Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jun. 30, 2022 | Aug. 11, 2022 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001644903 | |
Entity Registrant Name | cbdMD, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38299 | |
Entity Incorporation, State or Country Code | NC | |
Entity Tax Identification Number | 47-3414576 | |
Entity Address, Address Line One | 8845 Red Oak Blvd | |
Entity Address, City or Town | Charlotte | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 28217 | |
City Area Code | 704 | |
Local Phone Number | 445-3060 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 60,555,595 | |
Series A Cumulative Convertible Preferred Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 8% Series A Cumulative Convertible Preferred Stock | |
Trading Symbol | YCBDpA | |
Security Exchange Name | NYSEAMER | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | common | |
Trading Symbol | YCBD | |
Security Exchange Name | NYSEAMER |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 9,553,670 | $ 26,411,424 |
Accounts receivable | 1,630,233 | 1,113,372 |
Accounts receivable – discontinued operations | 1,375 | 10,967 |
Marketable securities | 0 | 33,351 |
Investment other securities | 1,000,000 | 1,000,000 |
Inventory | 4,318,204 | 5,021,867 |
Inventory prepaid | 548,580 | 551,519 |
Prepaid sponsorship | 1,749,083 | 1,212,682 |
Prepaid expenses and other current assets | 1,057,183 | 1,147,178 |
Total current assets | 19,858,328 | 36,502,360 |
Other assets: | ||
Property and equipment, net | 775,477 | 2,561,574 |
Operating lease assets | 4,751,192 | 5,614,960 |
Deposits for facilities | 244,606 | 529,583 |
Intangible assets | 18,111,903 | 23,003,929 |
Goodwill | 11,996,249 | 56,670,970 |
Investment other securities, noncurrent | 1,400,000 | 0 |
Total other assets | 37,279,427 | 88,381,016 |
Total assets | 57,137,755 | 124,883,376 |
Current liabilities: | ||
Accounts payable | 2,310,244 | 2,978,914 |
Accrued expenses | 2,250,549 | 2,727,612 |
Operating leases – current portion | 1,155,020 | 1,151,150 |
Note payable | 9,461 | 59,470 |
Total current liabilities | 5,725,274 | 6,917,146 |
Long term liabilities: | ||
Long term liabilities | 127,949 | 108,985 |
Operating leases - long term portion | 3,982,532 | 4,859,058 |
Contingent liability | 702,000 | 9,856,000 |
Total long term liabilities | 4,812,481 | 14,824,043 |
Total liabilities | 10,537,755 | 21,741,189 |
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, 59,946,090 and 57,783,340 shares issued and outstanding, respectively | 59,946 | 57,783 |
Additional paid in capital | 178,326,685 | 176,417,269 |
Accumulated deficit | (131,791,631) | (73,337,865) |
Total cbdMD, Inc. shareholders' equity | 46,600,000 | 103,142,187 |
Total liabilities and shareholders' equity | $ 57,137,755 | $ 124,883,376 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2022 | Sep. 30, 2021 |
Preferred Stock, Shares Authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 5,000,000 | 5,000,000 |
Common Stock, Shares Authorized (in shares) | 150,000,000 | 150,000,000 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued (in shares) | 59,946,090 | 57,783,340 |
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 59,946,090 | 57,783,340 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Gross Sales | $ 8,868,093 | $ 11,352,585 | $ 28,673,718 | $ 36,941,917 |
Allowances | (275,200) | (792,062) | (1,130,117) | (2,254,481) |
Total Net Sales | 8,592,893 | 10,560,523 | 27,543,601 | 34,687,436 |
Cost of sales | 2,660,185 | 3,370,952 | 10,176,085 | 10,444,353 |
Gross Profit | 5,932,708 | 7,189,571 | 17,367,516 | 24,243,083 |
Operating expenses | 8,282,931 | 13,865,191 | 31,690,915 | 36,846,371 |
Impairment of goodwill and other intangible assets | 30,776,436 | 0 | 48,959,721 | 0 |
Loss from operations | (33,126,659) | (6,675,620) | (63,283,120) | (12,603,288) |
Realized and Unrealized (loss) gain on marketable and other securities, including impairments | (18,623) | (33,352) | 526,940 | |
Gain (loss) on extinguishment of debt | 0 | 1,466,113 | 1,466,113 | |
Decrease (increase) of contingent liability | 1,943,000 | 6,871,000 | 8,246,000 | (10,500,000) |
Gain (loss) on sale of assets | 88,769 | 88,769 | ||
Restructuring expense | (602,092) | 0 | (602,092) | 0 |
Other income | 64,390 | 0 | 137,377 | 0 |
Interest expense | (1,551) | (2,582) | (6,871) | (23,573) |
Loss before provision for income taxes | (31,634,143) | 1,640,288 | (55,453,289) | (21,133,808) |
Benefit for income taxes | 0 | (103,000) | 0 | 765,000 |
Net (Loss) Income | (31,634,143) | 1,537,288 | (55,453,289) | (20,368,808) |
Preferred dividends | 1,000,501 | 560,281 | 3,001,503 | 1,220,610 |
Net (Loss) Income attributable to cbdMD, Inc. common shareholders | $ (32,634,644) | $ 977,007 | $ (58,454,792) | $ (21,589,418) |
Net (Loss) Income per share: | ||||
Basic earnings per share (in dollars per share) | $ (0.55) | $ 0.02 | $ (0.99) | $ (0.40) |
Diluted earnings per share (in dollars per share) | $ (0.55) | $ 0.02 | $ (0.99) | $ (0.40) |
Weighted average number of shares Basic: (in shares) | 59,316,762 | 56,676,326 | 59,229,208 | 54,089,263 |
Shares used in computing diluted earnings per share (in shares) | 59,316,762 | 61,431,643 | 59,229,208 | 54,089,263 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net Income (loss) | $ (31,634,143) | $ 1,537,288 | $ (55,453,289) | $ (20,368,808) |
Comprehensive (Loss) Income | (31,634,143) | 1,537,288 | (55,453,289) | (20,368,808) |
Preferred dividends | (1,000,501) | (560,281) | (3,001,503) | (1,220,610) |
Comprehensive (Loss) Income attributable to cbdMD, Inc. common shareholders | $ (32,634,644) | $ 977,007 | $ (58,454,792) | $ (21,589,418) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net Loss | $ 55,453,289 | $ 20,368,808 |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock based compensation | 424,455 | 807,523 |
Restricted stock expense | 504,650 | 1,137,583 |
Marketing stock amortization | 717,174 | 660,232 |
Issuance of stock / warrants for service | 0 | 98,605 |
Inventory and materials impairment | 878,142 | 0 |
Intangibles Amortization | 607,025 | 0 |
Depreciation | 770,335 | 719,856 |
Impairment of goodwill and other intangible assets | 48,959,721 | 0 |
Increase/(Decrease) in contingent liability | (8,246,000) | 10,500,000 |
Realized and unrealized loss of marketable and other securities | 33,350 | (526,939) |
Termination benefit | 0 | 495,568 |
Extinguishment of Paycheck Protection Program Loan | (1,466,113) | |
Amortization of operating lease asset | 863,768 | 922,057 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (116,861) | (556,116) |
Deposits | 284,977 | 261,125 |
Inventory | (174,479) | (135,058) |
Prepaid inventory | 2,939 | (385,410) |
Prepaid expenses and other current assets | (1,088,579) | (141,393) |
Accounts payable and accrued expenses | (1,149,456) | (603,216) |
Operating lease liability | (872,656) | (846,914) |
Deferred revenue / customer deposits | 3,723 | 4,478 |
Collection on discontinued operations accounts receivable | 9,592 | 428,667 |
Deferred tax liability | 0 | (765,000) |
Cash used by operating activities | (13,041,469) | (9,759,273) |
Cash flows from investing activities: | ||
Proceeds from sale of other investment securities | 0 | 540,000 |
Purchase of other investment securities | 0 | (750,000) |
Proceeds from sale of assets | (322,017) | 0 |
Purchase of property and equipment | (462,221) | (311,572) |
Cash provided (used) by investing activities | (784,238) | (521,572) |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock | 0 | 15,798,115 |
Note payable | (31,044) | (137,292) |
Preferred dividend distribution | (3,001,003) | (1,220,610) |
Cash provided by financing activities | (3,032,047) | 14,440,213 |
Net increase (decrease) in cash | (16,857,754) | 4,159,368 |
Cash and cash equivalents, beginning of period | 26,411,424 | 14,824,644 |
Cash and cash equivalents, end of period | 9,553,670 | 18,984,012 |
Interest expense | 6,817 | 23,573 |
Warrants to Purchase Common Stock [Member] | Representative of the Underwriters [Member] | ||
Non-cash financial/investing activities: | ||
Warrants issued to representative | 0 | 254,950 |
Common Stock Earnout Shares [Member] | ||
Non-cash financial/investing activities: | ||
Issuance of Contingent earnout shares: | $ 908,000 | $ 12,596,089 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' (Deficit) Equity (Unaudited) - USD ($) | Share-Based Payment Arrangement, Option [Member] Common Stock [Member] | Share-Based Payment Arrangement, Option [Member] Preferred Stock [Member] | Share-Based Payment Arrangement, Option [Member] Additional Paid-in Capital [Member] | Share-Based Payment Arrangement, Option [Member] Retained Earnings [Member] | Share-Based Payment Arrangement, Option [Member] | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Sep. 30, 2020 | 52,130,870 | 500,000 | ||||||||
Balance at Sep. 30, 2020 | $ 52,131 | $ 500 | $ 126,517,784 | $ (47,388,367) | $ 79,182,048 | |||||
Issuance of Common stock (in shares) | 0 | 2,300,000 | ||||||||
Issuance of Common stock | $ 0 | $ 2,300 | 15,795,815 | 0 | 15,795,815 | |||||
Issuance of options for share based compensation | $ 0 | $ 0 | $ 219,875 | $ 0 | $ 219,875 | |||||
Issuance of restricted stock for share based compensation | 0 | 0 | 15,279 | 0 | 15,279 | |||||
Preferred dividend | 0 | 0 | 0 | (100,050) | (100,050) | |||||
Net Income (loss) | 0 | 0 | 0 | (9,395,621) | (9,395,621) | |||||
Balance at Dec. 31, 2020 | $ 52,131 | $ 2,800 | 142,548,753 | (56,884,038) | 85,719,646 | |||||
Balance (in shares) at Dec. 31, 2020 | 52,130,870 | 2,800,000 | ||||||||
Balance (in shares) at Sep. 30, 2020 | 52,130,870 | 500,000 | ||||||||
Balance at Sep. 30, 2020 | $ 52,131 | $ 500 | 126,517,784 | (47,388,367) | 79,182,048 | |||||
Preferred dividend | (1,220,610) | |||||||||
Net Income (loss) | (20,368,808) | |||||||||
Balance at Jun. 30, 2021 | $ 56,975 | $ 2,800 | 158,198,042 | (68,977,784) | 89,280,032 | |||||
Balance (in shares) at Jun. 30, 2021 | 56,973,815 | 2,800,000 | ||||||||
Balance (in shares) at Dec. 31, 2020 | 52,130,870 | 2,800,000 | ||||||||
Balance at Dec. 31, 2020 | $ 52,131 | $ 2,800 | 142,548,753 | (56,884,038) | 85,719,646 | |||||
Issuance of Common stock (in shares) | 3,711,964 | 0 | ||||||||
Issuance of Common stock | $ 3,712 | $ 0 | 11,422,488 | 0 | 15,795,815 | |||||
Issuance of restricted stock for share based compensation | 347 | 0 | 1,181,481 | 0 | 1,181,828 | |||||
Preferred dividend | 0 | 0 | 0 | (560,279) | (560,279) | |||||
Net Income (loss) | 0 | 0 | 0 | (12,510,474) | (12,510,474) | |||||
Balance at Mar. 31, 2021 | $ 56,338 | $ 2,800 | 155,780,222 | (69,954,791) | 85,884,569 | |||||
Exercise of options for share based compensation (in shares) | 147,953 | 0 | ||||||||
Exercise of options for share based compensation | $ 148 | $ 0 | 627,500 | 0 | 627,648 | |||||
Issuance of restricted stock for share based compensation (in shares) | 347,000 | 0 | ||||||||
Balance (in shares) at Mar. 31, 2021 | 56,337,787 | 2,800,000 | ||||||||
Issuance of Common stock (in shares) | 608,528 | 0 | ||||||||
Issuance of Common stock | $ 609 | $ 0 | 1,471,991 | 0 | 1,472,600 | |||||
Issuance of restricted stock for share based compensation | 28 | 590,264 | 0 | 590,291 | ||||||
Preferred dividend | 0 | 0 | 0 | (560,281) | (560,281) | |||||
Net Income (loss) | 0 | 0 | 0 | 1,537,288 | 1,537,288 | |||||
Balance at Jun. 30, 2021 | $ 56,975 | $ 2,800 | 158,198,042 | (68,977,784) | 89,280,032 | |||||
Exercise of options for share based compensation | 0 | 0 | 355,565 | 0 | 355,565 | |||||
Issuance of restricted stock for share based compensation (in shares) | 27,500 | 0 | ||||||||
Balance (in shares) at Jun. 30, 2021 | 56,973,815 | 2,800,000 | ||||||||
Balance (in shares) at Sep. 30, 2021 | 57,783,340 | 5,000,000 | ||||||||
Balance at Sep. 30, 2021 | $ 57,783 | $ 5,000 | 176,417,269 | (73,337,865) | 103,142,187 | |||||
Issuance of Common stock (in shares) | 494,630 | 0 | ||||||||
Issuance of Common stock | $ 495 | $ 0 | 404,505 | 0 | 405,000 | |||||
Issuance of options for share based compensation | 0 | 0 | 505,466 | 0 | 505,466 | |||||
Issuance of restricted stock for share based compensation | 0 | 0 | 508,754 | 0 | 508,754 | |||||
Preferred dividend | 0 | 0 | 0 | (1,000,502) | (1,000,502) | |||||
Net Income (loss) | 0 | 0 | 0 | (19,160,904) | (19,160,904) | |||||
Balance at Dec. 31, 2021 | $ 58,278 | $ 5,000 | 177,835,993 | (93,499,271) | 84,400,000 | |||||
Balance (in shares) at Dec. 31, 2021 | 58,277,970 | 5,000,000 | ||||||||
Balance (in shares) at Sep. 30, 2021 | 57,783,340 | 5,000,000 | ||||||||
Balance at Sep. 30, 2021 | $ 57,783 | $ 5,000 | 176,417,269 | (73,337,865) | 103,142,187 | |||||
Preferred dividend | (3,001,503) | |||||||||
Net Income (loss) | (55,453,289) | |||||||||
Balance at Jun. 30, 2022 | $ 59,946 | $ 5,000 | 178,326,685 | (131,791,631) | 46,600,000 | |||||
Balance (in shares) at Jun. 30, 2022 | 59,946,090 | 5,000,000 | ||||||||
Balance (in shares) at Dec. 31, 2021 | 58,277,970 | 5,000,000 | ||||||||
Balance at Dec. 31, 2021 | $ 58,278 | $ 5,000 | 177,835,993 | (93,499,271) | 84,400,000 | |||||
Issuance of Common stock (in shares) | 1,074,240 | 0 | ||||||||
Issuance of Common stock | $ 1,074 | $ 0 | 659,926 | 0 | 661,000 | |||||
Issuance of options for share based compensation | $ 0 | $ 0 | $ 291,630 | $ 0 | $ 291,630 | |||||
Issuance of restricted stock for share based compensation | 0 | 0 | 328,514 | 0 | 328,514 | |||||
Preferred dividend | 0 | 0 | 0 | (1,000,500) | (1,000,500) | |||||
Net Income (loss) | 0 | 0 | 0 | (4,657,215) | (4,657,216) | |||||
Balance at Mar. 31, 2022 | $ 59,352 | $ 5,000 | 179,116,064 | (99,156,986) | 80,023,429 | |||||
Balance (in shares) at Mar. 31, 2022 | 59,352,210 | 5,000,000 | ||||||||
Issuance of Common stock (in shares) | 593,880 | 0 | ||||||||
Issuance of Common stock | $ 594 | $ 0 | 177,406 | 0 | 178,000 | |||||
Issuance of restricted stock for share based compensation | 0 | 0 | (593,617) | 0 | (593,617) | |||||
Preferred dividend | 0 | 0 | 0 | (1,000,501) | (1,000,501) | |||||
Net Income (loss) | 0 | 0 | 0 | (31,634,143) | (31,634,143) | |||||
Issuance of options for share based compensation | 0 | 0 | (373,168) | 0 | (373,168) | |||||
Balance at Jun. 30, 2022 | $ 59,946 | $ 5,000 | $ 178,326,685 | $ (131,791,631) | $ 46,600,000 | |||||
Balance (in shares) at Jun. 30, 2022 | 59,946,090 | 5,000,000 |
Note 1 - Organization and Summa
Note 1 - Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 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 November 2016 May 1, 2019 September 30. On December 20, 2018 ( two April 2019, five June 30,2022, five 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 0.3% 2018 not In the third 2019 October 22, 2019, March 15, 2021 In July 2021, 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 2021 2021 10 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 While the Company has been relatively successful in navigating the impact of COVID- 19, Cash and Cash Equivalents For financial statements purposes, the Company considers all highly liquid investments with a maturity of less than three 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 June 30, 2022 September 30, 2021 Merchant Receivable and Reserve The Company primarily sells its products through the internet and has an arrangement to process customer payments with third 2 5 June 30, 2022 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 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 three may not 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 1 2 3 Level 1 2 1 2 may 3 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 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 not 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. 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 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. See Note 5 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 December 31, 2021, not August 1 350 30 35 18. not not 5 December 31, 2021 360, 20 January 1, 2022 360, may not may not two 360, 360, no June 30, 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. Paycheck Protection Program Loan On April 27, 2020, May 17, 2021 Revenue Recognition Under ASC 606, Revenue from Contracts with Customers, five 606: 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 June 30, 2022 no Allocation of Transaction Price In the Company’s current business model, it does not 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 Disaggregated Revenue The Company’s product revenue is generated primarily through two 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; 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 Contract liabilities represent unearned revenues and are presented as deferred revenue or customer deposits on the condensed consolidated balance sheets. The Company has no June 30, 2022 The following tables represent a disaggregation of revenue by sales channel: Three Months Three Months Ended Ended June 30, June 30, 2022 % of total 2021 % of total Wholesale sales $ 2,079,592 24.2 % $ 2,740,523 26.0 % E-commerce sales 6,513,301 75.8 % 7,820,000 74.0 % Total Net Sales $ 8,592,893 100.0 % $ 10,560,523 100.0 % Nine Months Nine Months Ended Ended June 30, June 30, 2022 % of total 2021 % of total Wholesale sales $ 7,382,880 26.8 % $ 9,049,068 26.1 % E-commerce sales 20,160,721 73.2 % 25,638,368 73.9 % Total Net Sales $ 27,543,601 100.0 % $ 34,687,436 100.0 % Cost of Sales The Company’s cost of sales includes costs associated with distribution, fill and labor expense, components, manufacturing overhead, third 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, March 15, 2021, The Company accounts for income taxes pursuant to the provisions of the Accounting for Income Taxes 740 not not 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 June 30, 2022 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 three nine June 30, 2022 Stock-Based Compensation The Company accounts for its stock compensation under the ASC 718 10 30, Compensation - Stock Compensation may 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. Earnings (Loss) Per Share The Company uses ASC 260 10, Liquidity and Going Concern Considerations The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company experienced a loss of $59,939,934 for the nine June 30, 2022. one While the Company is taking strong action, believes in the viability of its strategy and path to profitability, and in its ability to raise additional funds, there can be no may not twelve twelve not may not New Accounting Standards In December 2019, 2019 12, 740 740 not not 2019 12 December 15, 2020, no |
Note 2 - Marketable Securities
Note 2 - Marketable Securities and Investment Other Securities | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | 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 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 ● Level 1 ● Level 2 1 ● Level 3 not 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 June 30, 2022 2021 nine June 30, 2022 2021 first 2022 zero December 2021. zero 19 In September 2020, January 13, 2021, second February 9, 2021, March 24, 2021, June 30, 2022 June 30, 2022 June 22, 2022, June 23, 2022, no not 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 no On April 7, 2022, 3 no In valuing both investments, the Company used the value paid, which was the price offered to all third not June 30, 2022 June 30, 2022 In Active Markets for Significant Other Significant Identical Assets Observable Unobservable and Liabilities Inputs Inputs (Level 1) (Level 2) (Level 3) Total Investment other securities $ - $ - $ 1,000,000 $ 1,000,000 Balance at September 30, 2021 33,351 - 1,000,000 1,033,351 Change in value of equities (33,351 ) - - (33,351 ) Additional Investment - - - - Balance at December 31, 2021 $ - $ - $ 1,000,000 $ 1,000,000 Change in value of equities - - - - Additional Investment - - - Balance at March 31, 2022 $ - $ - $ 1,000,000 $ 1,000,000 Change in value of equities - - - - Additional Investment - - 1,400,000 1,400,000 Balance at June 30, 2022 $ - $ - $ 2,400,000 $ 2,400,000 |
Note 3 - Inventory
Note 3 - Inventory | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | NOTE 3 Inventory at June 30, 2022 September 30, 2021 June 30, September 30, 2022 2021 Finished Goods $ 3,083,043 $ 3,362,897 Inventory Components 1,314,646 1,729,176 Inventory Reserve (79,485 ) (70,206 ) Inventory prepaid 548,580 551,519 Total Inventory $ 4,866,783 $ 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 three June 30, 2022 |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 PROPERTY AND EQUIPMENT Major classes of property and equipment at June 30, 2022 September 30, 2021 June 30, September 30, 2022 2021 Computers, furniture and equipment $ 861,731 $ 549,910 Manufacturing equipment 284,275 2,968,838 Leasehold improvements 487,081 870,621 Automobiles 35,979 35,979 1,669,066 4,425,348 Less accumulated depreciation (893,589 ) (1,863,774 ) Property and equipment, net $ 775,477 $ 2,561,574 Depreciation expense related to property and equipment was $158,555 and $246,532 for the three June 30, 2022 2021 nine June 30, 2022 2021 |
Note 5 - Goodwill and Intangibl
Note 5 - Goodwill and Intangible Assets | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 5 GOODWILL AND INTANGIBLE ASSETS Goodwill The Company had goodwill at December 31, 2021 0 350 20 35 3C. three December 31, 2021, 0 350 20 35 3C, December 31, 2021. June 30, 2022 June 30, 2022. Intangible Assets On December 20, 2018, not In September 2019, not In July 2021, As of December 31, 2021, 350 30 35 17, December 31, 2021, 350 January 2022. Intangible assets as of June 30, 2022 September 30, 2021 June 30, September 30, 2022 2021 Trademark related to cbdMD $ 17,300,000 $ 21,585,000 Trademark for HempMD 50,000 50,000 Technology Relief from Royalty related to DirectCBDOnline.com 667,844 667,844 Tradename related to DirectCBDOnline.com 749,567 749,567 Amortization of definite lived intangible assets: (655,508 ) (48,482 ) Total $ 18,111,903 $ 23,003,929 Amortization expense related to definite lived intangible assets was $277,354 and $0 for the three June 30, 2022 2021 $0 nine June 30, 2022 2021 |
Note 6 - Contingent Considerati
Note 6 - Contingent Consideration | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 6 CONTINGENT CONSIDERATION As consideration for the Mergers, described in Note 1, two five The contractual obligations and earn out provision are accounted for as a contingent liability and fair value is determined using Level 3 may The initial two second 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 12, 24, 42, 59 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. April 19, 2019 third third September 30, 2021 December 2021. fourth third December 31, 2021 March 2022. fifth third March 31, 2022 May 2022. The third 18 January 1, 2021 June 30, 2022 ( March 31, 2021 No. 1 No. 1” third third six third March 31, 2021, no no No. 1 No. 1 not fourth not June 30, 2022 September 30, 2021 June 30, 2022, As part of the Twenty Two acquisition in July 2021, one September 30, 2021 $73,561 rel December 31, 2021, March 30, 2022 June 30, 2022 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 $0. In November 2021 twelve December 31, 2022, December 31, 2021 December 31, 2022 zero December 31, 2021. three March31, 2022, In April 2022, December 2022 not December 2022 June 30, 2022. |
Note 7 - Related Party Transact
Note 7 - Related Party Transactions | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 7 RELATED PARTY TRANSACTIONS As noted in Note 2, |
Note 8 - Shareholders' Equity
Note 8 - Shareholders' Equity | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 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, 8.0% 8.0% 480 Distinguishing Liabilities from Equity June 30, 2022 September 30, 2021 The total amount of preferred dividends declared and paid were $1,000,501 and $560,281, re three June 30, 2022 2021 $3,001,503 and $1,220,610 f nine June 30, 2022 June 30, 2021 Common Stock – The Company is authorized to issue 150,000,000 shares of common stock, par value $0.001 per share. There were 59,946,090 and 57,783,340 shares of common stock issued and outstanding at June 30, 2022 September 30, 2021 Preferred stock transactions: The Company had no three nine June 30, 2022 In the nine June 30, 2021 On December 8, 2020, December 8, 2025. Common stock transactions: In the nine June 30, 2022 In May 2022, 6. In March 2022 6. In January 2022, six In January 2022, 11. On December 28, 2021, 6. In October 2021, January 1, 2022. In the nine June 30, 2021 In June 2021, In May 2021, 6. In April 2021, In March 2021, July December 2021. In March 2021, one fourth June 30, 2021, one September 30, 2021, one fourth December 31, 2021, one fourth March 31, 2022. In March 2021, 6. In February 2021 In January 2021 15 April 6, 2021. In October 2020 one first 9. Stock option transactions: In the nine June 30, 2022 In May 2022, 1, 2, 3 five In April 2022, 6 March 2023. five In April 2022, December 2022. June 30, 2020 In March 2022, five 12 In January 2022, 9 three June 30, 2022 In October 2021, October 1, 2022. three nine June 30, 2022 In the nine June 30, 2021 In June 2021, In April 2021, three first January 1, 2022; second January 1, 2023; third January 1, 2024, 2021 three June 30, 2021 In March 2021, five 12 In January 2021, three three first April 15, 2021, second April 15, 2022 third April 14, 2023 three June 30, 2021 In October 2020, three first October 1, 2021, second October 1, 2022 third October 1, 2023, $3,50, 5 three December 31, 2021 2020, The expected volatility rate was estimated based on a weighted average mix of the 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 718, may may The following table summarizes the inputs used for the Black-Scholes pricing model on the options issued in the three June 30, 2022 2021 June 30, June 30, 2022 2021 Weighted average exercise price 0.844 -1.0000 $ 3.91 Risk free interest rate 2.56% - 2.83% 0.16% - 0.85% Volatility 101.23 % - 102.00 100.72% - 105.43% Expected term (in years) 2.5 - 4 2.5 - 6.2 Dividend yield None None Warrant Transactions: The Company has no three nine June 30, 2022 In the nine June 30, 2021 In December 2020 December 8, 2025. The following table summarizes the inputs used for the Black-Scholes pricing model on the warrants issued in the nine June 30, 2022 2021 June 30, 2021 Weighted average exercise price $ 3.74 Risk free interest rate 0.39 % Volatility 103.42 % Expected term (in years) 2.8 Dividend yield None |
Note 9 - Stock Based Compensati
Note 9 - Stock Based Compensation | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | NOTE 9 STOCK BASED COMPENSATION Equity Compensation Plan – On June 2, 2015, 2015 “2015 2015 2015 first October 2015 2016, one September no April 19, 2019, 2015 2015 On January 8, 2021, 2021 “2021 March 12, 2021. 2021 2021 2021 2021 October 1 2021 2022, September 30 The Company accounts for stock-based compensation using the provisions of ASC 718. 718 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 ten one three 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. 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 nine June 30, 2022 Weighted-average remaining Aggregate Weighted-average contractual term intrinsic value Number of shares exercise price (in years) (in thousands) Outstanding at September 30, 2021 2,702,500 $ 4.42 5.13 $ - Granted 1,030,000 0.99 - Exercised - - Forfeited (930,000 ) 3.59 Outstanding at June 30, 2022 2,802,500 3.43 3.39 - Exercisable at June 30, 2022 1,822,500 $ 4.19 4.63 $ - As of June 30, 2022 Restricted Stock Award transactions: In the nine June 30, 2022 In June 2022, one July 1, 2022 January 1, 2023. In May 2022 In May 2022 In March 2022, one fourth June 30, 2022, one September 30, 2022, one fourth December 31, 2022, one fourth March 31, 2023. In January 2022, six In January 2022, 11. In November 2021, December 2022, 6. January 2022. In October 2021 In October 2021 four In the nine June 30, 2021 In June 2021, In April 2021, 9. In April 2021, In March 2021, one fourth June 30, 2021, one September 30, 2021, one fourth December 31, 2021, one fourth March 31, 2022. In January 2021 15 April 6, 2021. In October 2020, three first October 1, 2021, second October 1, 2022 third October 1, 2023 The Company recognized $(593,617) and $641,267 of restricted stock compensation expense for the three June 30, 2022 2021 nine June 30, 2022 2021, |
Note 10 - Warrants
Note 10 - Warrants | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Warrants Disclosure [TextBlock] | NOTE 10 Transactions involving the Company equity-classified warrants for the nine June 30, 2022 2021 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 $ - Granted - - - Exercised - - Forfeited - - Outstanding at June 30, 2022 660,417 4.60 2.79 - Exercisable at June 30, 2022 660,417 $ 4.60 - $ - The following table summarizes outstanding common stock purchase warrants as of June 30, 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 Conti
Note 11 - Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11 COMMITMENTS AND CONTINGENCIES In May 2019, December 31, 2022 December 2019 - December 2020 - December 2021 - December 2022 - 19 March 2020 June 2020. July 1, 2020, July 2020 December 2022 – three two July 2020, July 2021 December 2021, July 2022 December 2022. July 2020 December 2020 - January 2021 June 2021 - July 2021 December 2021 - January 2022 June 2022 - July 2022 December 2022 - March 2021, July 2021 December 2021. three December 31, 2021 2020, January 2022, December 2024. 2022 2024, In April 2022, February 2022, February 2025 As previously disclosed, during June 2022, June 2022 |
Note 12 - Note Payable
Note 12 - Note Payable | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 12 NOTE PAYABLE In July 2019, April 2022, June 30, 2022. January 2020, June 30, 2022. |
Note 13 - Paycheck Protection P
Note 13 - Paycheck Protection Program Loan | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Short-Term Debt [Text Block] | NOTE 13 PAYCHECK PROTECTION PROGRAM LOAN In April 2020, 1106 April 27, 2020, May 2021, |
Note 14 - Leases
Note 14 - Leases | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | NOTE 14 LEASES The Company has lease agreements for its corporate offices and warehouse with lease periods expiring between 2021 2026. 842 not June 2022 December 2022, June 30, 2022. 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 may 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. Components of operating lease costs are summarized as follows: Three Months Nine Months Ended Ended June 30, June 30, 2022 2022 Total Operating Lease Costs $ 336,474 $ 1,059,732 Supplemental cash flow information related to operating leases is summarized as follows: Three Months Nine Months Ended Ended June 30, June 30, 2022 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 339,194 $ 1,068,620 As of June 30, 2022 For the year ended September 30, 2022 $ 337,267 2023 1,380,204 2024 1,421,610 2025 1,159,949 Thereafter 1,372,862 Total future lease payments 5,671,892 Less interest (534,340 ) Total lease liabilities $ 5,137,552 Future minimum aggregate lease payments under operating leases as of June 30, 2022 |
Note 15 - Earnings Per Share
Note 15 - Earnings Per Share | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 15 EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share for the following periods: Three Months Ended Nine Months Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Basic: Net loss continuing operations $ (31,634,143 ) $ 1,537,288 $ (55,453,289 ) $ (20,368,808 ) Preferred dividends paid 1,000,501 560,281 3,001,503 1,220,610 Net (loss) income continuing operations adjusted for preferred dividend (32,634,644 ) 977,007 (58,454,792 ) (21,589,418 ) Net (loss) income attributable to cbdMD Inc. common shareholders (32,634,644 ) 977,007 (58,454,792 ) (21,589,418 ) Diluted: Net (loss) income continuing operations (32,634,644 ) 977,007 (58,454,792 ) (21,589,418 ) Net (loss) income continuing operations (32,634,644 ) 977,007 (58,454,792 ) (21,589,418 ) Shares used in computing basic earnings per share 59,316,762 56,676,326 59,229,208 54,089,263 Effect of dilutive securities: Options - 64,833 - - Warrants - 22,884 - - Convertible preferred shares - 4,667,600 - - Shares used in computing diluted earnings per share 59,316,762 61,431,643 59,229,208 54,089,263 Earnings per share Basic: Continued operations (0.55 ) 0.02 (0.99 ) (0.40 ) Basic earnings per share (0.55 ) 0.02 (0.99 ) (0.40 ) Earnings per share Diluted: - - Continued operations (0.55 ) 0.02 (0.99 ) (0.40 ) Diluted earnings per share (0.55 ) 0.02 (0.99 ) (0.40 ) At June 30, 2022 |
Note 16 - Income Taxes
Note 16 - Income Taxes | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 16 INCOME TAXES On November 17, 2017, 382 October 2, 2018, May 16, 2019, October 16, 2019, January 14, 2020, 382 On December 20, 2018, two 1 The Company has 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, June 30, 2020, 740 270 30 36 December 31, 2019, March 31, 2020, June 30, 2020. September 30, 2021 zero not not June 30, 2022 |
Note 17 - Subsequent Events
Note 17 - Subsequent Events | 9 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 17 SUBSEQUENT EVENTS On August 1, 2022, On August 9, 2022, Effective August 9, 2022, March 2021. Jan 2021. Jan 2020 Dec 2020, 5 not 803 not five As previously reported, on December 20, 2018 Earnout Shares 60 April 2019. February 2020 June 30, 2022 third June 30, 2022 third August 9, 2022 1933, 4 2 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | 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 While the Company has been relatively successful in navigating the impact of COVID- 19, |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents For financial statements purposes, the Company considers all highly liquid investments with a maturity of less than three |
Receivable [Policy Text Block] | 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 June 30, 2022 September 30, 2021 |
Merchant Receivable and Reserve [Policy Text Block] | Merchant Receivable and Reserve The Company primarily sells its products through the internet and has an arrangement to process customer payments with third 2 5 June 30, 2022 |
Inventory, Policy [Policy Text Block] | 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 |
Property, Plant and Equipment, Policy [Policy Text Block] | 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 three may not |
Fair Value Measurement, Policy [Policy Text Block] | 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 1 2 3 Level 1 2 1 2 may 3 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 |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | 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 not 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. 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 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. See Note 5 |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | 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 December 31, 2021, not August 1 350 30 35 18. not not 5 December 31, 2021 360, 20 January 1, 2022 360, may not may not two 360, 360, no June 30, 2022 |
Contingent Liability Reserve Estimate, Policy [Policy Text Block] | 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. |
Paycheck Protection Program Loan [Policy Text Block] | Paycheck Protection Program Loan On April 27, 2020, May 17, 2021 |
Revenue [Policy Text Block] | Revenue Recognition Under ASC 606, Revenue from Contracts with Customers, five 606: 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 June 30, 2022 no Allocation of Transaction Price In the Company’s current business model, it does not 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 Disaggregated Revenue The Company’s product revenue is generated primarily through two 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; 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 Contract liabilities represent unearned revenues and are presented as deferred revenue or customer deposits on the condensed consolidated balance sheets. The Company has no June 30, 2022 The following tables represent a disaggregation of revenue by sales channel: Three Months Three Months Ended Ended June 30, June 30, 2022 % of total 2021 % of total Wholesale sales $ 2,079,592 24.2 % $ 2,740,523 26.0 % E-commerce sales 6,513,301 75.8 % 7,820,000 74.0 % Total Net Sales $ 8,592,893 100.0 % $ 10,560,523 100.0 % Nine Months Nine Months Ended Ended June 30, June 30, 2022 % of total 2021 % of total Wholesale sales $ 7,382,880 26.8 % $ 9,049,068 26.1 % E-commerce sales 20,160,721 73.2 % 25,638,368 73.9 % Total Net Sales $ 27,543,601 100.0 % $ 34,687,436 100.0 % |
Cost of Goods and Service [Policy Text Block] | Cost of Sales The Company’s cost of sales includes costs associated with distribution, fill and labor expense, components, manufacturing overhead, third |
Income Tax, Policy [Policy Text Block] | 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, March 15, 2021, The Company accounts for income taxes pursuant to the provisions of the Accounting for Income Taxes 740 not not |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | 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 June 30, 2022 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 three nine June 30, 2022 |
Share-Based Payment Arrangement [Policy Text Block] | Stock-Based Compensation The Company accounts for its stock compensation under the ASC 718 10 30, Compensation - Stock Compensation may 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. |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Share The Company uses ASC 260 10, |
Liquidity and Going Concern Considerations, Policy [Policy Text Block] | Liquidity and Going Concern Considerations The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company experienced a loss of $59,939,934 for the nine June 30, 2022. one While the Company is taking strong action, believes in the viability of its strategy and path to profitability, and in its ability to raise additional funds, there can be no may not twelve twelve not may not |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Standards In December 2019, 2019 12, 740 740 not not 2019 12 December 15, 2020, no |
Note 1 - Organization and Sum_2
Note 1 - Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Three Months Ended Ended June 30, June 30, 2022 % of total 2021 % of total Wholesale sales $ 2,079,592 24.2 % $ 2,740,523 26.0 % E-commerce sales 6,513,301 75.8 % 7,820,000 74.0 % Total Net Sales $ 8,592,893 100.0 % $ 10,560,523 100.0 % Nine Months Nine Months Ended Ended June 30, June 30, 2022 % of total 2021 % of total Wholesale sales $ 7,382,880 26.8 % $ 9,049,068 26.1 % E-commerce sales 20,160,721 73.2 % 25,638,368 73.9 % Total Net Sales $ 27,543,601 100.0 % $ 34,687,436 100.0 % |
Note 2 - Marketable Securitie_2
Note 2 - Marketable Securities and Investment Other Securities (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | In Active Markets for Significant Other Significant Identical Assets Observable Unobservable and Liabilities Inputs Inputs (Level 1) (Level 2) (Level 3) Total Investment other securities $ - $ - $ 1,000,000 $ 1,000,000 Balance at September 30, 2021 33,351 - 1,000,000 1,033,351 Change in value of equities (33,351 ) - - (33,351 ) Additional Investment - - - - Balance at December 31, 2021 $ - $ - $ 1,000,000 $ 1,000,000 Change in value of equities - - - - Additional Investment - - - Balance at March 31, 2022 $ - $ - $ 1,000,000 $ 1,000,000 Change in value of equities - - - - Additional Investment - - 1,400,000 1,400,000 Balance at June 30, 2022 $ - $ - $ 2,400,000 $ 2,400,000 |
Note 3 - Inventory (Tables)
Note 3 - Inventory (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | June 30, September 30, 2022 2021 Finished Goods $ 3,083,043 $ 3,362,897 Inventory Components 1,314,646 1,729,176 Inventory Reserve (79,485 ) (70,206 ) Inventory prepaid 548,580 551,519 Total Inventory $ 4,866,783 $ 5,573,386 |
Note 4 - Property and Equipme_2
Note 4 - Property and Equipment (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | June 30, September 30, 2022 2021 Computers, furniture and equipment $ 861,731 $ 549,910 Manufacturing equipment 284,275 2,968,838 Leasehold improvements 487,081 870,621 Automobiles 35,979 35,979 1,669,066 4,425,348 Less accumulated depreciation (893,589 ) (1,863,774 ) Property and equipment, net $ 775,477 $ 2,561,574 |
Note 5 - Goodwill and Intangi_2
Note 5 - Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | June 30, September 30, 2022 2021 Trademark related to cbdMD $ 17,300,000 $ 21,585,000 Trademark for HempMD 50,000 50,000 Technology Relief from Royalty related to DirectCBDOnline.com 667,844 667,844 Tradename related to DirectCBDOnline.com 749,567 749,567 Amortization of definite lived intangible assets: (655,508 ) (48,482 ) Total $ 18,111,903 $ 23,003,929 |
Note 6 - Contingent Considera_2
Note 6 - Contingent Consideration (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | 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 |
Note 8 - Shareholders' Equity (
Note 8 - Shareholders' Equity (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | June 30, June 30, 2022 2021 Weighted average exercise price 0.844 -1.0000 $ 3.91 Risk free interest rate 2.56% - 2.83% 0.16% - 0.85% Volatility 101.23 % - 102.00 100.72% - 105.43% Expected term (in years) 2.5 - 4 2.5 - 6.2 Dividend yield None None |
Fair Value Assumption of Warrants [Member] | |
Notes Tables | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | June 30, 2021 Weighted average exercise price $ 3.74 Risk free interest rate 0.39 % Volatility 103.42 % Expected term (in years) 2.8 Dividend yield None |
Note 9 - Stock Based Compensa_2
Note 9 - Stock Based Compensation (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Weighted-average remaining Aggregate Weighted-average contractual term intrinsic value Number of shares exercise price (in years) (in thousands) Outstanding at September 30, 2021 2,702,500 $ 4.42 5.13 $ - Granted 1,030,000 0.99 - Exercised - - Forfeited (930,000 ) 3.59 Outstanding at June 30, 2022 2,802,500 3.43 3.39 - Exercisable at June 30, 2022 1,822,500 $ 4.19 4.63 $ - |
Note 10 - Warrants (Tables)
Note 10 - Warrants (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Common Stock Purchase Warrants [Member] | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | 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 |
Equity Classified Warrants [Member] | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | 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 $ - Granted - - - Exercised - - Forfeited - - Outstanding at June 30, 2022 660,417 4.60 2.79 - Exercisable at June 30, 2022 660,417 $ 4.60 - $ - |
Note 14 - Leases (Tables)
Note 14 - Leases (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Three Months Nine Months Ended Ended June 30, June 30, 2022 2022 Total Operating Lease Costs $ 336,474 $ 1,059,732 Three Months Nine Months Ended Ended June 30, June 30, 2022 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 339,194 $ 1,068,620 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | For the year ended September 30, 2022 $ 337,267 2023 1,380,204 2024 1,421,610 2025 1,159,949 Thereafter 1,372,862 Total future lease payments 5,671,892 Less interest (534,340 ) Total lease liabilities $ 5,137,552 |
Note 15 - Earnings Per Share (T
Note 15 - Earnings Per Share (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Nine Months Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Basic: Net loss continuing operations $ (31,634,143 ) $ 1,537,288 $ (55,453,289 ) $ (20,368,808 ) Preferred dividends paid 1,000,501 560,281 3,001,503 1,220,610 Net (loss) income continuing operations adjusted for preferred dividend (32,634,644 ) 977,007 (58,454,792 ) (21,589,418 ) Net (loss) income attributable to cbdMD Inc. common shareholders (32,634,644 ) 977,007 (58,454,792 ) (21,589,418 ) Diluted: Net (loss) income continuing operations (32,634,644 ) 977,007 (58,454,792 ) (21,589,418 ) Net (loss) income continuing operations (32,634,644 ) 977,007 (58,454,792 ) (21,589,418 ) Shares used in computing basic earnings per share 59,316,762 56,676,326 59,229,208 54,089,263 Effect of dilutive securities: Options - 64,833 - - Warrants - 22,884 - - Convertible preferred shares - 4,667,600 - - Shares used in computing diluted earnings per share 59,316,762 61,431,643 59,229,208 54,089,263 Earnings per share Basic: Continued operations (0.55 ) 0.02 (0.99 ) (0.40 ) Basic earnings per share (0.55 ) 0.02 (0.99 ) (0.40 ) Earnings per share Diluted: - - Continued operations (0.55 ) 0.02 (0.99 ) (0.40 ) Diluted earnings per share (0.55 ) 0.02 (0.99 ) (0.40 ) |
Note 1 - Organization and Sum_3
Note 1 - Organization and Summary of Significant Accounting Policies (Details Textual) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Jun. 30, 2022 USD ($) shares | May 21, 2021 USD ($) | Apr. 27, 2020 USD ($) | May 31, 2022 shares | Mar. 31, 2022 shares | Dec. 31, 2021 shares | Apr. 30, 2019 shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | |
Accounts Receivable, Allowance for Credit Loss, Ending Balance | $ 18,156 | $ 18,156 | $ 18,156 | $ 3,633 | ||||||||
Gain (Loss) on Extinguishment of Debt, Total | 0 | $ 1,466,113 | $ 1,466,113 | |||||||||
Revenue, Remaining Performance Obligation, Amount | 0 | 0 | 0 | |||||||||
Contract Assets | 0 | 0 | 0 | |||||||||
Contract Liabilities | 0 | 0 | 0 | |||||||||
Federal Deposit Insurance Corporation Premium Expense | 250,000 | |||||||||||
Cash, Uninsured Amount | 8,644,186 | 8,644,186 | 8,644,186 | $ 23,508,953 | ||||||||
Net Income (Loss) Including Impairment | (59,939,934) | |||||||||||
Goodwill and Intangible Asset Impairment, Total | 30,776,436 | $ 0 | 48,959,721 | $ 0 | ||||||||
Net Income (Loss), Excluding Impairment | (10,980,213) | |||||||||||
Working Capital | 14,133,054 | $ 14,133,054 | $ 14,133,054 | |||||||||
Customer Concentration Risk [Member] | Revenue, Segment Benchmark [Member] | ||||||||||||
Number of Major Customers | 0 | 0 | ||||||||||
PaycheckProtectionProgramCARESActMember | ||||||||||||
Proceeds from Issuance of Debt | $ 1,456,100 | |||||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ 1,466,113 | |||||||||||
Third Party Payment Processors [Member] | ||||||||||||
Accounts Receivable, after Allowance for Credit Loss, Current, Total | $ 298,659 | $ 298,659 | $ 298,659 | |||||||||
Manufacturing Equipment [Member] | ||||||||||||
Property, Plant and Equipment, Useful Life (Year) | 5 years | |||||||||||
Automobiles [Member] | ||||||||||||
Property, Plant and Equipment, Useful Life (Year) | 5 years | |||||||||||
Software [Member] | ||||||||||||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |||||||||||
Computer Equipment [Member] | ||||||||||||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |||||||||||
Furniture and Fixtures [Member] | ||||||||||||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |||||||||||
Equipment [Member] | ||||||||||||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |||||||||||
Minimum [Member] | ||||||||||||
MerchantProcessingFee | 2.60% | 2.60% | 2.60% | |||||||||
Maximum [Member] | ||||||||||||
MerchantProcessingFee | 5% | 5% | 5% | |||||||||
Cure Based Development, Llc [Member] | Common Stock [Member] | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 15,250,000 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Vesting Period (Year) | 5 years | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Additional Earnout Shares (in shares) | shares | 458,877 | 444,243 | 466,713 | 15,250,000 | ||||||||
Cure Based Development, Llc [Member] | Unregistered Common Stock [Member] | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 4,338,302 | 8,750,000 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Vesting Period (Year) | 5 years |
Note 1 - Organization and Sum_4
Note 1 - Organization and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues, Total | $ 8,592,893 | $ 10,560,523 | $ 27,543,601 | $ 34,687,436 |
Sales Channel [Member] | Revenue Benchmark [Member] | ||||
Concentration Risk, Percentage | 100% | 100% | 100% | 100% |
Sales Channel, Through Intermediary [Member] | ||||
Revenues, Total | $ 2,079,592 | $ 2,740,523 | $ 7,382,880 | $ 9,049,068 |
Sales Channel, Through Intermediary [Member] | Sales Channel [Member] | Revenue Benchmark [Member] | ||||
Concentration Risk, Percentage | 24.20% | 26% | 26.80% | 26.10% |
Sales Channel, Directly to Consumer [Member] | ||||
Revenues, Total | $ 6,513,301 | $ 7,820,000 | $ 20,160,721 | $ 25,638,368 |
Sales Channel, Directly to Consumer [Member] | Sales Channel [Member] | Revenue Benchmark [Member] | ||||
Concentration Risk, Percentage | 75.80% | 74% | 73.20% | 73.90% |
Note 2 - Marketable Securitie_3
Note 2 - Marketable Securities and Investment Other Securities (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Apr. 07, 2022 | Mar. 24, 2021 | Sep. 30, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 13, 2021 | |
Realized and Unrealized Gain (Loss) on Marketable and Other Securities, Including Impairments | $ 0 | $ 2,852 | $ (33,350) | $ 545,562 | |||||
Total Acquisition Shares (in shares) | 1,042,193 | ||||||||
Steady State, LLC [Member] | |||||||||
Equipment Sold Value | $ 1,800,000 | ||||||||
Investments, Total | $ 1,400,000 | ||||||||
Adara Sponser L L C Member | |||||||||
Payments to Acquire Additional Interest in Subsidiaries | $ 250,000 | ||||||||
Common Stock, Value, Subscriptions | $ 750,000 | ||||||||
Initial Public Offering Shares (in shares) | 11,500,000 | ||||||||
Adara Sponser L L C Member | Common Stock [Member] | |||||||||
Equity Method Investment, Ownership Percentage | 4.40% | 4.40% | |||||||
Equity Method Investments | $ 633,988 | $ 633,988 | |||||||
Share Price (in dollars per share) | $ 9.89 | $ 9.89 | |||||||
Adara Sponser L L C Member | Warrant [Member] | |||||||||
Equity Method Investment, Ownership Percentage | 10.10% | 10.10% | |||||||
Equity Method Investments | $ 1,000,000 | $ 1,000,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.18 | $ 0.18 |
Note 2 - Marketable Securitie_4
Note 2 - Marketable Securities and Investment Other Securities - Assets Valued at Fair Value (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Investment other securities | $ 1,000,000 | |||
Change in value of equities | 2,400,000 | $ 1,000,000 | $ 1,000,000 | $ 1,033,351 |
Additional Investment | 1,400,000 | |||
Changes Measurement [Member] | ||||
Change in value of equities | (33,351) | |||
Fair Value, Inputs, Level 3 [Member] | ||||
Investment other securities | 1,000,000 | |||
Change in value of equities | 2,400,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Additional Investment | 1,400,000 | |||
Fair Value, Inputs, Level 3 [Member] | Changes Measurement [Member] | ||||
Change in value of equities | 0 | |||
Fair Value, Inputs, Level 1 [Member] | ||||
Change in value of equities | 0 | 0 | 0 | 33,351 |
Additional Investment | 0 | |||
Fair Value, Inputs, Level 1 [Member] | Changes Measurement [Member] | ||||
Change in value of equities | (33,351) | |||
Fair Value, Inputs, Level 2 [Member] | ||||
Change in value of equities | 0 | $ 0 | 0 | $ 0 |
Additional Investment | $ 0 | |||
Fair Value, Inputs, Level 2 [Member] | Changes Measurement [Member] | ||||
Change in value of equities | $ 0 |
Note 3 - Inventory - Schedule o
Note 3 - Inventory - Schedule of Inventory (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Finished Goods | $ 3,083,043 | $ 3,362,897 |
Inventory Components | 1,314,646 | 1,729,176 |
Inventory Reserve | (79,485) | (70,206) |
Inventory prepaid | 548,580 | 551,519 |
Total Inventory | $ 4,866,783 | $ 5,573,386 |
Note 4 - Property and Equipme_3
Note 4 - Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Depreciation, Total | $ 158,555 | $ 246,532 | $ 770,335 | $ 719,856 |
Note 4 - Property and Equipme_4
Note 4 - Property and Equipment - Major Classes of Property and Equipment (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Computers, furniture and equipment | $ 1,669,066 | $ 4,425,348 |
Less accumulated depreciation | (893,589) | (1,863,774) |
Property and equipment, net | 775,477 | 2,561,574 |
Computers, Furniture, and Equipment [Member] | ||
Computers, furniture and equipment | 861,731 | 549,910 |
Manufacturing Equipment [Member] | ||
Computers, furniture and equipment | 284,275 | 2,968,838 |
Leasehold Improvements [Member] | ||
Computers, furniture and equipment | 487,081 | 870,621 |
Automobiles [Member] | ||
Computers, furniture and equipment | $ 35,979 | $ 35,979 |
Note 5 - Goodwill and Intangi_3
Note 5 - Goodwill and Intangible Assets (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||
Dec. 31, 2021 | Jan. 31, 2022 | Jul. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2019 | |
Goodwill, Ending Balance | $ 56,670,970 | $ 11,996,249 | $ 56,670,970 | $ 11,996,249 | $ 11,996,249 | $ 56,670,970 | |||||
Goodwill, Impairment Loss | $ 13,898,285 | 30,776,436 | |||||||||
Intangible Assets, Net (Excluding Goodwill), Total | 18,111,903 | 18,111,903 | 18,111,903 | 23,003,929 | |||||||
Amortization of Intangible Assets | 277,354 | $ 0 | 607,025 | $ 0 | |||||||
Trademark Related to Hemp MD [Member] | |||||||||||
Intangible Assets, Net (Excluding Goodwill), Total | 50,000 | 50,000 | 50,000 | 50,000 | $ 50,000 | ||||||
Trademarks [Member] | |||||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 20 years | 20 years | 10 years | ||||||||
Developed Technology Rights [Member] | |||||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 4 years | ||||||||||
Trademark Related to cbdMD [Member] | |||||||||||
Intangible Assets, Net (Excluding Goodwill), Total | $ 17,300,000 | $ 17,300,000 | $ 17,300,000 | $ 21,585,000 | |||||||
Impairment of Intangible Assets, Finite-Lived | $ 4,285,000 |
Note 5 - Goodwill and Intangi_4
Note 5 - Goodwill and Intangible Assets - Schedule of Intangible Assets and Goodwill (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2019 |
Intangible Assets, Net (Excluding Goodwill), Total | $ 18,111,903 | $ 23,003,929 | |
Amortization of definite lived intangible assets: | (655,508) | (48,482) | |
Trademark Related to cbdMD [Member] | |||
Intangible Assets, Net (Excluding Goodwill), Total | 17,300,000 | 21,585,000 | |
Trademark Related to Hemp MD [Member] | |||
Intangible Assets, Net (Excluding Goodwill), Total | 50,000 | 50,000 | $ 50,000 |
Technology Relief From Royalty Related To Direct C B D Online Com Member | |||
Intangible Assets, Net (Excluding Goodwill), Total | 667,844 | 667,844 | |
Tradename Related To Direct C B D Online Com Member | |||
Intangible Assets, Net (Excluding Goodwill), Total | $ 749,567 | $ 749,567 |
Note 6 - Contingent Considera_3
Note 6 - Contingent Consideration (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Apr. 19, 2019 | Dec. 20, 2018 | May 31, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | Apr. 30, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2022 | Nov. 30, 2021 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (1,943,000) | $ (6,871,000) | $ (8,246,000) | $ 10,500,000 | ||||||||||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 702,000 | $ 9,856,000 | 702,000 | $ 702,000 | 702,000 | |||||||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 120,000 | |||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member] | Minimum [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms, Generated Net Sales, Amount | $ 3,000,000 | |||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member] | Maximum [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms, Generated Net Sales, Amount | $ 8,000,000 | |||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Maximum Number of Shares Per Employee (in shares) | 100,000 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Minimum Consumer Revenue Required | $ 12,000,000 | |||||||||||||||||
Employee-related Liabilities, Total | 0 | 0 | 0 | 0 | ||||||||||||||
Cure Based Development, Llc [Member] | Common Stock [Member] | ||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 15,250,000 | |||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Vesting Period (Year) | 5 years | |||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Additional Earnout Shares (in shares) | 458,877 | 444,243 | 466,713 | 15,250,000 | ||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Additional Earnout Shares, Expiration (Month) | 60 months | |||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 53,215,163 | |||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 90,792 | $ 41,914 | $ (366,841) | |||||||||||||||
Business Combination, Contingent Consideration, Liability, Current | $ 405,000 | $ 178,000 | 325,000 | 405,000 | ||||||||||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 702,000 | 9,440,000 | $ 702,000 | $ 702,000 | $ 702,000 | |||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Remaining Earnout Shares Subject to Issuance (in shares) | 4,338,302 | 4,338,302 | 4,338,302 | 4,338,302 | ||||||||||||||
Cure Based Development, Llc [Member] | Registered Common Stock [Member] | ||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 6,500,000 | |||||||||||||||||
Cure Based Development, Llc [Member] | Unregistered Common Stock [Member] | ||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 4,338,302 | 8,750,000 | ||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Vesting Period (Year) | 5 years | |||||||||||||||||
Twenty Two Acquisition [Member] | Common Stock [Member] | ||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Additional Earnout Shares (in shares) | 200,000 | |||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (255,000) | (73,561) | 148,000 | $ 13,000 | ||||||||||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 0 | $ 161,000 | $ 416,000 | $ 13,000 | $ 161,000 | $ 488,561 | $ 0 | $ 0 | $ 0 |
Note 6 - Contingent Considera_4
Note 6 - Contingent Consideration - Contingent Liability (Details) | 9 Months Ended |
Jun. 30, 2022 | |
Earnout Shares for Revenue Between $1 and $20,000,000 [Member] | |
Business Acquisition, Contingent Consideration, Shares Issued Per Aggregate Net Revenue Ratio | 190,625 |
Earnout Shares for Revenue Between $20,000,001 and $60,000,000 [Member] | |
Business Acquisition, Contingent Consideration, Shares Issued Per Aggregate Net Revenue Ratio | 953,125 |
Earnout Shares for Revenue Between $60,000,001 and $140,000,000 [Member] | |
Business Acquisition, Contingent Consideration, Shares Issued Per Aggregate Net Revenue Ratio | 4,765,625 |
Earnout Shares for Revenue Between $140,000,001 and $300,000,000 [Member] | |
Business Acquisition, Contingent Consideration, Shares Issued Per Aggregate Net Revenue Ratio | 23,828,125 |
Note 8 - Shareholders' Equity_2
Note 8 - Shareholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2022 | Dec. 28, 2021 | Oct. 16, 2019 | May 31, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Oct. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Oct. 31, 2019 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 08, 2020 | |
Preferred Stock, Shares Authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Preferred Stock, Shares Issued (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||
Dividends, Preferred Stock, Cash | $ 1,000,501 | $ 1,000,500 | $ 1,000,502 | $ 560,281 | $ 560,279 | $ 100,050 | $ 3,001,503 | $ 1,220,610 | ||||||||||||||||||||
Common Stock, Shares Authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Common Stock, Shares, Issued (in shares) | 59,946,090 | 59,946,090 | 57,783,340 | 59,946,090 | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 178,000 | $ 661,000 | 405,000 | 1,472,600 | 15,795,815 | $ 15,795,815 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 25,000 | 40,000 | 40,000 | |||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 1,030,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.99 | |||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 59,946,090 | 59,946,090 | 57,783,340 | 59,946,090 | ||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |||||||||||||||||||||||||||
Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||
Prepaid Expense | $ 80,500 | $ 143,600 | $ 155,200 | 80,500 | 80,500 | |||||||||||||||||||||||
Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 100,000 | |||||||||||||||||||||||||||
Option Indexed to Issuer's Equity, Strike Price (in dollars per share) | $ 1 | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 0 | |||||||||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 466,713 | 458,887 | 444,243 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 25,000 | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 593,617 | 641,267 | $ 242,382 | 1,218,110 | ||||||||||||||||||||||||
Restricted Stock [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||
Prepaid Expense | $ 80,500 | 80,500 | 80,500 | |||||||||||||||||||||||||
Restricted Stock [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 30,000 | 5,000 | 167,500 | |||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 29,250 | $ 494,125 | ||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 50,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 12 months | 2 years 9 months 18 days | ||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||
Prepaid Expense | $ 125,250 | 125,250 | $ 125,250 | |||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 130,000 | 80,000 | ||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | 79,500 | 66,967 | ||||||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 3.10 | |||||||||||||||||||||||||||
Representative of the Underwriters [Member] | Warrants to Purchase Common Stock [Member] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 150,502 | 150,502 | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3.74 | $ 3.74 | ||||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 254,950 | |||||||||||||||||||||||||||
Professional Athlete [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 320,000 | 180,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 336,000 | $ 800,000 | $ 1,400,000 | $ 800,000 | ||||||||||||||||||||||||
Professional Athlete [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 40,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 180,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 800,000 | |||||||||||||||||||||||||||
Professional Athlete [Member] | Restricted Stock [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||
Prepaid Expense | $ 143,600 | $ 649,800 | 649,800 | |||||||||||||||||||||||||
Executive Officer [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 125,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 750,000 | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 195,346 | |||||||||||||||||||||||||||
Executive Officer [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 25,000 | 750,000 | 50,000 | |||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 100,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 4 months | |||||||||||||||||||||||||||
Executive Officer [Member] | Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||||||||||||||||||||
Executive Officer [Member] | Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche One [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||||||||||||||||||||
Executive Officer [Member] | Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 2 years | |||||||||||||||||||||||||||
Executive Officer [Member] | Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||||||||||||||||||||
Executive Officer [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 75,000 | 350,000 | ||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 23,025 | $ 31,054 | $ 46,050 | |||||||||||||||||||||||||
Executive Officer [Member] | Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 3.50 | |||||||||||||||||||||||||||
Executive Officer [Member] | Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 2 years | |||||||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 5 | |||||||||||||||||||||||||||
Executive Officer [Member] | Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 6.50 | |||||||||||||||||||||||||||
Board of Directors [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 20,000 | 27,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 16,360 | $ 118,800 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 118,800 | |||||||||||||||||||||||||||
Board of Directors [Member] | Restricted Stock [Member] | Vesting June, 30, 2021 [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | 25% | ||||||||||||||||||||||||||
Board of Directors [Member] | Restricted Stock [Member] | Vesting September, 30, 2021 [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | 25% | ||||||||||||||||||||||||||
Board of Directors [Member] | Restricted Stock [Member] | Vesting on December 31, 2021 [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | 25% | ||||||||||||||||||||||||||
Board of Directors [Member] | Restricted Stock [Member] | Vesting on March 31, 2022 [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | 25% | ||||||||||||||||||||||||||
Board of Directors [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 120,000 | 150,000 | ||||||||||||||||||||||||||
Option Indexed to Issuer's Equity, Strike Price (in dollars per share) | $ 0.818 | $ 4.40 | ||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | 5 years | ||||||||||||||||||||||||||
Board of Directors [Member] | Share-Based Payment Arrangement, Option [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||
Prepaid Expense | $ 57,000 | $ 395,850 | $ 57,000 | $ 395,850 | ||||||||||||||||||||||||
A New Executive [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 405,000 | |||||||||||||||||||||||||||
Option Indexed to Issuer's Equity, Strike Price (in dollars per share) | $ 0.84 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 200,000 | |||||||||||||||||||||||||||
Option Indexed to Issuer's Equity, Strike Price (in dollars per share) | $ 1 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 131,300 | |||||||||||||||||||||||||||
Consultant [Member] | Vesting 6 Months From Effective Date [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares) | 50,000 | |||||||||||||||||||||||||||
Consultant [Member] | Vesting Upon Renewal of Consulting Agreement [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares) | 100,000 | |||||||||||||||||||||||||||
Consultant [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 176,985 | |||||||||||||||||||||||||||
Series A Cumulative Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized (in shares) | 5,000,000 | |||||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 8% | 8% | 8% | 8% | ||||||||||||||||||||||||
Preferred Stock, Shares Issued (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 2,300,000 | |||||||||||||||||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 17,250,000 | |||||||||||||||||||||||||||
Proceeds From Issuance of Convertible Preferred Stock, Net of Underwriting Discounts and Commissions | $ 15,800,000 | |||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||
Common Stock Earnout Shares [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 562,278 | 3,348,520 |
Note 8 - Shareholders' Equity -
Note 8 - Shareholders' Equity - Fair Value Assumptions of Stock Options (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Weighted average exercise price (in dollars per share) | $ 3.91 | |
Minimum [Member] | ||
Weighted average exercise price (in dollars per share) | $ 0.84 | |
Risk free interest rate | 2.56% | 0.16% |
Volatility | 101.23% | 100.72% |
Expected term (in years) (Year) | 2 years 6 months | 2 years 6 months |
Maximum [Member] | ||
Weighted average exercise price (in dollars per share) | $ 1 | |
Risk free interest rate | 2.83% | 0.85% |
Volatility | 102% | 105.43% |
Expected term (in years) (Year) | 4 years | 6 years 2 months 12 days |
Note 8 - Shareholders' Equity_3
Note 8 - Shareholders' Equity - Fair Value Assumptions of Warrants (Details) - Minimum [Member] | Jun. 30, 2021 |
Measurement Input, Weighted Average Exercise Price [Member] | |
Warrants and Rights Outstanding, Measurement Input | 3.74 |
Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.39 |
Measurement Input, Price Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 103.42 |
Measurement Input, Expected Term [Member] | |
Warrants and Rights Outstanding, Measurement Input | 2.8 |
Note 9 - Stock Based Compensa_3
Note 9 - Stock Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||||||||||||||||||
Dec. 28, 2021 | Apr. 19, 2019 | Jun. 30, 2022 | May 31, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Nov. 30, 2021 | Oct. 31, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 08, 2021 | Jun. 02, 2015 | |
Stock Issued During Period, Value, New Issues | $ 178,000 | $ 661,000 | $ 405,000 | $ 1,472,600 | $ 15,795,815 | $ 15,795,815 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 25,000 | 40,000 | 40,000 | |||||||||||||||||||||||||
Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||
Prepaid Expense | $ 80,500 | $ 143,600 | $ 155,200 | 80,500 | $ 80,500 | |||||||||||||||||||||||
Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 0 | |||||||||||||||||||||||||||
Executive Officer [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 125,000 | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | 195,346 | |||||||||||||||||||||||||||
Employee [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 5,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 3,350 | |||||||||||||||||||||||||||
Professional Athlete [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 320,000 | 180,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 336,000 | $ 800,000 | $ 1,400,000 | $ 800,000 | ||||||||||||||||||||||||
Former Executive Officer [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 400,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Number of Shares (in shares) | 500,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 172,000 | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 12 months | 2 years 9 months 18 days | ||||||||||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | 419,241 | 419,241 | $ 419,241 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 50,000 | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||
Prepaid Expense | $ 125,250 | 125,250 | 125,250 | |||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | 79,500 | 66,967 | ||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Executive Officer [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | 23,025 | $ 31,054 | 46,050 | |||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 2 years | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | 5 years | ||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Board of Directors [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||
Prepaid Expense | $ 57,000 | $ 395,850 | $ 57,000 | 395,850 | ||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Former Executive Officer [Member] | ||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 555,286 | 555,286 | 555,286 | |||||||||||||||||||||||||
Contra Expense From Forfeited Share-based Arrangement | $ 604,714 | |||||||||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 466,713 | 458,887 | 444,243 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 25,000 | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | 593,617 | 641,267 | 242,382 | 1,218,110 | ||||||||||||||||||||||||
Restricted Stock [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||
Prepaid Expense | $ 80,500 | $ 80,500 | $ 80,500 | |||||||||||||||||||||||||
Restricted Stock [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 30,000 | 5,000 | 167,500 | |||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 29,250 | $ 494,125 | ||||||||||||||||||||||||||
Restricted Stock [Member] | Executive Officer [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 4 months | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 25,000 | 750,000 | 50,000 | |||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 100,000 | |||||||||||||||||||||||||||
Restricted Stock [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||||||||||||||||||||
Restricted Stock [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 2 years | |||||||||||||||||||||||||||
Restricted Stock [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 20,000 | 27,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 16,360 | $ 118,800 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 118,800 | |||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | Vesting June 30, 2022 [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | Vesting September 30, 2022 [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | Vesting December 31, 2022 [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | Vesting March 31, 2023 [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | Vesting June, 30, 2021 [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | 25% | ||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | Vesting September, 30, 2021 [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | 25% | ||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | Vesting on December 31, 2021 [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | 25% | ||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | Vesting on March 31, 2022 [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | 25% | ||||||||||||||||||||||||||
Restricted Stock [Member] | Professional Athlete [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 40,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 180,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 800,000 | |||||||||||||||||||||||||||
Restricted Stock [Member] | Professional Athlete [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||
Prepaid Expense | $ 143,600 | $ 649,800 | $ 649,800 | |||||||||||||||||||||||||
Restricted Stock [Member] | Former Executive Officer [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period (in shares) | 500,000 | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 799,572 | $ 799,572 | $ 799,572 | |||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 120,000 | |||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Former Executive Officer [Member] | ||||||||||||||||||||||||||||
Contra Expense From Forfeited Share-based Arrangement | $ 880,428 | |||||||||||||||||||||||||||
Performance Shares [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 120,000 | |||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||||||||||||||||||||
Minimum [Member] | Restricted Stock [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||||||||||||||||||||
The 2015 Plan [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 1,175,000 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Annual Increase of Shares Authorized, Percentage | 1% | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized (in shares) | 2,000,000 | |||||||||||||||||||||||||||
The 2015 Plan [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Annual Increase of Shares Authorized, Shares (in shares) | 100,000 | |||||||||||||||||||||||||||
The 2021 Plan [Member] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 5,000,000 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Annual Increase of Shares Authorized, Percentage | 1% | |||||||||||||||||||||||||||
The 2021 Plan [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Annual Increase of Shares Authorized, Shares (in shares) | 250,000 |
Note 9 - Stock Based Compensa_4
Note 9 - Stock Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | |
Outstanding (in shares) | 2,702,500 | ||
Outstanding, weighted average exercise price (in dollars per share) | $ 4.42 | ||
Outstanding, weighted average remaining contractual term (Year) | 3 years 4 months 20 days | 5 years 1 month 17 days | |
Granted (in shares) | 1,030,000 | ||
Granted, weighted average exercise price (in dollars per share) | $ 0.99 | ||
Forfeited (in shares) | (930,000) | ||
Forfeited, weighted average exercise price (in dollars per share) | $ 3.59 | ||
Outstanding (in shares) | 2,802,500 | 2,702,500 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 3.43 | $ 4.42 | |
Exercisable (in shares) | 1,822,500 | ||
Exercisable, weighted average exercise price (in dollars per share) | $ 4.19 | ||
Exercisable at June 30, 2022 (Year) | 4 years 7 months 17 days |
Note 10 - Warrants - Schedule o
Note 10 - Warrants - Schedule of Equity-Classified Warrants (Details) - $ / shares | Jun. 30, 2022 | Sep. 30, 2021 |
Class of Warrant or Right, Exercisable | 660,417 | |
Class of Warrant or Right, Exercisable, Weighted Average Exercise Price | $ 4.60 | |
Warrants to Purchase Common Stock [Member] | ||
Outstanding at September 30, 2021 (in shares) | 660,417 | 660,417 |
Outstanding at September 30, 2021 (in dollars per share) | $ 4.60 | $ 4.60 |
Outstanding at September 30, 2021 (Year) | 2 years 9 months 14 days | 3 years 18 days |
Class of Warrant or Right, Exercisable | 660,417 | |
Class of Warrant or Right, Exercisable, Weighted Average Exercise Price | $ 4.60 |
Note 10 - Warrants - Summary of
Note 10 - Warrants - Summary of Outstanding Common Stock Purchase Warrants (Details) | Jun. 30, 2022 $ / shares shares |
Exercisable at $4.00 per share (in shares) | shares | 70,500 |
Exercisable at $4.00 per share (in dollars per share) | $ / shares | $ 4 |
Exercisable at $4.375 per share (in shares) | shares | 51,429 |
Exercisable at $4.375 per share (in dollars per share) | $ / shares | $ 4.375 |
Exercisable at $3.9125 per share (in shares) | shares | 47,822 |
Exercisable at $3.9125 per share (in dollars per share) | $ / shares | $ 3.9125 |
Exercisable at $1.25 per share (in shares) | shares | 36,682 |
Exercisable at $1.25 per share (in dollars per share) | $ / shares | $ 1.25 |
Exercisable at $3.74 per share (in shares) | shares | 150,502 |
Exercisable at $3.74 per share (in dollars per share) | $ / shares | $ 3.74 |
Exercisable at $3.75 per share (in shares) | shares | 143,482 |
Exercisable at $3.75 per share (in dollars per share) | $ / shares | $ 3.75 |
Class of Warrant or Right, Exercisable | shares | 660,417 |
Class of Warrant or Right, Exercisable, Weighted Average Exercise Price | $ / shares | $ 4.60 |
Warrants Expiring October 2022 [Member] | |
Exercisable at $7.50 per share (in shares) | shares | 100,000 |
Exercisable at $7.50 per share (in dollars per share) | $ / shares | $ 7.50 |
Warrants Expiring May 2024 [Member] | |
Exercisable at $7.50 per share (in shares) | shares | 60,000 |
Exercisable at $7.50 per share (in dollars per share) | $ / shares | $ 7.50 |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 30 Months Ended | ||||||||||||
Jan. 31, 2022 | Jun. 30, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Apr. 30, 2022 | May 31, 2019 | |
Stock Issued During Period, Shares, Issued for Services (in shares) | 25,000 | 40,000 | 40,000 | |||||||||||||
Professional Athlete [Member] | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 336,000 | $ 800,000 | $ 1,400,000 | $ 800,000 | ||||||||||||
Payments for Endorsements | $ 85,000 | $ 75,000 | $ 50,000 | $ 40,000 | ||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 320,000 | 180,000 | ||||||||||||||
Other Expenses | $ 422,309 | $ 253,700 | ||||||||||||||
Professional Athlete [Member] | Forecast [Member] | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 667,000 | $ 2,867,000 | ||||||||||||||
Payments for Endorsements | $ 100,000 | |||||||||||||||
Professional Athlete Endorsement Agreement [Member] | ||||||||||||||||
Other Commitment, Total | $ 1,500,000 | $ 4,900,000 | ||||||||||||||
Other Commitment, to be Paid, Remainder of Fiscal Year | 400,000 | |||||||||||||||
Other Commitment, to be Paid, Year One | 800,000 | |||||||||||||||
Other Commitment, to be Paid, Year Two | 1,800,000 | |||||||||||||||
Other Commitment, to be Paid, Year Three | $ 1,900,000 |
Note 12 - Note Payable (Details
Note 12 - Note Payable (Details Textual) - USD ($) | 1 Months Ended | ||
Jan. 31, 2020 | Jun. 30, 2022 | Jul. 31, 2019 | |
Loan Arrangement for Line of Equipment, One [Member] | |||
Debt Instrument, Face Amount | $ 249,100 | ||
Long-Term Debt, Total | $ 0 | ||
Loan Arrangement for Line of Equipment, Two [Member] | |||
Debt Instrument, Face Amount | $ 35,660 | ||
Long-Term Debt, Total | $ 5,051 | ||
Loan Arrangement for Line of Equipment, Two [Member] | Notes Payable [Member] | |||
Debt Instrument, Term (Month) | 48 months | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.20% | ||
Debt Instrument, Periodic Payment, Total | $ 841 |
Note 13 - Paycheck Protection_2
Note 13 - Paycheck Protection Program Loan (Details Textual) | Apr. 27, 2020 USD ($) |
Paycheck Protection Program Loan [Member] | |
Proceeds from Short-Term Debt, Total | $ 1,456,100 |
Note 14 - Leases (Details Textu
Note 14 - Leases (Details Textual) | 1 Months Ended |
Jun. 30, 2022 USD ($) | |
Operating Lease, Weighted Average Remaining Lease Term (Year) | 4 years 4 months 17 days |
Operating Lease, Weighted Average Discount Rate, Percent | 4.66% |
Laboratory Facility [Member] | |
Operating Lease, Exit Fee | $ 80,000 |
Note 14 - Leases - Operating Le
Note 14 - Leases - Operating Lease Costs and Supplemental Cash Flow Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Total Operating Lease Costs | $ 336,474 | $ 1,059,732 |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 339,194 | $ 1,068,620 |
Note 14 - Leases - Future Minim
Note 14 - Leases - Future Minimum Aggregate Lease Payments (Details) | Jun. 30, 2022 USD ($) |
2022 | $ 337,267 |
2023 | 1,380,204 |
2024 | 1,421,610 |
2025 | 1,159,949 |
Thereafter | 1,372,862 |
Total future lease payments | 5,671,892 |
Less interest | (534,340) |
Total lease liabilities | $ 5,137,552 |
Note 15 - Earnings Per Share (D
Note 15 - Earnings Per Share (Details Textual) | 9 Months Ended |
Jun. 30, 2022 shares | |
Options, RSUs and Warrants [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 4,888,667 |
Series A Cumulative Convertible Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 8,335,000 |
Note 15 - Earnings Per Share -
Note 15 - Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net loss continuing operations | $ (31,634,143) | $ (4,657,216) | $ (19,160,904) | $ 1,537,288 | $ (12,510,474) | $ (9,395,621) | $ (55,453,289) | $ (20,368,808) |
Preferred dividends paid | 1,000,501 | 560,281 | 3,001,503 | 1,220,610 | ||||
Net (loss) income continuing operations adjusted for preferred dividend | (32,634,644) | 977,007 | (58,454,792) | (21,589,418) | ||||
Net (loss) income attributable to cbdMD Inc. common shareholders | (32,634,644) | 977,007 | (58,454,792) | (21,589,418) | ||||
Net (loss) income continuing operations | $ (32,634,644) | $ 977,007 | $ (58,454,792) | $ (21,589,418) | ||||
Shares used in computing basic earnings per share (in shares) | 59,316,762 | 56,676,326 | 59,229,208 | 54,089,263 | ||||
Options (in shares) | 0 | 64,833 | 0 | 0 | ||||
Warrants (in shares) | 0 | 22,884 | 0 | 0 | ||||
Convertible preferred shares (in shares) | 0 | 4,667,600 | 0 | 0 | ||||
Shares used in computing diluted earnings per share (in shares) | 59,316,762 | 61,431,643 | 59,229,208 | 54,089,263 | ||||
Continued operations (in dollars per share) | $ (0.55) | $ 0.02 | $ (0.99) | $ (0.40) | ||||
Basic earnings per share (in dollars per share) | $ (0.55) | $ 0.02 | $ (0.99) | $ (0.40) |
Note 16 - Income Taxes (Details
Note 16 - Income Taxes (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |||
Jun. 30, 2022 | Oct. 16, 2019 | Oct. 31, 2019 | Jun. 30, 2021 | Dec. 20, 2018 | |
Deferred Tax Assets, Net, Total | $ 4.6 | ||||
Series A Cumulative Convertible Preferred Stock [Member] | |||||
Preferred Stock, Dividend Rate, Percentage | 8% | 8% | 8% | 8% |
Note 17 - Subsequent Events (De
Note 17 - Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Aug. 09, 2022 | May 31, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 1,030,000 | |||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.99 | |||||||||
Revenues, Total | $ 8,592,893 | $ 10,560,523 | $ 27,543,601 | $ 34,687,436 | ||||||
Cure Based Development, Llc [Member] | Common Stock [Member] | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Additional Earnout Shares (in shares) | 458,877 | 444,243 | 466,713 | 15,250,000 | ||||||
Subsequent Event [Member] | Cure Based Development, Llc [Member] | Common Stock [Member] | ||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 409,505 | |||||||||
Share-Based Payment Arrangement, Employee [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 100,000 | |||||||||
Share-Based Payment Arrangement, Employee [Member] | Subsequent Event [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 30,000 | |||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.568 | |||||||||
Share-Based Payment Arrangement, Employee [Member] | Restricted Stock [Member] | Subsequent Event [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 5,000 |