cbdMD Announces Financing of $1,250,000

Charlotte, North Carolina--(Newsfile Corp. - February 2, 2024) - cbdMD, Inc. (NYSE American: YCBD) (NYSE American: YCBD-PA) (the "Company"), a premier provider of high-quality CBD products and functional mushroom supplements under ATRx Labs today announced that it has entered into a securities purchase agreement (the "SPA") with five institutional investors (the "Investors") whereby the Investors advanced the Company an aggregate of $1,250,000 gross proceeds and the Company issued each Investor a Senior Secured Original Issue Discount Convertible Promissory Note (collectively, the "Notes") in the aggregate principal amount of $1,541,666. The Company intends to use the proceeds from the issuance of the Notes for working capital general corporate purposes. The Notes mature 18 months from the date of issuance. The Notes are convertible at the option of each investor into shares of the Company's common stock at an initial conversion price of $0.684 per share, subject to certain adjustments. The Notes are secured by a first priority security interest.

Pursuant to a Registration Rights Agreement, the Company is required to file a registration statement with the SEC covering shares of common stock issuable upon conversion of the Notes.

The Company intends to use the net proceeds from the private placement to help fund working capital, including capital needed for a national rollout of its new ATRx Labs functional mushroom products. ATRx Labs products have been nominated for a combined total of seven nominations at the 2024 WholeFoods Magazine Natural Choice Awards ahead of a launch with a national retailer. In addition, the Company intends to bolster its revenue focused staff and utilize the rest of the proceeds for general working capital and administrative purposes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About cbdMD:
cbdMD, Inc. is one of the leading and most highly trusted and recognized hemp-derived cannabidiol (CBD) brands with a comprehensive line of U.S. produced, THC-free¹ CBD products as well as Full Spectrum and Delta 9 THC products. The cbdMD brand currently includes high-quality, premium CBD products including tinctures, gummies, topicals, capsules, sleep aids and more. The Company's Paw CBD brand includes formulated pet products including tinctures, chews and topicals in varying strengths. cbdMD also operates ATRx Labs, a line of functional mushroom supplements. To learn more about cbdMD and the complete line of products, please visit www.cbdmd.com, follow cbdMD on Instagram and Facebook or visit one of the thousands of retail outlets that carry cbdMD products.

Forward-Looking Statements:
This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements can be identified using words such as ''should,'' ''may,'' ''intends,'' ''anticipates,'' ''believes,'' ''estimates,'' ''projects,'' ''forecasts,'' ''expects,'' ''plans,'' and ''proposes.'' These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict. You are urged to carefully review and consider any cautionary statements, including but not limited to federal and state CBD regulation, and other disclosures, including the statements made under the heading "Risk Factors" in cbdMD, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as amended, as filed with the Securities and Exchange Commission (the "SEC") and our other filings with the SEC. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of cbdMD, Inc. and are difficult to predict. cbdMD, Inc. does not undertake any duty to update any forward-looking statements except as may be required by law. The information which appears on our websites and our social media platforms, including, but not limited to, Instagram and Facebook, is not part of this press release.

¹ THC-free is defined as below the level of detection using validated scientific analytical tools.

Contact Information:
cbdMD, Inc.
Ronan Kennedy, Interim CEO & CFO
+1 (704) 445-3064
IR@cbdmd.com

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