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WQLF SAYS: The CEO- CFO converts preferred shares into common shares in second tranche of acquisitions. WHY? Have Mercy WQLF Ahooooooo
https://www.sec.gov/Archives/edgar/data/1644903/000143774924030227/0001437749-24-030227-index.htm
https://www.cbdmd.com/
Delta 9 THC Drink Mixer
https://www.cbdmd.com/products/delta-9-thc-drink-mixer
Is Delta 9 THC Legal?
Short answer: when it’s derived from hemp in concentrations of less than 0.3% by dry weight, yes!
In 2018 Congress passed the 2018 Farm Bill, which removed hemp as a federally controlled substance. It also says that any hemp and hemp-derived products that contain less than 0.3% THC by dry weight are considered federally legal in the United States. By this definition, all of our Delta 9 THC products are federally compliant under the standards set by the 2018 Farm Bill. Let’s do the math:
One cbdMD Delta 9 THC gummy weighs about 6 grams, or 6000 milligrams.
If we take 0.003 (which is 0.3%) and multiply that by 6000, we are left with 18 milligrams.
That means that according to the Farm Bill, a 6 gram gummy can contain up to 18 mg of hemp-derived Delta 9 THC.
We formulated our Delta 9 gummies with only 10 mg of Delta 9 THC, which means the amount of THC we use in our gummies is well below the legal amount.
But don’t worry, you’ll still feel it working
We test each of our product batches at independent ISO 17025 certified labs (this just means that the lab is accredited for product testing, sampling, and calibration) to ensure quality and consistency. We also provide those test results right on our product pages so you can see what exactly is in each batch yourself.
Some restrictions may apply. Not for sale where hemp extract Delta-9-THC is prohibited by law. Check your local laws before purchase.
What Are the Benefits of Delta 9 THC?
initial and ongoing research suggests that Delta 9 THC can be used to provide support in sleep quality, physical discomfort, balance, and overall mood. While THC has been widely known for its recreational uses, many people rely on it for its wellness benefits.Similarly to CBD, Delta 9 THC interacts with your endocannabinoid system, or ECS. The ECS is known for regulating your body’s natural balance or homeostasis. That is why THC, like CBD, can have an effect on a whole host of things like sleep, mood, and appetite, because those functions all contribute to your body’s natural homeostatic balance.
The entourage effect happens when multiple different kinds of cannabinoids, like CBD and THC, work together within your body. It causes a “heightened effect,” meaning you will feel the benefits more than if you just took THC or CBD alone. The great thing about our Delta 9 THC formula, which we call our “high potency full spectrum formula,” is that it provides you with a full plant profile of cannabinoids and terpenes with up to 10 mg of THC so you get the best of both worlds. The Delta 9 product line is great for those looking for enhanced relaxation, restful sleep, and elevated moods.
https://www.cbdmd.com/collections/delta-9-thc
Flexibility in Preferred Share Dividend Disbursement
“Dividend payment flexibility: Preferred stock dividends are not fixed and can change or be stopped. Companies may suspend or reduce dividend payments if they face financial difficulties or other challenges.
Cumulative vs. non-cumulative: Cumulative preferred shares ensure that accrued dividends are still owed to shareholders even if they are withheld. Non-cumulative preferred shares do not have this guarantee, and unpaid dividends may be lost.
Callability: Preferred shares can be callable, meaning the issuing company can redeem them at a predetermined price. This can lead to changes in dividend payments or even elimination of dividends.
Bankruptcy priority: In the event of bankruptcy, preferred shareholders have priority over common shareholders for receiving payments, but after bondholders.
In summary, preferred shares dividends can:
Be lowered or reduced due to company financial difficulties or other circumstances
Be suspended or eliminated temporarily or permanently
Be accrued and owed to shareholders, even if not immediately paid (cumulative preferred shares)
Be eliminated or reduced if the issuing company exercises its call option
However, preferred shareholders still have priority over common shareholders in bankruptcy proceedings and may receive back payments for withheld dividends if the company’s financial situation improves.“
WQLF SAYS; 8-K filed on August 29, 2024
Why are the 5 Institutional investors
Converting their Promissory notes to common shares. It is now official that ALL FIVE have converted YQU Understand. Also, CBDMD will be a Registered ®️ Trademark. Have Mercy WQLF Ahooooooo
Item 1.01 Entry into a Material Definitive Agreement.
On August 23, 2024 (the “Effective Date”), cbdMD, Inc. (the “Company”) entered into an Amendment (the “Amendment”), to amend (i) its outstanding 8% Senior Secured Original Issue 20% Discount Convertible Promissory Notes with an original issuance date of January 30, 2024 (each a “Note” and collectively, the “Notes”), issued by the Company to five institutional investors (the “Holders”) and (ii) the Security Agreement entered into by and between the Company and the Holders dated January 30, 2024 (the “Security Agreement”).
As previously disclosed, the Company’s wholly owned subsidiary, CBD Industries, LLC (“CBD Industries”), filed a cancellation proceeding before the U.S. Patent and Trademark Office Trademark Trial and Appeal Board (TTAB) against Majik Medicine, LLC (“Majik”), in April 2019 to cancel Majik’s issued supplemental register trademark for “CBD MD” (the “Limited Mark”) on multiple grounds and Majik filed certain counter claims under a matter pending in United States District Court for the Western District of North Carolina (the “Majik Claims”). On the Effective Date the Company and CBD Industries entered into a Settlement, Purchase and Release Agreement with Majik (the “Purchase Agreement”) and acquired the Limited Mark in consideration of the payments described below and the Company and Majik agreed to jointly execute and file a voluntary dismissal with prejudice for the proceedings relating to the Majik Claims. Furthermore, upon execution of the Purchase Agreement each party released the other from all claims relating to the Majik Claims. The Company paid Majik $100,000 on the date of the Purchase Agreement and shall pay Majik $50,000 on each one-year anniversary of the Purchase Agreement for a period of four years (the “Additional Payments”). In the event the Company fails to make an Additional Payment, the Limited Mark shall be reassigned to Majik. The Company also issued Majik 75,000 shares of common stock on the Effective Date (the “Initial Shares”) and will issue Majik 50,000 additional shares of common stock on the one-year anniversary of the Purchase Agreement. In addition, the Company entered into a five-year consulting agreement with Majik. Under the agreement Majik shall provide nonexclusive consulting services to solicit and refer a specific business vertical wholesale customer base of Licensed Practitioners who provide clinical services to individuals and receive a 15% commission on any annual increase of net sales relating to new sales to such Licensed Practitioners. This is a wholesale customer base the Company has been unable to exploit which has positive potential. The Company believes securing the Limited Mark enhances the Company’s overall IP portfolio and removes the procedural impediments at TTAB to facilitate the issuance of additional marks for the Company’s brands and avoids continued costly litigation which would otherwise be required to secure the Limited Mark. Pursuant to the Purchase Agreement, Majik also appointed William Raines III, an independent member of the Company’s board of directors, as the proxy for Majik for the Initial Shares, for twelve months from the Effective Date.
The Amendment (i) amends the Note to include the pledge of the Limited Mark as a Permitted Lien (as defined under the Note) and include the Additional Payments as a Permitted Indebtedness (as defined under the Note); and (ii) amends the Security Agreement to revise the definition of Excluded Assets (as defined under the Security Agreement) to include the Limited Mark until the Company completes the Additional Payments.“
https://www.sec.gov/ix?doc=/Archives/edgar/data/1644903/000143774924027959/ycbd20240823_8k.htm
WQLF SAYS; Is the company going to cut the dividend or eliminate it completely? Have Mercy WQLF Ahooooooo
“If the magnitude of the dividend cut is less than anticipated:
Dividend reductions generally do not come as a surprise, since management may telegraph its intentions to conserve cash well in advance of the actual cut. In some instances, if the magnitude of the dividend cut is less than what investors had been bracing themselves for, the stock may sell off only modestly. It may even rally in certain instances if investors approve of management's decision and view the cash conservation policy favorably.“
https://www.investopedia.com/ask/answers/13/dividend-reduction-signal-to-sell.asp
Do preferred shareholders vote for dividend reductions
“Based on the search results, preferred shareholders typically do not have voting rights, including voting on dividend reductions. Preferred stockholders usually have limited or no say in corporate governance, whereas common stockholders have voting rights.
Key Points:
Preferred stockholders do not have voting rights, including voting on dividend reductions (e.g., Rules and Rights of Common and Preferred Stock: Voting Right, What Is Preferred Stock? - Fidelity, “Preferred Stock vs. Common Stock: What’s the Difference?”, What Are Preference Shares and What Are the Types of Preferred Stock?)
Preferred shareholders have priority over common stockholders when it comes to dividends, but they do not participate in voting decisions (e.g., Preferred Stock Voting Rights)
Cumulative preferred stock may have provisions for missed dividend payments, but this does not involve voting rights (e.g., What Are Preference Shares and What Are the Types of Preferred Stock?)
In Summary: Preferred shareholders do not vote on dividend reductions or any other corporate governance matters. Their primary focus is on receiving priority dividends and having a higher claim on company assets in case of liquidation or bankruptcy.“
Why Would a Company Drastically Cut Its Dividend?
https://www.investopedia.com/ask/answers/06/dividendpaymentcut.asp
WQLF SAYS;
“Cbmd today announced that it received notice from the NYSE American LLC that it had accepted the Company's plan to regain compliance with the NYSE American continued listing standards and granted a plan period through December 5, 2025.“
https://finance.yahoo.com/news/cbdmd-inc-announces-acceptance-compliance-202500666.html
WQLF SAYS; There were five institution investors according to the Q-2. According to the current 8-k press release, several (3) of the investors converted their notes into common shares. The two remaining with a value of approximately $1,075,000 have yet to convert. If and when they do, the company will most likely send out a proxy for the offer to the preferred shareholders. In my opinion it will be no greater than a 1 for 3 conversion and no less than a 1 for 2. Have Mercy WQLF Ahooooooo
“ During the quarter, several convertible promissory notes holders elected to convert some of their accrued interested and principal balance, resulting in 714,229 common shares being issued during the third fiscal quarter of 2024. Approximately $1.075 million remains on the principal balance of the promissory notes.”
“Effective February 1, 2024 (the “Effective Date”), the Company entered into a Securities Purchase Agreement dated January 30, 2024 (the “Purchase Agreement”) 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 an 8% Senior Secured Original Issue 20% Discount Convertible Promissory Note, in the aggregate principal amount of $1,541,666 (the “Notes”).
WQLF SAYS: The institution investor(s) received 714,229 common shares at an aggregate amount of $1,378,000. The strike price in the agreement is $0.684. The Institution investors converted at a price of $1.929. Why would they accept this offer unless they believe in my opinion that the shares are worth this amount. The $1.92 price per share times 4 million Implied Outstanding shares comes to a market cap of $7.68 million. The remaining convertible notes at the same rate would add another 557,283 shares. A total of 1,271,512 shares of voting rights for any preferred conversion price.
In the recent earnings report, the $2.702.000 convertible notes issued in Q-2 now remains at $1,075,000 according to the 8-k press release. The Q-3 shows $1,378,000 remaining. The recent conversions of $1,627,000 of convertible notes resulted in 714,229 shares.
“In April 2024, the Company issued an aggregate of 714,229 shares of common stock pursuant to the partial conversion of certain principal and interest related to the Notes.”
“ During the quarter, several convertible promissory notes holders elected to convert some of their accrued interested and principal balance, resulting in 714,229 common shares being issued during the third fiscal quarter of 2024. Approximately $1.075 million remains on the principal balance of the promissory notes.”
“ Effective February 1, 2024 (the “Effective Date”), the Company entered into a Securities Purchase Agreement dated January 30, 2024 (the “Purchase Agreement”) 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 an 8% Senior Secured Original Issue 20% Discount Convertible Promissory Note, in the aggregate principal amount of $1,541,666 (the “Notes”). The Company intends to use the proceeds from the issuance of the Notes for working capital and general corporate purposes.
Each Note bears interest of 8% per annum and matures on July 30, 2025. The Note is convertible into shares of common stock at any time following the date of issuance at the Investor’s option at an initial conversion price of $0.684 per share (the “Conversion Price”), subject to certain adjustments. If 30 calendar days, 60 calendar days, 90 calendar days, 120 calendar days, or 180 calendar days after the effective date of the Registration Statement (as defined below) (the “Adjustment Dates”), the Conversion Price then in effect is higher than the Market Conversion Price then in effect on the Adjustment Date, the Conversion Price shall automatically decrease to the Market Conversion Price (as defined under the Note). The Conversion Price is subject to a $0.30 floor price.
Furthermore, at any time after the issuance of the Note, the Company may, after written notice to the Investor, prepay any portion or all outstanding Principal Amount by paying an amount equal to 125% of the Principal Amount then being prepaid (representing a 25% prepayment premium payable to the Investor which shall not constitute a principal repayment); provided that a Registration Statement registering all of the Conversion Shares issuable under the Note shall have been declared effective. If the Company elects to prepay the Note, the Investor shall have the right, upon written notice to the Company within five Trading Days of the Investor’s receipt of a Prepayment Notice, to convert into common stock, up to 100% of the Prepayment Amount at the Conversion Price, upon the terms provided in the Note.
Upon the occurrence of any Event of Default (as defined in the Note), the Interest rate shall automatically be increased to the lesser of 22% per annum or the highest amount permitted by law. In the event that such Event of Default is subsequently cured (and no other Event of Default then exists), the adjustment shall cease to be effective as of the day immediately following the date of such cure; provided that the Interest as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of such cure of such Event of Default.
In addition, upon the occurrence of Event of Default, which has not been cured within any applicable cure period, the Company shall be obligated to pay to the Investor the Mandatory Default Amount, which Mandatory Default Amount shall be payable to the Investor on the date the Event of Default giving rise thereto occurs. In the event the Note shall be converted following the occurrence of an Event of Default, the Investor shall have the option to convert the Mandatory Default Amount, upon the terms provided in the Note.
The Note provides that the Investor will not have the right to convert any portion of the Note, if, together with its affiliates, and any other party whose holdings would be aggregated with those of the Investor for purposes of Section 13(d) or Section 16 of the Securities of 1934, as amended, would beneficially own in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall be increased to 9.99% on the 61st day upon receipt of a written notice by the Investor delivered to the Company, and provided further, in no event shall the Beneficial Ownership Limitation exceed 9.99%.
The Notes are secured by a first priority security interest as evidenced by and to the extent set forth in a Security Agreement, by and between the Company and the Investors.
The Company elected the fair value option under ASC 825 Fair Value Measurements for the Notes. The Notes were initially recognized at fair value on the balance sheet. All subsequent changes in fair value, excluding the impact of the change in fair value related to instrument-specific credit risk are recorded in non-operating income. The changes in fair value related to instrument-specific credit risk is recorded through other comprehensive income (loss).
The overall change in fair value of the Notes during the quarter ended March 31, 2024 was a increase of $1.7 million. As at March 31, 2024, there was $1,541,666 principal outstanding.
Convertible Notes
“Effective February 1, 2024 (the “Effective Date”), the Company entered into a Securities Purchase Agreement dated January 30, 2024 (the “Purchase Agreement”) 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 an 8% Senior Secured Original Issue 20% Discount Convertible Promissory Note, in the aggregate principal amount of $1,541,666 (the “Notes”). The Company intends to use the proceeds from the issuance of the Notes for working capital and general corporate purposes.“
WQLF SAYS;
You are welcome CB. Here is some more things to consider. The plan by management in my opinion is to harness the two thirds votes in order to get the preferred shareholders along with the common shareholders to agree to convert their shares to commons. The companies stealth plan appears to be issuing convertible notes to private investors that can be converted into common shares in order to get to the two thirds threshold. In the recent earnings report, the $2.702.000 convertible notes issued in Q-2 now remains at $1,075,000 according to the 8-k press release. The Q-3 shows $1,378,000. The recent conversions of $1,627,000 resulted in 714,000 shares.
“In April 2024, the Company issued an aggregate of 714,229 shares of common stock pursuant to the partial conversion of certain principal and interest related to the Notes.”
“ During the quarter, several convertible promissory notes holders elected to convert some of their accrued interested and principal balance, resulting in 714,229 common shares being issued during the third fiscal quarter of 2024. Approximately $1.075 million remains on the principal balance of the promissory notes.”
When and if the remaining convertible notes of $1,075,000 are converted into common shares, it would add another 512,000 shares. The aggregate of the two convertible shares will be around 1.226 million shares. The implied outstanding is at 4 million and the preferred is at 5 Million. The company seems to know how many shares they need to get the proxy voted on. Since August 1,2023, the cutoff date for the last vote, the total volume of preferred shares traded since then totaled 2.8 million shares. A 1.4 million share turnover. Who is to say that those shares are in the hands of preferred shareholders that are willing to vote for the 1 for 3 shares proposed deal. If the vote is once again defeated, will the company go into debt and offer another round of convertible notes to investors until they reach the two thirds threshold. With the current 4 million implied outstanding shares, it only takes 2 million of the 5 million preferred shareholders to agree to the 1 for 3 share offer. The total shares of the preferred and common is at 9 million shares. It will take 6 million shares in the affirmative to pass. I own close to 1 percent of the Outstanding shares. Good luck and keep the Faith. WQLF Ahooooooo
This is a debacle that has to be resolved. Shareholders did not agree to a 1 for 3 exchange. Will the company lower it to a 1 for 2 or try once again for a 1 for 3 exchange vote? If you consider the current market cap being so low, $1.97 million), it is my opinion the market cap is set for a speculative 1 for 3 exchange. The market cap is currently at $1.97 Million. Current price of $.5090 times 3.87 million shares outstanding. If the 1 for 3 exchange is voted on by common share holders, the shares outstanding will increase to 15.48 million and the current share price of $.5099 would bring the market cap to $7.88 million. If you compare the market cap with CVSI that is currently at $9.39 million, a 1 for 3 exchange would still make YCBD an undervalued stock in contrast to CVSI. The naysayers are saying that the dilution will bring the price per share down. I differ on their opinion. I believe the price per share will increase to a level slightly higher than CVSI’s current market cap of $9.39 million. CVSI is steady at $16 million of annual revenue and after YCBD’s recent Quarter, Cbmd seems to have bottomed out at $20 million of annual revenue.
In retrospect, the market cap of 11 to 12 million is feasible if the 1 for 3 exchange is voted on in the affirmative. A 12 million market cap with 15.48 million outstanding shares would bring the price per share of YCBD at around $.$.775 cents per share.
In comparison with CWBHF, its current market cap is at 24.31 million at the current price per share of $14.77. Their annual revenue is around $49 million dollars compared to YCBD’s $20 million dollars. The market cap of CWBHF at $24.31 million market cap to YCBD of possible market cap of $12 million lines up almost to equal levels. CWBHF’s market cap being a little higher for being the leading company in the sector. So a 11.75 to 12 million market cap for YCBD is pretty close to CWBHF in comparison, and slightly higher than CVSI’s $9.39 million market cap. I came up with $11.75 market cap for YCBD in comparison to CVSI’s $16 million annual revenue and YCBD’s $20 Million annual revenues. If the vote is for a 1 for 3 exchange, I will vote for the proposal. The accumulation of a quarterly dividend of a cumulative $1 million dollars each Quarter is not in the best interest of the shareholders. It is now at $5 million dollars. If YCBD were to do a public offer of 11.61 million shares the same as the 1 for 3 exchange at .5090 they would likely net around $5 to $5.5 million dollars. The 8 percent dividend is keeping the price per share down. Below is information in the likelihood if another company wanted to merge or acquire YCBD.
https://smallbusiness.chron.com/happens-preferred-stock-buyout-68487.html
“ During March 2024, we attempted to automatically convert the Series A Preferred stock to common stock through a shareholder vote to amend our Series A Preferred Stock designation. We were unable to get the required votes needed to approve the amendment. We believe the combined market capitalization of both our common and Series A Preferred is being impacted due to our current capital structure. Our goal is to simplify our capital structure and we believe it will help unlock additional equity value and open up more strategic activity for the Company.”
WQLF SAYS;
Many believe that there will be another vote. The other avenue mentioned in the earnings conference call and the statement above appears to me that they are taking the current capital structure into consideration. Have Mercy WQLF Ahooooooo
YCBD new 52 week low
Item 8.01 Other Events.
“As previously disclosed, on June 5, 2024, cbdMD, Inc. (the “Company”) received notification (the “Notice”) from the NYSE American LLC (the “NYSE American”) that the Company is no longer in compliance with NYSE American’s continued listing standards. The Notice provided that the Company must submit a plan of compliance (the “Plan”) by July 5, 2024 addressing how it intends to regain compliance with the continued listing standards by December 5, 2025. The Company timely submitted the Plan to the NYSE American on July 5, 2024, advising of actions the Company intends to take to regain compliance with the continued listing standards. The Company expects to receive a response from NYSE American in August 2024.”
http://archive.fast-edgar.com/20240716/ARZXTG2CZM22KZZ2222B2ZZZKMHMZ6R8Q262/
“June 27, 2024) - cbdMD, Inc. (NYSE American: YCBD) (NYSE American: YCBD-PA) (the "Company"), one of the nation's leading providers of premium cannabidiol (CBD) products, today announced the publication of the Company's human clinical trial data demonstrating the benefits of its proprietary Broad Spectrum CBD blend. The data was published in the Journal of the International Society of Sports Nutrition.“
https://finance.yahoo.com/news/cbdmd-announces-publication-human-clinical-154500744.html
Tommy @Yahoooooo Said;
“Phytocannabinoids: Brands are combining cannabidiol (CBD) and other phytocannabinoids with botanicals to appeal to a broad audience. cbdMD recently launched hemp-derived Delta 9 THC + CBD gummies: UPLIFT, ELEVATE, and RELAX to provide users with a gentler experience and a daily routine for energy, focus, and stress relief.
Also innovating in the space: Reserve Sleep gummies from +PlusCBD combine sleep-inducing melatonin with the calming benefits of cannabinoids like CBD, THC, and CBN to help relax the mind and body for a deep and restful sleep.”
https://www.wholefoodsmagazine.com/articles/16941-the-botanical-boom
WQLFMAN JACK SAYS;
2024 will be a pivotal year for the Company. Re-growing sales and addressing our equity capital structure remain our highest priorities.
https://finance.yahoo.com/news/cbdmd-reduces-over-net-loss-210600861.html
Financial results for the March 31, 2024 second quarter of fiscal 2024 year end.
https://finance.yahoo.com/news/cbdmd-reports-second-quarter-results-200900013.html
https://finance.yahoo.com/news/cbdmd-reduces-over-net-loss-211000222.html
ATRx Labs Premium Mushroom Line, available exclusively at GNC stores nationwide.
https://finance.yahoo.com/news/cbdmd-unveils-atrx-labs-premium-140300140.html
"Max Chill" Dragon Fruit D9 Gummies.
https://finance.yahoo.com/news/cbdmd-launches-max-chill-dragon-143700797.html
cbdMD Releases Delta 9 THC + CBD Gummies
https://www.wholefoodsmagazine.com/articles/16334-cbdmd-releases-delta-9-thc-cbd-gummies
YCBD new 52 week low
YCBD new 52 week low
Hau ab Idiot
What happened?
What happened?
book pps $19.82,short term target $5.00
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