It is now 11:00 A.M. Eastern Time on March 30, 2026. Will the meeting please come to order? I am Ronan Kennedy, Chief Executive Officer and Chief Financial Officer, as well as member of the Board of Directors of cbdMD. Along with my fellow directors and executive officers of cbdMD, I would like to welcome you to our 2026 Annual Meeting of Shareholders. We appreciate your attendance, your interest, and most importantly, your support of cbdMD. This annual meeting of the shareholders is held pursuant to the bylaws of cbdMD and Notice of Annual Meeting of Shareholders. You are participating in the meeting virtually. We are pleased again to hold our annual shareholder meeting virtually as we aim to increase access and participation.
On the left-hand side of the registration page for the virtual annual meeting, you will see links to the notice of annual meeting of shareholders and the 2026 proxy statement for the 2026 annual meeting, as previously filed with the SEC on February 12, 2026, an agenda and a meeting conduct code, standards, and procedures. Registered shareholders may submit questions at any time during this meeting in the space provided on the left-hand side once you have completed the registration page and entered the meeting. During the formal portion of the 2026 annual meeting, questions from shareholders should pertain to the proposals being considered at the particular time. If you're a registered shareholder of cbdMD and would like to view the list of shareholders on record date for this meeting, please submit your request after you've entered the meeting.
We will take care of the formal business of the 2026 annual meeting first, then we will adjourn the formal portion of the 2026 annual meeting, but we will stay on the line in order to answer any additional questions that may have been missed. After dealing with a few procedural matters, we will take up the issues to be acted upon. If a technical disruption occurs that prevents us from continuing the meeting and the polls have been open, but the meeting is not adjourned, the polls will be closed immediately. Votes received prior to the time the polls were closed will be counted. The meeting will not be reconvened, and the results will be announced publicly. I will act as Chairman of the meeting, and Brad Whitford, cbdMD's Chief Accounting Officer, will serve as the Secretary of the meeting and take the minutes.
I would like to introduce the directors and executive officers of cbdMD who are in attendance today. Joining me are Billy Raines and Jeff Porter, members of the board, and Brad Whitford, cbdMD's Chief Accounting Officer. In addition, the boards have previously appointed Brian Pearlman to serve as Inspector of the elections for this meeting. I request that he file his oath of office with the Secretary of the meeting for inclusion in the minutes of this meeting. Will the Secretary please report on the proof of mailing of the notice of annual meeting of shareholders?
I have an affidavit of mailing from Broadridge Financial Solutions certifying as to the giving of notice of this meeting and the sending to shareholders of record as of February 2, 2026, the 2026 proxy statement, which Broadridge Financial Solutions commenced distributing to shareholders on or about February 12, 2026.
The Notice of Meeting and the Affidavit of Mailing will be filed with the minutes of this meeting. The Secretary has a list of holders of record of common stock of cbdMD at the close of business on February 2, 2026, the record date for this 2026 annual meeting. The list of shareholders has been open for examination at the company's executive offices for purposes relevant to this meeting during ordinary business hours, beginning two days after giving the notice of the 2026 annual meeting of shareholders. This list is available for inspection during this meeting by any registered shareholder. If you wish to inspect this list, please post a request in the questions portion of this registration page. The Secretary will please file a copy of this list of shareholders with the records of cbdMD for the 2026 annual meeting of shareholders.
Brian, will you please present your report of attendance at this meeting so that we can determine whether a quorum is present?
Mr. Chairman, on February 2, 2026, the record date for this 2026 annual meeting, there were outstanding and entitled to vote a total of 10,495,561 shares of common stock. There are at least 33.3% of such shares of common stock represented by proxy, thus constituting a quorum for the shares of common stock. We have a quorum for all proposals at this 2026 Annual Meeting of Shareholders.
Thank you, Brian. On the basis of this report of the Secretary and Inspector of Election, I find that a proper notice has been given and a quorum is present. Accordingly, this 2026 Annual Meeting of Shareholders has been properly convened. The polls for voting on all matters are open. All holders of cbdMD common stock are entitled to vote at this meeting and have the ability to do so online. If you are a shareholder entitled to vote and have not yet voted, or if you want to change your previous cast vote, please do so via the Vote My Shares link on the registration page. Please remember that if you've already voted by proxy, it is not necessary to vote again.
After voting has completed on all the matters of the agenda, we will close the polls, and the Inspector of Elections will provide his preliminary report. We'll now move to review the proposals as set forth in the notice of annual meeting and accompanying 2026 proxy statement. The first proposal to come before the meeting is the election of directors. At this meeting, we will be electing seven directors for a term expiring at the 2027 Annual Meeting of Shareholders. The nominees are Scott G. Stephen, Bakari Sellers, William F. Raines the Third, Dr. Sibyl Swift, T. Ronan Kennedy, Jeffrey Porter, and Kevin Roe.
Information concerning their principal occupation, skills and qualifications, and other matters which may be of interest are contained in the 2026 proxy statement for the 2026 annual meeting, as previously filed with the SEC, a link to which is on the registration page. No other nominations were received prior to the deadline established in our 2026 proxy statement. Therefore, no additional nominees, nominations may be made at this meeting, and I declare the nominations to be closed. Are there any questions or comments on the first proposal? Seeing none, we will move on to the second proposal. The next matter to come before the meeting is the ratification of the appointment of Cherry Bekaert LLP as the company's independent registered public accounting firm.
The board of directors recommends the ratification of the appointment of Cherry Bekaert LLP to serve as cbdMD's independent registered public accounting firm and to audit its financial statements for the fiscal year ending September 30, 2026. Are there any questions or comments on this proposal? Seeing none, I'll move on to the next proposal. Proposal three asks shareholders to approve an amendment to our articles of incorporation, as amended, at the direction of the board to effect a reverse stock split of our issued and outstanding shares of common stock at a specific ratio ranging from 1-for-2 to 1-for-10 at any time prior to the one-year anniversary date of the annual meeting, and with the exact ratio to be determined by the board.
The Board of Directors recommends the approval of an amendment to our articles of incorporation, as amended, at the direction of the Board to effect a reverse stock split of our issued and outstanding shares of common stock at a specific ratio ranging from 1-for-2 to 1-for-10 at any time, with the exact ratio to be determined by the Board. Are there any questions or comments on this proposal? Seeing none, I'll move on to the next proposal.
Proposal four asks shareholders to approve, in accordance with NYSE American Company Guide Section 713, the issuance of shares of common stock upon the conversion of the Series B Preferred Stock and accrued or potential dividend shares pursuant to those certain security purchase agreements dated September 29, 2025, with four institutional investors without giving effect to the Exchange Cap in the Series B purchase agreement, which may result in the issuance of more than 20% of the company's outstanding common stock immediately prior to such issuance, potentially resulting in significant dilution to existing shareholders, as further described in our 2026 proxy statement. The board recommends the approval of this proposal. Are there any questions or comments on this proposal? Seeing none, I'll move on to the next proposal.
Proposal 5 asks shareholders to approve, in accordance with the NYSE American Company Guide Section 713, the issuance of shares of common stock upon the conversion of Series C preferred, accrued or potential dividend shares pursuant to those certain security purchase agreements dated December 18, 2025, with two institutional investors, without giving effect to the Exchange Cap in the Series C purchase agreements, which may result in the issuance of more than 20% of the company's outstanding common stock immediately prior to such issuance, potentially resulting in significant dilution to existing shareholders, as further described in our 2026 proxy statement. The Board of Directors recommends approval of this proposal. Are there any questions or comments on this proposal? Seeing none, I'll move on to the next proposal.
Proposal six asks shareholders to approve, in accordance with the NYSE American Company Guide Section 713, the issuance of shares of common stock pursuant to the certain security purchase agreement dated December 15th, 2025, with CMC Master Fund, LP, establishing an equity line of credit under which the company may sell shares of common stock to CMC Master Fund, LP from time to time in its sole discretion, without giving effect to the Exchange Cap in the ELOC agreement, which may result in the issuance of more than 20% of the company's outstanding common stock immediately prior to such issuance, as further described in our 2026 proxy statement. The board of directors recommends the approval of this proposal. Are there any questions or comments on this proposal? Seeing none, I'll move on to the next proposal.
Proposal seven asks shareholders to approve the company's 2025 Equity Compensation Plan. The board of directors recommends the approval of the 2025 Equity Compensation Plan. Are there any questions or comments on this proposal? Seeing none, I'll move on to the next proposal. Proposal eight asks shareholders to approve allowing the board of directors to adjourn the 2026 annual meeting to a later date or dates to permit further solicitation of proxies. The board of directors recommends that the shareholders approve the adjournment of the 2026 annual meeting to a later date or dates if necessary, to permit further solicitation and votes of proxies if, based on the tabulated vote at the time of the 2026 annual meeting, there are not sufficient votes to approve any proposal. Are there any questions or comments on this proposal?
Seeing none and being no more proposals to be considered at this 2026 annual meeting of shareholders, we'll move on. The polls are about to close, so if you have not yet voted, please do so now. Since everyone has had the opportunity to vote, the polls are now closed. The Inspector of Elections has delivered his preliminary report, and he will now announce the preliminary results.
Mr. Chairman, based on the inspector of elections preliminary report, each of the nominees for director has received more than 76% of the votes cast in favor of his or her election, and has been elected as a director of cbdMD to hold office until the 2027 annual meeting of shareholders, or until his or her successor has been duly elected and qualified. The ratification of the appointment of Cherry Bekaert LLP as cbdMD's independent registered public accounting firm has received more than 98% of the votes cast in favor, and the appointment has been ratified. The approval of a reverse stock split received more than 60% of the votes cast in favor of the proposal. For this reason, the proposal has been approved.
The approval of the Series B Preferred issuance received more than 64% of the votes cast in favor of the proposal. For this reason, the proposal has been approved. The approval of the Series C Preferred issuance received more than 64% of the votes cast in favor of the proposal. For this reason, the proposal has been approved. The approval of the ELOC issuance received more than 64% of the votes cast in favor of the proposal. For this reason, the proposal has been approved. The approval of the 2025 Equity Compensation Plan received more than 63% of the votes cast in favor of the proposal. For this reason, the proposal has been approved. The adjournment proposal was moot as there were sufficient votes to approve proposals one, two, three, four, five, six, and seven. Mr. Chairman?
Thank you. We will file the final report of the inspection of elections with the records of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within four business days of this meeting. A link to this Form 8-K will also be posted on cbdMD's corporate website under the Investors tab. That concludes the business for this meeting. The meeting is now adjourned. We will provide a business update in May, along with our fiscal second quarter earnings call. On behalf of our board of directors, management, and employees, I would like to thank all of you for the continued interest and support you've shown in cbdMD. Thank you.
This does conclude today's conference. We thank you for your participation.