balance sheet as right-of-use assets and liabilities pertaining to the rights and obligations created by the leased assets. The Company determines whether an arrangement is a lease at inception and classify it as finance or operating. All of the Company’s leases are classified as operating leases. The Company’s leases do not contain any residual value guarantees.

Right-of-use lease assets and corresponding lease liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term. Since the interest rate implicit in our lease arrangements is not readily determinable, the Company determined an incremental borrowing rate for each lease based on the approximate interest rate on a collateralized basis with similar remaining terms and payments as of the lease commencement date to determine the present value of future lease payments. The Company’s lease terms may include options to extend or terminate the lease.

In addition to the monthly base amounts in the lease agreements, the Company is required to pay real estate taxes, insurance and common area maintenance expenses during the lease terms.

Lease costs on operating leases are recognized on a straight-line basis over the lease term and included as a selling, general and administrative expense in the condensed consolidated statements of operations.

23
~~Table of Contents~~
Components of operating lease costs are summarized as follows:


Three Months

Ended

December 31,

2021

Total Operating Lease Costs

$ 386,783

Three Months

Six Months

Ended

Ended

March 31,

March 31,

2022

2022

Total Operating Lease Costs

$ 386,783

$ 773,564


Supplemental cash flow information related to operating leases is summarized as follows:

Three Months

Ended

December 31,

2021

Cash paid for amounts included in the measnurement of operating lease liabilities

$ 390,227

As of December 31, 2021, our operating leases had a weighted average remaining lease term of 4.62 years and a weighted average discount rate of 4.66%. Future minimum aggregate lease payments under operating leases as of December 31, 2021 are summarized as follows:
For the year ended September 30,

2022

$ 1,015,660

2023

1,380,204

2024

1,421,610

2025

1,159,949

Thereafter

1,372,862

Total future lease payments

6,350,285

Less interest

(661,539 )
Total lease liabilities

$ 5,688,746

Three Months

Six Months

Ended

Ended

March 31,

March 31,

2022

2022

Cash paid for amounts included in the measurement of operating lease liabilities

$ 392,029

$ 782,256



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Table of Contents

As of March 31, 2022, our operating leases had a weighted average remaining lease term of 4.38 years and a weighted average discount rate of 4.66%.
For the year ended September 30,

2022

$ 676,463

2023

1,380,204

2024

1,421,610

2025

1,159,949

Thereafter

1,372,862

Total future lease payments

6,011,088

Less interest

(596,337 )
Total lease liabilities

$ 5,414,751

Future minimum aggregate lease payments under operating leases as of March 31, 2022 are summarized as follows:
NOTE 1615 – EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the following periods:

Three Months Ended

Three Months Ended

Six Months Ended

December 31,

December 31,

March 31,

March 31,

March 31,

March 31,

2021

2020

2022

2021

2022

2021

Basic:

Net income (loss) continuing operations

$ (19,160,904 )

$ (9,395,621 )
Net loss continuing operations

$ (4,657,215 )

$ (12,510,474 )

$ (23,818,120 )

$ (21,906,096 )
Preferred dividends paid

1,000,502

100,050

1,000,500

560,280

2,001,002

660,330

Net income (loss) continuing operations adjusted for preferred dividend

(20,161,406 )

(9,495,671 )
Net income (loss) attributable to cbdMD Inc. common shareholders

(20,161,406 )

(9,495,671 )
Net loss continuing operations adjusted for preferred dividend

(5,657,715 )

(13,070,754 )

(25,819,122 )

(22,566,426 )
Net loss attributable to cbdMD Inc. common shareholders

(5,657,715 )

(13,070,754 )

(25,819,122 )

(22,566,426 )

Diluted:

Net income (loss) continuing operations

(20,161,406 )

(9,395,621 )
Net income (loss)

(20,161,406 )

(9,395,621 )
Net loss

(5,657,715 )

(13,070,754 )

(25,819,122 )

(22,566,426 )

Shares used in computing basic earnings per share

57,825,367

52,130,870

58,966,979

53,471,607

59,073,963

52,793,872

Effect of dilutive securities:

Options

-

-

Warrants

-

-

Convertible preferred shares

-

-

Shares used in computing diluted earnings per share

57,825,367

52,130,870

Earnings per share Basic:

Continued operations

(0.35 )

(0.18 )

(0.10 )

(0.24 )

(0.44 )

(0.43 )
Discontinued operations

0

0

0

0

0

0

Basic earnings per share

(0.35 )

(0.18 )

(0.10 )

(0.24 )

(0.44 )

(0.43 )

Earnings per share Dliuted:

-

-

-

Continued operations

(0.35 )

(0.18 )

(0.10 )

(0.24 )

(0.44 )

(0.43 )
Discontinued operations

0

0

0

0

0

0

Diluted earnings per share

(0.35 )

(0.18 )

(0.10 )

(0.24 )

(0.44 )

(0.43 )

At ~~the three months ended December~~March 31, ~~2021, 4,082,500~~2022, 4,071,250 potential shares underlying options, unvested RSUs and warrants as well as 8,335,000 convertible preferred shares were excluded from the shares used to calculate diluted loss per share as their inclusion would reduce net loss per share.
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Table of Contents

NOTE 1716 – INCOME TAXES

On November 17, 2017, the Company completed an IPO of its common stock. The Company conducted a Section 382 analysis and determined an ownership change occurred upon the IPO. On October 2, 2018, the Company completed a follow-on firm commitment underwritten public offering of its common stock. On May 16, 2019, the Company completed an additional follow-on firm commitment underwritten public offering of its common stock. On October 16, 2019, the Company completed a follow-on firm commitment underwritten public offering of its 8.0% Series A Cumulative Convertible Preferred Stock. On January 14, 2020, the Company completed a follow-on firm commitment underwritten public offering of its common stock. Management has determined that an ownership change has occurred under Internal Revenue Code (IRC) Section 382 resulting in limitations on the utilization of Company’s federal and state NOL carryovers.

On December 20, 2018, the Company completed a two-step merger with Cure Based Development (see Note 1). As a result of the Mergers the Company established as part of the purchase price allocation a net deferred tax liability related to the book-tax basis of certain assets and liabilities of approximately $4.6 million.

The Company has had a valuation allowance against the net deferred tax assets, with the exception of the deferred tax liabilities that result from indefinite-life intangibles (“naked credits”). The Company has determined that using the general methodology for calculating income taxes during an interim period for the quarters ending December 31, 2019, March 31, 2020, and June 30, 2020, provided for a wide range of potential annual effective rates. Therefore, the Company had calculated the tax provision on a discrete basis under ASC 740-270-30- 36(b) for the quarters ending December 31, 2019, March 31, 2020, and June 30, 2020. At September 30, 2021 the Company recorded a net deferred tax asset of zero as the cumulative net deferred tax asset had a full valuation on it and there was not enough positive evidence that would warrant recognizing the benefit of the net deferred tax asset. In addition, the net indefinite lived deferred tax items were a deferred tax asset so there was not any recognition of a deferred tax liability related to indefinite lived deferred tax liabilities. At ~~December~~March 31, ~~2021,~~2022, the Company determined the same circumstances to be true and therefore recorded a net deferred tax asset of zero.

NOTE 1817 – SUBSEQUENT EVENTS

In ~~January~~April of 2022, the Company issued ~~30,000 RSUs and 130,000~~200,000 options to a ~~group~~consultant as part of ~~employees. The RSUs~~an advisory agreement under the Company’s Employee Plan. 50,000 vested upon ~~issuance, having~~the grant, 50,000 vest six months from the grant date and 100,000 options vest upon renewal of a ~~fair market value~~consulting agreement in March of ~~upon issuance~~2023. The Company recorded a total expense of ~~$29,250. The stock~~$131,300 and will amortize the options ~~awards will be valued at their fair market value upon issuance and amortized~~ over the ~~individual~~ vesting periods.

In ~~January~~April of 2022, the Company issued 100,000 options to an employee that vest upon the Company achieving certain revenue performance goals for direct-to-consumer revenue for the 3 months ending December 2022.
In May of 2022, the Company issued 5,000 restricted stock grants to an employee. The Company recorded a total expense of $3,350 associated with the grant.
As part of ongoing cost optimization initiatives of the Company, on April 7, 2022 Company entered into an ~~amendment~~equipment purchase agreement to sell substantially all of its manufacturing equipment to a subsidiary of Steady State, LLC (“Steady State”) and simultaneously entered into a manufacturing and supply agreement with the Steady State whereby Steady State will manufacture certain products for the Company. Steady State (and its subsidiaries) is an existing qualified supplier of the Company. The equipment sale is initially valued at approximately $1.8 million for accounting purposes, the sale price consisting of products to be provided to the Company under the manufacturing and supply agreement and $1.4 million of which the Company shall invest into Steady State in the form of an ~~athlete’s endorsement agreement as outlined in Note 11.~~equity investment consistent with the terms of Steady State’s recently completed financing. As part of the ~~amendment,~~sale, the Company ~~issued 320,000 shares to the athlete valued at the fair market price~~satisfied a remaining balance on one of ~~$336,000 upon issuance and will amortize over the remaining term of the agreement.~~its equipment leases.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of our financial condition and results of operations for the three and six months ended ~~December~~March 31, ~~2021~~2022 and the three ~~month~~and six months ended ~~December~~March 31, ~~2020~~2021 should be read in conjunction with the unaudited condensed consolidated financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties such as our plans, objectives, expectations and intentions.
Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements because of several factors, including those set forth under the Part I, Item 1A, Risk Factors and Business sections in our 2021 10-K, this report, and our other filings with the Securities and Exchange Commission. We use words such as “anticipate,” “estimate,” “plan,” “project,~~��~~” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this report.


Our Company

General

We own and operate the nationally recognized CBD (cannabidiol) brands cbdMD, Paw CBD and cbdMD Botanicals. We believe that we are an industry leader producing and distributing broad spectrum CBD products and now full spectrum CBD products. Our mission is to enhance our customer’s overall quality of life while bringing CBD education, awareness and accessibility of high quality and effective products to all. We source cannabinoids, including CBD, which are extracted from non-GMO hemp grown on farms in the United States. Our innovative broad spectrum formula utilizes one of the purest hemp extracts, containing CBD, CBG and CBN, while eliminating the presence of tetrahydrocannabinol (THC). Non-THC is defined as below the level of detection using validated scientific analytical methods. Our full spectrum products contain a variety of cannabinoids and terpenes in addition to CBD while maintaining trace amounts of THC that falls within the limits set in the 2018 Farm Bill. In addition to our core brands, we also operate cbdMD Therapeutics, LLC to capture the Company’s ongoing investments in science related to its existing and future products, including research and development activities for therapeutic applications

Our cbdMD brand of products includes over 130 SKUs of high-grade, premium CBD products, including CBD tinctures, CBD gummies, CBD topicals, CBD capsules, CBD bath bombs, CBD bath salts, and CBD sleep aids.


Our Paw CBD brand of products includes over 45 SKUs of veterinarian-formulated products including tinctures, chews, topicals products in varying strengths and formulas. Paw CBD products have undergone the National Animal Safety Council’s rigorous audit and meet their Quality Seal standard.
Our cbdMD Botanicals brand of beauty and skincare products features 15 SKUs, including facial oil and serum, toners, moisturizers, clear skin, facial masks, exfoliants and body care. cbdMD Botanicals is dedicated to creating clean CBD skin care products combining the best of Mother Nature with the precision of scientific innovation. All of our products are 100% cruelty-free and have no parabens, sulfates, or gluten – just pure botanical ingredients carefully crafted into gentle beauty products for all skin types.


cbdMD, Paw CBD and cbdMD Botanicals products are distributed through our e-commerce websites, third party ecommerce sites, select distributors and marketing partners as well as a variety of ~~brick and mortar~~brick-and-mortar retailers. In addition, we operate directcbdonline.com marketplace through its own ecommerce website.

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Recent Developments

During the first quarter of 2022 we eliminated a number of product lines and SKUs as we work to streamline line our offering to higher velocity products and eliminate slow moving and aging SKUs.

During ~~the first quarter and into the second quarter of 2022 we continued to launch a number of new products including our new line of Botanical skin care water soluble products and our functional gummies.~~
~~During~~ January 2022 we completed a renewal of our NSF cGMP quality certification and are now NSF 455 cGMP certified.
Additionally, we earned the prestigious NSF product certification for our soft gel products and received the NSF certified for Sport for our 500mg and 1000mg sleep softgels and 1500mg and 3000mg soft gels.

During the second quarter of 2022 we have taken steps to right size our cost structure to our current revenue base and ~~have identified approximately~~worked to remove over $10 million of annualized costs through a combination of rationalizing marketing spend, reduction in ~~annual run rate~~payroll expenses, and other expense tightening. The cost ~~savings that we are implementing~~reduction steps were taken during the ~~second~~quarter and enacted as quickly as possible, however only a portion of these appeared during the period covered by this report. We expect this to appear during the third ~~quarters~~quarter of fiscal 2022.
During April 2022, in an effort to reduce costs, we sold our manufacturing equipment and outsourced certain products previously produced in-house.

Growth Strategies

We continued to pursue many strategies to grow our revenues and expand the scope of our business in fiscal ~~2021~~2022 and beyond:

·
Product Innovation: Our goal is to provide our customers superior functional based products with greater efficacy, absorption and claims. Weregularly assess and evaluate our product portfolio, and devote resources to ongoing research and development processes with the goal of expanding our product offerings to meet these expanding consumer ~~demands.. In September 2021 we launched a new line of full spectrum tinctures and softgels.~~demands. We have a robust pipeline of products set to launch during fiscal 2022. In December we launched our new line of Botanical skincare products as well as water soluble CBD. In February 2022 we launched our line of functional gummies and curcumin ~~capsules.~~
capsules, followed by an initial rollout of several full spectrum gummies starting in March 2022 and a microdose product in April 2022, and our mood and focus products in May 2022.

·
Expand our revenue channels: As the market continues to evolve, we are expanding our sales channels. During fiscal 2020, our wholesalebusiness was impacted as the broader retail industry faced various headwinds tied to quarantining and COVID impacts. Despite this, we continued to pursue relationships with a number of key traditional retail accounts and believe our top brand awareness, effective marketing and strong balance sheet position us as the partner for CBD for key traditional retail accounts as this channel has continued to normalize during the fiscal year 2021 and the first part of fiscal year 2022.
During the recent quarter we added a number of our top selling ingestible SKUs throughout GNC’s retail footprint.

·
International Expansion: We continue to explore sales into markets outside of the United States. Our products are currently available in 31countries. We generally partner with local wholesalers and local legal counsel who can help navigate the laws and regulatory requirements within their jurisdiction. We continue to pursue key wholesale accounts in a number of international markets and are gaining market share in Central America through our sanitary ~~registrations and~~registration approvals. We are ~~focused on~~also expanding our E-commerce business to consumers in the ~~U.K. At the end of December 2020, we announced the expansion of our direct-to-consumer operations into the~~ United Kingdom (U.K.) ~~which allows U.K. consumers to shop for our products online, with all orders shipping directly from a U.K. with based warehouse.~~. In March 2021, we officially filed our Novel Food Application with the United Kingdom’s Food Standards Agency (“FSA”)~~. The Application included all of the requisite data to allow for a validated submission~~ and ~~thorough scientific assessment. A similar submission was simultaneously made to~~ the European Union’s (“E.U.”) Food Safety ~~Authority (EFSA) to ensure compliance for~~Agency (“EFSA”). In March 2022, we received notice that the ~~European markets.~~products we submitted have been validated in the UK as well as in the EU. based warehouse. During August 2021 we signed an exclusive agreement to enter the Israeli Market with IM Cannabis Corp. a multi-country operator (“MCO”) in the medical and adult- use recreational cannabis sector with operations in Israel, Germany and Canada.
In March 2022, the Israeli Health Ministry announced it has begun the process of exempting CBD from its banned substances list and will be permitting CBD to be included into food and cosmetic products.

·
Expand our Additional Brands: During fiscal 2021 we took additional steps to grow the Paw CBD business which included advertising on TV,introducing our Paw CBD rewards program and introducing a Paw CBD subscription program which offers additional savings to customers that enroll in the service. During 2021 we launched cbdMD Botanicals as a separate brand and continue to build out the product portfolio and distribution channels.

·
Expand our sponsorships toward targeted segments: We have had significant success with attracting high profile sponsors and influencers andexpect to continue to assess the segments we have covered with a focus on activation of the sponsorships and influencers which are producing the largest visibility and responsiveness.
We recently added 7-time NASCAR champion Jimmy Johnson to Team cbdMD and believe we will benefit from the additional exposure he provides to our company.

·
Acquisitions: We seek to acquire brands that we believe we can optimize through our internal digital marketing agency and supply chainplatform while we broaden our product assortment and increase our total addressable market. Our scalable supply chain and fulfillment operation allows our brands to deliver an exceptional end-to-end experience to our customers in a cost-effective manner. We may acquire brands directly or through joint ventures if opportunities arise that we believe are in our best interest. In assessing potential acquisitions or investments, we expect to primarily utilize our internal resources to evaluate growth potential, the strength of the target brand, offerings of the target, as well as possible efficiencies to gain. We believe that this approach will allow us to effectively screen consumer brand candidates and strategically evaluate acquisition targets and efficiently complete due diligence for potential acquisitions. In July 2021, we acquired directcbdonline.com and related intellectual property. We are currently not a party to any additional agreements or understandings regarding the acquisition of additional brands or companies and there are no assurances we will be successful in expanding our brand portfolio.
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Results of operations

The following tables provide certain selected consolidated financial information for the periods presented:


Three Months Ended December 31,

Three Months Ended March 31,

2021

2020

Change

2022

2021

Change

Total net sales

$ 9,321,822

$ 12,328,303

$ (3,006,481 )

$ 9,628,886

$ 11,798,611

$ (2,169,725 )
Cost of sales

4,328,310

3,430,274

898,036

3,186,564

3,643,127

(456,563 )
Gross profit as a percentage of net sales

53.6 %

72.2 %

(18.6 )%

66.9 %

69.1 %

-2.2 %
Operating expenses

11,856,322

10,657,973

1,198,349

11,452,700

12,323,207

(870,507 )
Impairment of Goodwill and other intangible assets

18,183,285

-

18,183,285

Impairment of goodwill and other intangible assets

-

-

-

Operating income from operations
��

(25,145,057 )

(1,759,945 )

(23,385,112 )

(5,010,378 )

(4,167,723 )

(842,655 )
Increase (decrease) on contingent liability

5,950,000

(8,500,000 )

14,450,000

Net loss before taxes

(19,160,904 )

(9,727,621 )

(9,433,283 )
Net loss attributable to cbdMD Inc. common shareholders

$ (20,161,406 )

$ (9,495,671 )

$ (10,665,735 )
(Increase) decrease on contingent liability

353,000

(8,871,000 )

9,224,000

Net income (loss) before taxes

(4,657,215 )

(13,046,474 )

8,389,259

Net income (loss) attributable to cbdMD Inc. common shareholders

$ (5,657,715 )

$ (13,070,754 )

$ 7,413,039

Six Months Ended March 31,

2022

2021

Change

Total net sales

$ 18,950,708

$ 24,126,914

$ (5,176,206 )
Cost of sales

7,514,874

7,073,402

441,472

Gross profit as a percentage of net sales

60.3 %

70.7 %

-10.3 %
Operating expenses

23,407,984

22,981,180

426,804

Impairment of goodwill and other intangible assets

18,183,285

-

18,183,285

Operating income from operations

(30,155,435 )

(5,927,668 )

(24,227,767 )
(Increase) decrease on contingent liability

6,303,000

(17,371,000 )

23,674,000

Net income (loss) before taxes

(23,818,120 )

(22,774,096 )

(1,044,024 )
Net income (loss) attributable to cbdMD Inc. common shareholders

$ (25,819,122 )

$ (22,566,426 )

$ (3,252,696 )

We record product sales primarily through two main delivery channels, direct to consumers via our E-commerce sales and direct to wholesalers utilizing our internal sales team. The following table provides information on the contribution of net sales by type of sale to our total net sales.

Three Months

Three Months

Ended March

Ended March

31,2022

% of total

31,2021

% of total

Wholesale sales

$ 3,048,332

31.7 %

$ 3,436,176

29.1 %
E-commerce sales

6,580,554

68.3 %

8,362,435

70.9 %
Total Net Sales

$ 9,628,886

$ 11,798,611

Six Months

Six Months

Ended March

Ended March

31,2022

% of total

31,2021

% of total

Wholesale sales

$ 5,254,067

27.7 %

$ 6,063,356

25.1 %
E-commerce sales

13,696,641

72.3 %

18,063,558

74.9 %
Total Net Sales

$
18,950,708

$ 24,126,914

Net Sales

Three Months

Three Months

Ended December

Ended December

31,2021

% of total

31,2020

% of total

Wholesale sales

$ 2,205,735

23.7 %

$ 2,627,180

21.3 %
E-commerce sales

7,116,087

76.3 %

9,701,123

78.7 %
Total Net Sales

$ 9,321,822

100.0
%

$ 12,328,303

100.0
%
We had total net sales of $9,628,886 and $11,798,611 for the three months ended March 31, 2022 and 2021, respectively, resulting in a quarter over quarter decrease in net sales of $2,169,725 or 18.4%. This decrease is attributable to a decrease of $1.78 million in e-commerce sales and a decrease of $0.38 million in wholesale sales quarter over quarter. While management is disappointed with the year over year net sales decrease, the revenue is generally in line with macro competitive trends in the overall CBD industry. In addition, we believe the currently inflationary environment has impacted discretionary spending with consumers.   Despite these challenges, the Company did achieve a 3% sequential quarterly revenue growth, led by an increase in our wholesale business. We continue to work on opportunities both domestically and internationally and believe we are past an inflection point.

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We had total net sales of ~~$9,321,822~~$18,950,708 and ~~$12,328,303~~$24,126,914 for the ~~three~~six months ended ~~December~~March 31, ~~2021 and 2020, respectively,~~2022, resulting in a ~~quarter~~year over ~~quarter~~year decrease in net sales of ~~$3,006,481 or 24%. This decrease is~~$5.1 million, primarily attributable to a ~~decrease of $2,585,036~~$0.8 million reduction in wholesale sales and reduction in e-commerce sales ~~and a decrease~~ of $421,445 in wholesale sales quarter over quarter. The year over year decline was consistent across our brands and is attributable to some softness in the overall CBD market which impacted revenue for the quarter. We also identified certain marketing investments that were not generating appropriate returns. Consequently, later in the first fiscal quarter of fiscal 2022 we added digital marketing expertise in our new CMO to help transform our e-commerce sales.$4.3 million. We continue to believe that traditional food, drug and mass market segment (“FDM”) present a significant opportunity for the Company and ~~have added a seasoned executive~~are in constant discussions to ~~focus on driving~~further expand this part of ~~our wholesale~~the business.

Cost of sales

Our cost of sales includes costs associated with distribution, fill and labor expense, components, manufacturing overhead, third party providers, and freight for our product sales. Our cost of sales as a percentage of net sales was ~~46.4%~~33.1% and ~~27.8%~~30.9% for three months ended ~~December~~March 31, 2022 and 2021, respectively and ~~2020. As part~~39.7% and 29.3% for the six month ended March 31, 2022 and 2021, respectively. The increase in our cost of sales as a percentage of revenue for the ~~ongoing efforts~~three months ended March 31, 2022 over prior year is primarily due to ~~streamline~~an increase in unabsorbed overhead with the drop in $2.1 million of revenue, resulting in lower operating leverage. The increase in our ~~business~~cost of sales for the six months ended March 31, 2022 over prior year is similarly a result of operating leverage and ~~simplify our~~mix changes, but also a one-time charge of $878,142 related to the rationalization of a number of SKUs and product ~~offerings, at~~lines during the first quarter of fiscal 2022.
At the end of the first quarter of fiscal 2022, we ~~rationalized~~eliminated a number of product lines including a number of slow moving and aging ~~SKUs. As~~SKUs in an effort to streamline our business and simplify our product offerings, build scale in our SKUs, and reduce our obsolescence and expiration risk which resulted in inventory adjustments in past quarters. We made additional changes to our logistics program during the quarter and began seeing marked savings at the end of the quarter. In addition, as noted in the subsequent events, at the beginning of the third quart of fiscal 2022 we executed a ~~result we incurred~~transaction to sell our manufacturing equipment and enter into a ~~one-time charge of $878,142 related~~supply agreement for certain products. This transaction was designed to ~~the write down of finished goods~~free up assets, and raw materials related to these product lines. Excluding the one time inventory write down cost of sales totaled 37.8% and 27.8% for the respective first quarter ended December 2021 and 2020. The change reflects the lower manufacturing and operating leveragealso eliminate marked unabsorbed overhead that burdened our gross profit. We anticipate a gross margin gain in subsequent quarters as a result of ~~the year over year decline in sales in addition to slight product mix changes along with fluctuations in cost~~all of raw materials. We expect costs of sales as a percentage of net sales to be between 30% and 35% for the remainder of fiscal 2022 as we expect a rebound in net sales and we continue to optimize our manufacturing and supply chain.  these actions taken.

Operating expenses

Our principal operating expenses include staff related expenses, advertising (which includes expenses related to industry distribution and trade shows), sponsorships, affiliate commissions, merchant fees, technology, travel, rent, professional service fees, and business insurance expenses.

Consolidated Operating Expenses

The following tables provide information on our ~~approximate~~ operating expenses for the three and six months ended ~~December~~March 31, ~~2021~~2022 and ~~2020:~~2021:

Three Months

Three Months

Three Months

Three Months

Ended December

Ended December

Ended March

Ended March

31,2021

31,2020

Change

31,2022

31,2021

Change

Staff related expense

$ 3,760,289

$ 3,703,654

$ 56,635

$ 3,483,884

$ 3,916,730

$ (432,846 )
Accounting/Legal expense

324,176

204,709

119,467

241,533

330,854

(89,321 )
Preofessional outside services

264,711

307,214

(42,503 )
Professional outside services

146,177

287,411

(141,234 )
Advertising/marketing/social media/events/tradeshows

4,187,764

3,014,492

1,173,272

4,236,246

4,044,812

191,434

Sponsorships

391,933

514,056

(122,123 )

393,750

595,372

(201,622 )
Affiliate commissions

245,346

454,694

(209,348 )

321,187

417,382

(96,195 )
Merchant Fees

253,241

629,044

(375,803 )

242,130

492,093

(249,963 )
R&D and regulatory

285,423

303,706

(18,283 )

151,095

82,025

69,070

Non-cash stock compensation

1,134,557

264,174

870,383

655,245

825,833

(170,588 )
Intangibles Amortization

277,354

-

277,354

Depreciation

340,701

232,806

107,895

508,299

240,517

267,782

All other expenses

767,144

1,029,424

(262,280 )

795,800

1,090,178

(294,378 )
Totals

$ 11,955,284

$ 10,657,973

$ 1,297,311

$ 11,452,700

$ 12,323,207

$ (870,507 )
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Six Months

Six Months

Ended March

Ended March

31,2022

31,2021

Change

Staff related expense

$ 7,244,173

$ 7,620,385

$ (376,212 )
Accounting/Legal expense

565,709

535,563

30,146

Professional outside services

410,888

594,625

(183,737 )
Advertising/marketing/social media/events/tradeshows

8,424,010

7,032,907

1,391,103

Sponsorships

785,683

1,109,429

(323,746 )
Affiliate commissions

566,533

872,076

(305,543 )
Merchant Fees

495,371

1,121,137

(625,766 )
R&D and regulatory

436,518

385,731

50,787

Non-cash stock compensation

1,789,802

1,090,007

699,795

Intangibles Amortization

329,671

-

329,671

Depreciation

816,842

473,323

343,519

All other expenses

1,542,785

2,145,997

(603,212 )
Totals

$ 23,407,984

$ 22,981,180

$ 426,804


~~For~~Our overall operating expenses decreased by $870,507 or 7.1% three months ended March 31, 2022 over the three months ended ~~December~~March 31, 2021 and increased $426,804 or 1.9% for the ~~overall operating expenses increased by $1,297,311 or 12% year~~six months ended March 31, 2022 versus the six months ended March 31, 2021.   The quarter over ~~year,~~quarter decrease was primarily driven by decreases in staff related expenses ($433,000), professional expenses ($141,000), advertising, marketing, sponsorships and affiliate commission expenses ($106,000) and reduction of all other expenses ($294,000) as a result of management’s focus on tightening spend, as well as a ($250,000) reduction in merchant processing fees attributable to (i) onboarding new processors during the third quarter of 2021 at much lower rates as well as (ii) lower volume. These decreases were offset by an increase in ~~marketing spend~~depreciation expense ($268,000), increase in R&D and regulatory ($69,000) and amortization of ~~$1,173,272~~intangibles ($277,000) that increased significantly this quarter as we began amortizing our trade names as referenced in Note 5. The increase of $426,804 for the six months ended March 31, 2022 versus March 31, 2021 is due to ~~drive increases in brand awareness,~~ an increase ~~of $771,421~~ in ~~non-cash~~advertising, marketing, sponsorships and affiliate commission expenses ($762,000), stock compensation ($700,000), depreciation and amortization ($672,000), partially offset by decreases in staff related expenses ~~partially offset by a decrease of $375,803 in merchant fees, a decrease of $209,348 in affiliate commissions~~($376,000) professional expenses ($184,000) and ~~a decrease of $122,123 in sponsorships.~~ other various expenses ($603,000).
Excluding ~~marketing related costs~~non-cash depreciation, intangible amortization, and non-cash stock ~~comp~~ expenses, we ~~successfully~~ reduced our adjusted operating expenses ~~by $746,344~~from $11.25 million to $10.0 million for the ~~quarter as compared~~three months ended March 31, 2021 and March 31, 2022 respectively and from $21.4 million to ~~prior~~$20.5 million the six months ended March 31, 2021 and March 31, 2022 respectively.
While our goal is to continue to improve year ~~as well as $1,043,088 as compared to~~over year performance, we are also very much focused on improving the ~~quarter ended September 30, 2021.~~sequential performance and cash flow of the business. With ~~the~~our new marketing leadership, we ~~are making~~have made changes to reduce marketing and sponsorship spend, drive better return on investment, and ~~higher~~increase traffic to our site. Although significant changes have occurred, we were unable to realize the benefits as quickly as desired during the second quarter; however, by March 2022 we have been successful in lowering marketing costs to approximately a $3.5 million per quarter run rate and anticipate remaining at this level during the third quarter of fiscal 2022.   In ~~addition, during~~ the second quarter of 2022, we took steps to reduce our overall headcount by 26 positions (121 employees by end of quarter) which generated over $275,000 in sequential cost savings related to the reductions. Since the reductions occurred over the course of the quarter, we expect to realize additional savings during the third quarter of fiscal 2022 as we ~~are taking steps~~benefit from a full quarter of savings.   We continue to ~~rationalize~~pursue all avenues that will help lower our costs while maintaining quality and ~~right size~~service for our ~~expenses to our~~customers, position us for revenue ~~base.~~growth, and promote a culture of performance and winning.

Corporate overhead

Included in our consolidated operating expenses are expenses associated with our corporate overhead which are not allocated to the operating business unit, including (i) staff related ~~expenses;~~expenses; (ii) accounting and legal ~~expenses;~~expenses; (iii) professional outside ~~services;~~services; (iv) travel and entertainment ~~expenses;~~expenses; (v) ~~rent;~~rent; (vi) business ~~insurance;~~insurance; and (vii) non-cash stock compensation expense.
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The following tables provide information on our approximate corporate overhead for the three and six months ended ~~December~~March 31, ~~2021~~2022 and ~~2020:~~2021:

Three Months

Three Months

Three Months

Three Months

Ended December

Ended December

Ended March

Ended March

31,2021

31,2020

Change

31,2022

31,2021

Change

Staff related expense

$ 295,885

$ 548,171

$ (252,286 )

$ 332,688

$ 302,225

$ 30,463

Accounting/Legal expense

206,594

210,667

(4,073 )

176,706

255,074

(78,368 )
Professional outside services

78,151

66,851

11,300

84,549

104,834

(20,285 )
Travel expense

-

-

-

1,407

2

1,405

Business insurance

172,772

120,591

52,181

190,584

149,275

41,309

Non-cash stock compensation

1,134,557

264,174

870,383

655,245

825,833

(170,588 )
Totals

$ 1,857,959

$ 1,210,454

$ 677,505

$ 1,441,179

$ 1,637,243

$ (196,064 )

Six Months

Six Months

Ended March

Ended March

31,2022

31,2021

Change

Staff related expense

$ 628,573

$ 850,395

$ (221,822 )
Accounting/Legal expense

383,300

465,740

(82,440 )
Professional outside services

162,700

171,685

(8,985 )
Travel expense

1,407

2

1,405

Business insurance

363,356

269,866

93,490

Non-cash stock compensation

1,789,802

1,090,007

699,795

Totals

$ 3,329,139

$ 2,847,695

$ 481,444


Excluding non-cash stock compensation we were able to reduce our corporate related expenses for the three and six months ended ~~December 2021.~~March 2022.

The corporate operating expenses are primarily related to the ongoing public company related activities.

Therapeutics Overhead

Included in our consolidated operating expenses are expenses associated with Therapeutics including ~~(i)~~ staff related expenses and R&D and regulatory expenses. The Therapeutic operating expenses include research and development activities for therapeutic applications.

28
~~Table of Contents~~
The following tables provide information on our approximate corporate overhead for the three and six months ended ~~December~~March 31, ~~2021. We did not incur expenses related to Therapeutics in 2020 as this subsidiary was not formed until March 15, 2021.~~2022 and 2021:

Three Months

Three Months

Three Months

Three Months

Ended December

Ended December

Ended March

Ended March

31, 2021

31,2020

Change

31,2022

31,2021

Change

Staff related expense

$ 80,235

$ -

$ 80,235

$ 91,207

$ -

$ 91,207

R&D and Regulatory

267,529

-

267,529

102,685

-

102,685

Totals

$ 347,764

$ -

$ 347,764

$ 193,892

$ -

$ 193,892

Six Months

Six Months

Ended March

Ended March

31,2022

31,2021

Change

Staff related expense

$ 171,441

$ -

$ 171,441

R&D and Regulatory

370,215

-

370,215

Totals

$ 541,656

$ -

$ 541,656


The Therapeutic operating expenses include research and development activities for therapeutic applications. This division was formed during the third quarter of fiscal 2021 and therefore no prior year comparative results exist.

Other income and other non-operating expenses

We also record income and expenses associated with non-operating items. The material components of those are set forth below.
34
Table of Contents

Realized and unrealized gain (loss) on marketable and other securities

We value investments in marketable securities at fair value and record a gain or loss upon sale at each period in realized and unrealized gain (loss) on marketable securities. For the three months ended ~~December~~March 31, 2022 and 2021, we recorded $0 and ~~2020,~~$2,852, respectively, and for the six months ended March 31, 2022 and 2021 we recorded $(33,350) and ~~$542,710,~~$545,562, respectively, including impairments. The realized loss in 2022 was a result of our shares in Isodiol being delisted while the realized gain in 2021 was driven by the sale of our investment in Formula Four Beverages, Inc. that was previously written to zero in the prior year based on prior information related to the company’s performance and COVID-19 impacts.

Increase in contingent liability

As described in Note 6 to the notes to the consolidated financial statements appearing elsewhere in this report, the earn-out provision for the Earnout Shares is accounted for and recorded as a contingent liability with increases in the liability recorded as non-cash other expense and decreases in the liability recorded as non- cash other income. The value of the non-cash contingent liability was ~~$3,340,000~~$2,810,000 at ~~December~~March 31, ~~2021,~~2022, as compared to $16,200,000 at September 30, 2021, respectively. During the first quarter of fiscal 2022 we had a decrease in value of $5,695,000 to the contingent liability which is recorded as other income in our consolidated statement of operations for the first quarter of fiscal year 2022. The decrease in value is comprised of $366,841 associated with the decrease of the value of the Third Marking Period shares prior to their issuance in December 2021, while the remaining $5,329,159 is associated with the decrease in the remaining contingent shares as of December 31, 2021. We utilize both a market approach and a Monte Carlo simulation in valuing the contingent liability and a key input in both of those methods is the stock price. The main driver of the change in the value of the contingent liability was the decrease of our common stock price, which was $1.08 at December 31, 2021 as compared to $2.08 at September 30, 2021. During the second quarter of fiscal 2022 we had a decrease in value of $205,000 to the contingent liability which is recorded as other income in our consolidated statement of operations for the second quarter of fiscal year 2022. The decrease in value is comprised of $41,916 associated with an increase of the value of the Fourth Marking Period shares prior to their issuance in March 2022, while the remaining $246,915 is associated with the decrease in the remaining contingent shares as of March 31, 2022. We utilize both a market approach and a Monte Carlo simulation in valuing the contingent liability and a key input in both of those methods is the stock price. The main driver of the change in the value of the contingent liability was the decrease of our common stock price, which was $1.04 at March 31, 2022 as compared to $2.08 at September 30, 2021. We expect to continue to record changes in the non-cash contingent liability through the balance of the earnout period.

As described in Note 6 to the notes to the consolidated financial statements appearing elsewhere in the report, the earn-out provision for the Twenty Two Earnout Shares is accounted for and recorded as a contingent liability with increases in the liability recorded as non-cash other expense and decreases in the liability recorded as non-cash other income. The value of the non-cash contingent liability was ~~$161,000~~$13,000 at ~~December~~March 31, ~~2021~~2022 as compared to $416,000 at September 30, 2021 respectively.

Liquidity and Capital Resources

We had cash and cash equivalents on hand of ~~$19,696,919~~$13,336,850 and working capital of ~~$22,917,831~~$18,541,956 at ~~December~~March 31, ~~2021~~2022 as compared to cash and cash equivalents on hand of $26,411,424 and working capital of $29,595,214 at September 30, 2021. Our current assets decreased approximately ~~16.5%~~33.4% at ~~December~~March 31, ~~2021~~2022 from September 30, 2021, which is primarily attributable to ana decrease in cash used to fund operations. Our current liabilities decreased by ~~a nominal amount~~16.4% at ~~December~~March 31, ~~2021~~2022 from September 30, ~~2021.~~2021, and is primarily attributable to decreases in accounts payable and accrued expenses.

During the three and six months ended ~~December~~March 31, ~~2021~~2022 we used cash primarily to fund our operations.

We do not have any commitments for capital expenditures. We have a commitment for cumulative cash dividends at an annual rate of 8% payable monthly in arrears for the prior month to our preferred shareholders. We have multiple endorsement or sponsorship agreements for varying time periods up through December 2022 and provide for financial commitments from the Company based on performance/participation (see Note 11 Commitments and Contingencies). We have sufficient working capital to fund our operations.

Our goal from a liquidity perspective is to use operating cash flows to fund day to day operations and we have not met this goal as cash flow from operations has been a net use of ~~$5,468,475~~$5,514,428 and ~~$712,211~~$4,273,508 (excluding the reclassification of $939,826 of the SBA loan to short term liabilities) for the three months ended ~~December~~March 31, 2022 and 2021, respectively and ~~2020.~~$10,670,537 and $4,279,309 for the six months ended March 31, 2022 and 2021, respectively.

Earnout Shares

As described in Note 6 to the unaudited condensed consolidated financial statements appearing earlier in this report, on March 31, 2021 we entered into Addendum No. 1 to the Merger Agreement with the holders of the remaining Earnout Rights which amended the measurement periods within the third marking period to change the determination of the aggregate net revenues within the third marking period to a quarterly basis for each of the six fiscal quarters within the third marking period, beginning with the quarter ended March 31, 2021, instead of the initial 18 month period. While this change in the measurement date has no effect on the number of remaining Earnout Shares issuable under the Earnout Rights, nor the revenue targets, it will result in the issuance of the Earnout Shares associated with the third marketing period (assuming the revenue targets are met under the terms of the Merger Agreement) on a quarterly basis instead of at the end of the 18 month period. Because the Earnout Shares are earned based on the Company’s earned revenue and by issuing these shares quarterly, as compared to at the end of the eight quarters, we expect that this change has the potential to reduce the volatile impact of the contingent liability on our Net Income results and consequentially its non-cash impact to our financial statements with each subsequent quarter.

2935
Table of Contents

Critical accounting policies

The preparation of financial statements and related disclosures in conformity with US GAAP and our discussion and analysis of our financial condition and operating results require our management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. Note 1, “Organization and Summary of Significant Accounting Policies,” of the Notes to our consolidated financial statements appearing elsewhere in this report describes the significant accounting policies and methods used in the preparation of our consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

Please see Part II, Item 7 – Critical Accounting Policies appearing in our 2021 10-K for the critical accounting policies we believe involve the more significant judgments and estimates used in the preparation of our consolidated financial statements and are the most critical to aid you in fully understanding and evaluating our reported financial results. Management considers these policies critical because they are both important to the portrayal of our financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters.

Recent accounting pronouncements

Please see Note 1 – Organization and Summary of Significant Accounting Policies appearing in the consolidated financial statements included in this report for information on accounting pronouncements.

Off balance sheet arrangements

As of the date of this report, we ~~do not~~ have ~~any~~no undisclosed off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable for a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under theSecurities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluation as of the end of the period covered by this report, our co-Chief Executive Officers and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that the information relating to our company, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our co-Chief Executive Officers and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting. During the fourth quarter of fiscal 2021 we determined that our internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as it relates to the classification of common stock issuable under the acquisition of Twenty Two Capital, LLC in the fourth quarter of fiscal 2021. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. Specifically, our review process on the classification of such certain earnout on the business combination accounting did not account for certain GAAP nuances and resulted in a one-time reclassification on the balance sheet and a quantitatively immaterial adjustment to the consolidated income statement. During the period coved by this report we adjusted our review process for future transactions to include third party confirmation/review and/or additional internal accounting scrutiny. There were no ~~other~~ changes in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

3036
Table of Contents

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.1.~~LEGAL~~~~PROCEEDINGS.~~

None.

ITEM 1A. RISK FACTORS.

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Accordingly, we incorporate by reference the risk factors disclosed in Part I, Item 1A of our 2021 10-K.
.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~In addition to~~Except for those unregistered ~~sales~~securities previously ~~reported by~~disclosed in reports filed with the ~~Company~~SEC during the period covered by this report, ~~the Company issued the unregistered equity~~we have not sold any securities ~~disclosed below. The securities were issued pursuant to the exemption provided by Section 4(a)2 of~~without registration under the Securities Act ~~of 1933, as amended. The recipients were accredited investors.~~
~~On January 10, 2022~~during the Company entered into an amendment to a sponsorship agreement with a previous engaged professional athlete. As described in Note 11, as part of the endorsement agreement, the Company issued 312,000 shares of restricted common stock under the sponsorship agreement.period covered by this report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable to our Company’s operations.

ITEM 5. OTHER INFORMATION.

None.

3137
Table of Contents

ITEM 6. EXHIBITS.

Incorporatedby Reference

Filed or Furnished

Incorporated by Reference

Filed or Furnished
No.

Exhibit Description

Form

Date Filed

Number

Herewith

Exhibit Description

Form

Date Filed

Number

Herewith
2.1

Merger Agreement dated December 3, 2018 by and among Level Brands, Inc., AcqCo, LLC, cbdMD LLC and Cure Based Development, LLC

8-K

12/3/18

2.1

Merger Agreement dated December 3, 2018 by and among Level Brands, Inc., AcqCo, LLC, cbdMD LLC and Cure Based Development, LLC

8-K

12/3/18

2.1

2.2

Articles of Merger dated December 20, 2018 as filed with the Secretary of State of Nevada merging AcqCo, LLC with and into Cure Based Development, LLC

10-Q

2/14/19

2.2

Articles of Merger dated December 20, 2018 as filed with the Secretary of State of Nevada merging AcqCo, LLC with and into Cure Based Development, LLC

10-Q

2/14/19

2.2

2.3

Articles of Merger dated December 20, 2018 as filed with the Secretary of State of North Carolina merging AcqCo, LLC with and into Cure Based Development, LLC

10-Q

2/14/19

2.3

Articles of Merger dated December 20, 2018 as filed with the Secretary of State of North Carolina merging AcqCo, LLC with and into Cure Based Development, LLC

10-Q

2/14/19

2.3

2.4

Articles of Merger dated December 20, 2018 as filed with the Secretary of State of Nevada merging Cure Based Development, LLC with an into cbdMD LLC

10-Q

2/14/19

2.4

Articles of Merger dated December 20, 2018 as filed with the Secretary of State of Nevada merging Cure Based Development, LLC with an into cbdMD LLC

10-Q

2/14/19

2.4

2.5

Articles of Merger dated December 20, 2018 as filed with the Secretary of State of North Carolina merging Cure Based Development, LLC with an into cbdMD LLC

10-Q

2/14/19

2.5

Articles of Merger dated December 20, 2018 as filed with the Secretary of State of North Carolina merging Cure Based Development, LLC with an into cbdMD LLC

10-Q

2/14/19

2.5

2.6

Addendum No. 1 to Agreement and Plan of Merger dated March 31, 2021

8-K

4/1/21

10.1

Addendum No. 1 to Agreement and Plan of Merger dated March 31, 2021

8-K

4/1/21

10.1

3.1

Articles of Incorporation

1-A

9/18/17

2.1

Articles of Incorporation

1-A

9/18/17

2.1

3.2

Articles of Amendment to the Articles of Incorporation – filed April 22, 2015

1-A

9/18/17

2.2

Articles of Amendment to the Articles of Incorporation – filed April 22, 2015

1-A

9/18/17

2.2

3.3

Articles of Amendment to the Articles of Incorporation – filed June 22, 2015

1-A

9/18/17

2.3

Articles of Amendment to the Articles of Incorporation – filed June 22, 2015

1-A

9/18/17

2.3

3.4

Articles of Amendment to the Articles of Incorporation – filed November 17, 2016

1-A

9/18/17

2.4

Articles of Amendment to the Articles of Incorporation – filed November 17, 2016

1-A

9/18/17

2.4

3.5

Articles of Amendment to the Articles of Incorporation – filed December 5, 2016

1-A

9/18/17

2.5

Articles of Amendment to the Articles of Incorporation – filed December 5, 2016

1-A

9/18/17

2.5

3.6

Articles of Amendment to Articles of Incorporation

8-K

4/29/19

3.7

Articles of Amendment to Articles of Incorporation

8-K

4/29/19

3.7

3.7

Articles of Amendment to the Articles of Incorporation including the Certificate of Designations, Rights and Preferences of the 8.0% Series A Cumulative Convertible Preferred Stock

8-A

10/11/19

3.1(f)

Articles of Amendment to the Articles of Incorporation including the Certificate of Designations, Rights and Preferences of the 8.0% Series A Cumulative Convertible Preferred Stock

8-A

10/11/19

3.1(f)

3.8

Bylaws, As amended

1-A

9/18/17

2.6

Bylaws, As amended

1-A

9/18/17

2.6

10.1

Executive Employment Agreement dated October 1, 2021 between cbdMD, Inc. and T. Ronan  Kennedy+

8-K

10/5/21

10.1

10.2

John Wiesehan Separation Agreement and General Release dated December 1, 2021+

8-K

12/3/21

10.1

10.21

Equipment Purchase Agreement dated April 7, 2022 +

Filed

31.1

Certification of co-Principal Executive Officer (Section 302)

Filed

Certification of co-Principal Executive Officer (Section 302)

Filed

31.2

Certification of co-Principal Executive Officer (Section 302)

Filed

Certification of co-Principal Executive Officer (Section 302)

Filed

31.3

Certification of Principal Financial Officer (Section 302)

Filed

Certification of Principal Financial Officer (Section 302)

Filed

32.1

Certification of Principal Executive Officer and Principal Financial Officer (Section 906)

Filed

Certification of Principal Executive Officer and Principal Financial Officer (Section 906)

Filed

101 INS

XBRL Instance Document

Filed

XBRL Instance Document

Filed
101 SCH

XBRL Taxonomy Extension Schema

Filed

XBRL Taxonomy Extension Schema

Filed
101 CAL

XBRL Taxonomy Extension Calculation Linkbase

Filed

XBRL Taxonomy Extension Calculation Linkbase

Filed
101 LAB

XBRL Taxonomy Extension Label Linkbase

Filed

XBRL Taxonomy Extension Label Linkbase

Filed
101 PRE

XBRL Taxonomy Extension Presentation Linkbase

Filed

XBRL Taxonomy Extension Presentation Linkbase

Filed
101 DEF

XBRL Taxonomy Extension Definition Linkbase

Filed

XBRL Taxonomy Extension Definition Linkbase

Filed

+ ~~Indicates management contract~~ Exhibits and/or ~~compensatory plan.~~schedules have been omitted. The Company hereby agrees to furnish to the staff of the Securities and Exchange Commission upon request any omitted information.

3238
Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

cbdMD, INC.
~~February 10, 2022~~ ~~By:~~ ~~/s/ Martin A. Sumichrast~~

May 13, 2022
By:
/s/ Martin A. Sumichrast
Martin A. Sumichrast,
Co-Chief Executive Officer, co-principal executive officer
~~February 10, 2022~~
May 13, 2022
By:
/s/ Raymond S. Coffman

Raymond S. Coffman,

Co-Chief Executive Officer, co-principal executive officer

~~February 10,~~May 13, 2022
By:
/s/ T. Ronan Kennedy

T. Ronan Kennedy, Chief Financial Officer,

principal financial and accounting officer

33

			Page No
~~PART~~~~I-FINANCIAL~~~~INFORMATION~~
PART I-FINANCIAL INFORMATION
ITEM 1.	Financial Statements.		5


ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	26	29


ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk.	30	36


ITEM 4.	Controls and Procedures.	30	36
PART II - OTHER INFORMATION

~~PART~~II-~~OTHER~~~~INFORMATION~~

ITEM 1.	Legal Proceedings.	31	37


ITEM 1A.	Risk Factors.	31	37


ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	35	37


ITEM 3.	Defaults Upon Senior Securities.	31	37


ITEM 4.	Mine Safety Disclosures.	31	37


ITEM 5.	Other Information.	31	37


ITEM 6.	Exhibits.	32	38

cbdMD, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THR THREE AND SIX MONTHS ENDED MARCH 31, 2022 AND 2021
(Unaudited)

	Three months			Three months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	March 31,			March 31,			March 31,			March 31,
	2022			2021			2022			2021

Gross Sales	$	9,948,858		$	12,457,386		$	19,805,625		$	25,520,568
Allowances		(319,972	)		(658,775	)		(854,917	)		(1,393,654	)
Total Net Sales		9,628,886			11,798,611			18,950,708			24,126,914
Cost of sales		3,186,564			3,643,127			7,514,874			7,073,402
Gross Profit		6,442,322			8,155,484			11,435,834			17,053,512

Operating expenses		11,452,700			12,323,207			23,407,984			22,981,180
Impairment of Goodwill and other intangible assets		0			0			18,183,285			0
Loss from operations		(5,010,378	)		(4,167,723	)		(30,155,435	)		(5,927,668	)
Realized and Unrealized gain (loss) on marketable and other securities, including impairments		0			2,852			(33,352	)		545,562
Decrease (increase) of contingent liability		353,000			(8,871,000	)		6,303,000			(17,371,000	)
Other income		2,249			0			72,987			0
Interest expense		(2,086	)		(10,603	)		(5,320	)		(20,990	)
Loss before provision for income taxes		(4,657,215	)		(13,046,474	)		(23,818,120	)		(22,774,096	)

Benefit for income taxes		0			536,000			0			868,000
Net Loss		(4,657,215	)		(12,510,474	)		(23,818,120	)		(21,906,096	)
Preferred dividends		1,000,500			560,280			2,001,002			660,330

Net Loss attributable to cbdMD, Inc. common shareholders	$	(5,657,715	)	$	(13,070,754	)	$	(25,819,122	)	$	(22,566,426	)

Net Loss per share:
Basic earnings per share		(0.10	)		(0.24	)		(0.44	)		(0.43	)
Diluted earnings per share		(0.10	)		(0.24	)		(0.44	)		(0.43	)
Weighted average number of shares Basic:		58,966,979			53,471,607			59,073,963			52,793,872
Weighted average number of shares Diluted:		58,966,979			53,471,607			59,073,963			52,793,872

cbdMD, INC. ~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)~~ ~~FOR THE THREE MONTHS ENDED DECEMBER 31, 2021 AND 2020~~
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2022 AND 2021
(Unaudited)

cbdMD, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 2022 AND 2021
(Unaudited)

	2022		2021

Cash Payments for:
Interest expense	$	4,173	$	7,117

Non-cash financial/investing activities:
Issuance of contingent earnout shares:	$	730,000	$	11,271,000
Warrants issued to representative	$	0	$	254,950

Supplemental Disclosures of Cash Flow Information:


	2021		2020

Cash Payments for:
Interest expense	$	3,234	$	3,672

Non-cash financial/investing activities:
Issuance of Contingent earnout shares:	$	405,000	$	-
Warrants issued to representative	$	-	$	254,950

See Notes to Condensed Consolidated Financial Statements

									Additional		Other
	Common Stock				Preferred Stock				Paid in		Comprehensive		Accumulated
	Shares		Amount		Shares		Amount		Capital		Income (loss)		Deficit			Total
Balance, September 30, 2021		57,783,340	$	57,783		5,000,000		5,000	$	176,417,269	$	0	$	(73,337,865	)	$	103,142,187
Issuance of Common stock		494,630		495		-				404,505		0		0			405,000
Issuance of options for share based compensation		-		0		-				505,466		0		0			505,466
Issuance of restricted stock for share based compensation		-		0		-				508,754		0		0			508,754
Preferred dividend		-		0		-		0		0		0		(1,000,502	)		(1,000,502	)
Net Loss		-		0		-		0		0		0		(19,160,904	)		(19,160,904	)
Balance, December 31, 2021		58,277,970	$	58,278		5,000,000		5,000	$	177,835,993	$	0	$	(93,499,271	)	$	84,400,000
Issuance of Common stock		1,074,243		1,074		-				659,926		0		0			661,000
Issuance of options for share based compensation		-		0		-				291,630		0		0			291,630
Issuance of restricted stock for share based compensation		-		0		-				328,515		0		0			328,515
Preferred dividend		-		0		-		0		0		0		(1,000,500	)		(1,000,500	)
Net Loss		-		0		-		0		0		0		(4,657,215	)		(4,657,215	)
Balance, March 31, 2022		59,352,213	$	59,352		5,000,000		5,000	$	179,116,064	$	0	$	(99,156,986	)	$	80,023,429

	-	E-commerce sales - consumer products sold through the Company’s online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of ~~shipment;~~shipment; and

	-	Wholesale sales - products sold to the Company’s wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms vary and can typically be 30 days from the date control over the product is transferred to the customer.

	Three Months					Three Months
	Ended March					Ended March
	31,2022		% of total			31,2021		% of total
Wholesale sales	$	3,048,332		31.7	%	$	3,436,176		29.1	%
E-commerce sales		6,580,554		68.3	%		8,362,435		70.9	%
Total Net Sales	$	9,628,886		100.0	%	$	11,798,611		100.0	%

	·	Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

	·	Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

	·	Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

	In Active									In Active
	Markets for		Significant Other		Significant					Markets for			Significant Other		Significant
	Identical Assets		Observable		Unobservable		Total Fair Value			Identical Assets			Observable		Unobservable		Total Fair Value
	and Liabilities		Inputs		Inputs		at December 31,			and Liabilities			Inputs		Inputs		at March 31,
	(Level 1)		(Level 2)		(Level 3)		2021			(Level 1)			(Level 2)		(Level 3)		2022
Investment other securities	$	-	$	-	$	1,000,000	$	1,000,000		$	0		$	0	$	1,000,000	$	1,000,000

	(Level 1)		(Level 2)		(Level 3)		2021			(Level 1)			(Level 2)		(Level 3)		2021
Balance at September 30, 2021		33,351		-		1,000,000		1,033,351			33,351			0		1,000,000		1,033,351
Change in value of equities	(33,351)					-		(33,351	)		(33,351	)				0		(33,351	)
Additional Investment		0				0		0			0							0
Balance at December 31, 2021	$	0	$	0	$	1,000,000	$	1,000,000		$	0		$	0	$	1,000,000	$	1,000,000
Change in value of equities											0					0		0
Additional Investment											0							0
Balance at March 31, 2022										$	0		$	0	$	1,000,000	$	1,000,000

Aggregate Net Revenues			Shares Issued/ Each $ of Aggregate Net Revenue Ratio

$1 - $20,000,000			.190625
$20,000,001 - $60,000,000			.0953125
$60,000,001 - $140,000,000			.04765625
$140,000,001 - $300,000,000			.23828125

						Weighted-average									Weighted-average
						remaining		Aggregate							remaining		Aggregate
				Weighted-average		contractual term		intrinsic value					Weighted-average		contractual term		intrinsic value
	Number of shares			exercise price		(in years)		(in thousands)		Number of shares			exercise price		(in years)		(in thousands)
Outstanding at September 30, 2021		2,702,500		$	4.42		5.18	$	0		2,702,500		$	4.42		5.13	$	0
Granted		75,000			1.96				0		325,000			1.15				0
Exercised		-			0						-			0
Forfeited		(170,000	)		4.52						(170,000	)		4.52
Outstanding at December 31, 2021		2,607,500			4.34		5.02		0
Outstanding at March 31, 2022											2,857,500			3.96		4.79		0

Exercisable at December 31, 2021		1,390,001		$	4.96		5.21	$	0
Exercisable at March 31, 2022											1,996,668		$	4.16		4.44	$	0

For the year ended September 30,
2022	$	1,015,660
2023		1,380,204
2024		1,421,610
2025		1,159,949
Thereafter		1,372,862
Total future lease payments		6,350,285
Less interest		(661,539	)
Total lease liabilities	$	5,688,746

For the year ended September 30,
2022	$	676,463
2023		1,380,204
2024		1,421,610
2025		1,159,949
Thereafter		1,372,862
Total future lease payments		6,011,088
Less interest		(596,337	)
Total lease liabilities	$	5,414,751

	Three Months Ended						Three Months Ended						Six Months Ended
	December 31,			December 31,			March 31,			March 31,			March 31,			March 31,
	2021			2020			2022			2021			2022			2021
Basic:
Net income (loss) continuing operations	$	(19,160,904	)	$	(9,395,621	)
Net loss continuing operations							$	(4,657,215	)	$	(12,510,474	)	$	(23,818,120	)	$	(21,906,096	)
Preferred dividends paid		1,000,502			100,050			1,000,500			560,280			2,001,002			660,330
Net income (loss) continuing operations adjusted for preferred dividend		(20,161,406	)		(9,495,671	)
Net income (loss) attributable to cbdMD Inc. common shareholders		(20,161,406	)		(9,495,671	)
Net loss continuing operations adjusted for preferred dividend								(5,657,715	)		(13,070,754	)		(25,819,122	)		(22,566,426	)
Net loss attributable to cbdMD Inc. common shareholders								(5,657,715	)		(13,070,754	)		(25,819,122	)		(22,566,426	)

Diluted:
Net income (loss) continuing operations		(20,161,406	)		(9,395,621	)
Net income (loss)		(20,161,406	)		(9,395,621	)
Net loss								(5,657,715	)		(13,070,754	)		(25,819,122	)		(22,566,426	)

Shares used in computing basic earnings per share		57,825,367			52,130,870			58,966,979			53,471,607			59,073,963			52,793,872
Effect of dilutive securities:
Options		-			-
Warrants		-			-
Convertible preferred shares		-			-
Shares used in computing diluted earnings per share		57,825,367			52,130,870

Earnings per share Basic:
Continued operations		(0.35	)		(0.18	)		(0.10	)		(0.24	)		(0.44	)		(0.43	)
Discontinued operations		0			0			0			0			0			0
Basic earnings per share		(0.35	)		(0.18	)		(0.10	)		(0.24	)		(0.44	)		(0.43	)

Earnings per share Dliuted:					-						-			-
Continued operations		(0.35	)		(0.18	)		(0.10	)		(0.24	)		(0.44	)		(0.43	)
Discontinued operations		0			0			0			0			0			0
Diluted earnings per share		(0.35	)		(0.18	)		(0.10	)		(0.24	)		(0.44	)		(0.43	)

	·	Product Innovation: Our goal is to provide our customers superior functional based products with greater efficacy, absorption and claims. Weregularly assess and evaluate our product portfolio, and devote resources to ongoing research and development processes with the goal of expanding our product offerings to meet these expanding consumer ~~demands.. In September 2021 we launched a new line of full spectrum tinctures and softgels.~~demands. We have a robust pipeline of products set to launch during fiscal 2022. In December we launched our new line of Botanical skincare products as well as water soluble CBD. In February 2022 we launched our line of functional gummies and curcumin ~~capsules.~~ capsules, followed by an initial rollout of several full spectrum gummies starting in March 2022 and a microdose product in April 2022, and our mood and focus products in May 2022.

	·	Expand our revenue channels: As the market continues to evolve, we are expanding our sales channels. During fiscal 2020, our wholesalebusiness was impacted as the broader retail industry faced various headwinds tied to quarantining and COVID impacts. Despite this, we continued to pursue relationships with a number of key traditional retail accounts and believe our top brand awareness, effective marketing and strong balance sheet position us as the partner for CBD for key traditional retail accounts as this channel has continued to normalize during the fiscal year 2021 and the first part of fiscal year 2022. During the recent quarter we added a number of our top selling ingestible SKUs throughout GNC’s retail footprint.

	·	International Expansion: We continue to explore sales into markets outside of the United States. Our products are currently available in 31countries. We generally partner with local wholesalers and local legal counsel who can help navigate the laws and regulatory requirements within their jurisdiction. We continue to pursue key wholesale accounts in a number of international markets and are gaining market share in Central America through our sanitary ~~registrations and~~registration approvals. We are ~~focused on~~also expanding our E-commerce business to consumers in the ~~U.K. At the end of December 2020, we announced the expansion of our direct-to-consumer operations into the~~ United Kingdom (U.K.) ~~which allows U.K. consumers to shop for our products online, with all orders shipping directly from a U.K. with based warehouse.~~. In March 2021, we officially filed our Novel Food Application with the United Kingdom’s Food Standards Agency (“FSA”)~~. The Application included all of the requisite data to allow for a validated submission~~ and ~~thorough scientific assessment. A similar submission was simultaneously made to~~ the European Union’s (“E.U.”) Food Safety ~~Authority (EFSA) to ensure compliance for~~Agency (“EFSA”). In March 2022, we received notice that the ~~European markets.~~products we submitted have been validated in the UK as well as in the EU. based warehouse. During August 2021 we signed an exclusive agreement to enter the Israeli Market with IM Cannabis Corp. a multi-country operator (“MCO”) in the medical and adult- use recreational cannabis sector with operations in Israel, Germany and Canada. In March 2022, the Israeli Health Ministry announced it has begun the process of exempting CBD from its banned substances list and will be permitting CBD to be included into food and cosmetic products.

	·	Expand our Additional Brands: During fiscal 2021 we took additional steps to grow the Paw CBD business which included advertising on TV,introducing our Paw CBD rewards program and introducing a Paw CBD subscription program which offers additional savings to customers that enroll in the service. During 2021 we launched cbdMD Botanicals as a separate brand and continue to build out the product portfolio and distribution channels.

	·	Expand our sponsorships toward targeted segments: We have had significant success with attracting high profile sponsors and influencers andexpect to continue to assess the segments we have covered with a focus on activation of the sponsorships and influencers which are producing the largest visibility and responsiveness. We recently added 7-time NASCAR champion Jimmy Johnson to Team cbdMD and believe we will benefit from the additional exposure he provides to our company.

	·	Acquisitions: We seek to acquire brands that we believe we can optimize through our internal digital marketing agency and supply chainplatform while we broaden our product assortment and increase our total addressable market. Our scalable supply chain and fulfillment operation allows our brands to deliver an exceptional end-to-end experience to our customers in a cost-effective manner. We may acquire brands directly or through joint ventures if opportunities arise that we believe are in our best interest. In assessing potential acquisitions or investments, we expect to primarily utilize our internal resources to evaluate growth potential, the strength of the target brand, offerings of the target, as well as possible efficiencies to gain. We believe that this approach will allow us to effectively screen consumer brand candidates and strategically evaluate acquisition targets and efficiently complete due diligence for potential acquisitions. In July 2021, we acquired directcbdonline.com and related intellectual property. We are currently not a party to any additional agreements or understandings regarding the acquisition of additional brands or companies and there are no assurances we will be successful in expanding our brand portfolio.

		Three Months Ended December 31,									Three Months Ended March 31,
		2021			2020			Change			2022			2021			Change
Total net sales		$	9,321,822		$	12,328,303		$	(3,006,481	)	$	9,628,886		$	11,798,611		$	(2,169,725	)
Cost of sales			4,328,310			3,430,274			898,036			3,186,564			3,643,127			(456,563	)
Gross profit as a percentage of net sales			53.6	%		72.2	%		(18.6	)%		66.9	%		69.1	%		-2.2	%
Operating expenses			11,856,322			10,657,973			1,198,349			11,452,700			12,323,207			(870,507	)
Impairment of Goodwill and other intangible assets			18,183,285			-			18,183,285
Impairment of goodwill and other intangible assets												-			-			-
Operating income from operations	��		(25,145,057	)		(1,759,945	)		(23,385,112	)		(5,010,378	)		(4,167,723	)		(842,655	)
Increase (decrease) on contingent liability			5,950,000			(8,500,000	)		14,450,000
Net loss before taxes			(19,160,904	)		(9,727,621	)		(9,433,283	)
Net loss attributable to cbdMD Inc. common shareholders		$	(20,161,406	)	$	(9,495,671	)	$	(10,665,735	)
(Increase) decrease on contingent liability												353,000			(8,871,000	)		9,224,000
Net income (loss) before taxes												(4,657,215	)		(13,046,474	)		8,389,259
Net income (loss) attributable to cbdMD Inc. common shareholders											$	(5,657,715	)	$	(13,070,754	)	$	7,413,039

	Six Months Ended March 31,
	2022			2021			Change
Total net sales	$	18,950,708		$	24,126,914		$	(5,176,206	)
Cost of sales		7,514,874			7,073,402			441,472
Gross profit as a percentage of net sales		60.3	%		70.7	%		-10.3	%
Operating expenses		23,407,984			22,981,180			426,804
Impairment of goodwill and other intangible assets		18,183,285			-			18,183,285
Operating income from operations		(30,155,435	)		(5,927,668	)		(24,227,767	)
(Increase) decrease on contingent liability		6,303,000			(17,371,000	)		23,674,000
Net income (loss) before taxes		(23,818,120	)		(22,774,096	)		(1,044,024	)
Net income (loss) attributable to cbdMD Inc. common shareholders	$	(25,819,122	)	$	(22,566,426	)	$	(3,252,696	)

	Three Months					Three Months
	Ended December					Ended December
		31,2021	% of total				31,2020	% of total
Wholesale sales	$	2,205,735		23.7	%	$	2,627,180		21.3	%
E-commerce sales		7,116,087		76.3	%		9,701,123		78.7	%
Total Net Sales	$	9,321,822		100.0	%	$	12,328,303		100.0	%

	cbdMD, INC.

~~February 10, 2022~~	~~By:~~	~~/s/ Martin A. Sumichrast~~

May 13, 2022	By:	/s/ Martin A. Sumichrast
		Martin A. Sumichrast,
		Co-Chief Executive Officer, co-principal executive officer

~~February 10, 2022~~
May 13, 2022	By:	/s/ Raymond S. Coffman
		Raymond S. Coffman,
		Co-Chief Executive Officer, co-principal executive officer

~~February 10,~~May 13, 2022	By:	/s/ T. Ronan Kennedy
		T. Ronan Kennedy, Chief Financial Officer,
		principal financial and accounting officer