cbdMD, Inc. filed a Form 8-K on November 4, 2026, disclosing the October 30, 2026 completion of its acquisition of assets from Twinlab Consolidated Holdings, Inc. and related subsidiaries through its wholly owned subsidiary To Be Brands, LLC.

Key Highlights

  • Acquisition closed October 30, 2026 following approval by the Circuit Court of Broward County, Florida of the sale as a private sale.
  • 2,229,805 shares of common stock were issued to the Secured Creditor, Akretive Holdings, LLC, valued at $1.00 per share, representing 19.9% of outstanding shares as of the APA execution date.
  • 132,730 additional shares may be issued to the Secured Creditor, subject to shareholder approval the company agreed to seek within 270 days of closing.
  • Senior Secured Promissory Note of $1,750,000 was issued to Akretive Holdings, LLC, bearing interest at 9% per annum and maturing two years after the closing date.
  • Acquired assets include intellectual property, assigned contracts, inventory, accounts receivable, goodwill, and equity interests in subsidiaries ISI Brands, Inc., Reserve Life Organics, LLC, Innovitamin Organics, LLC, and Resvitale, LLC.
  • Common stock issued in reliance on Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D, based in part on the Secured Creditor's representation as an accredited investor.

cbdMD Closes Twinlab Asset Purchase Through To Be Brands Subsidiary

According to the filing, cbdMD, Inc. (NYSE American:YCBD), through its wholly owned subsidiary To Be Brands, LLC, completed the acquisition of assets from the duly appointed assignee for the benefit of creditors of Twinlab Consolidated Holdings, Inc. and related subsidiaries on October 30, 2026. The underlying Asset Purchase Agreement was dated September 1, 2026, and involved the assignee Philip J. Von Kahle, Twinlab's direct and indirect subsidiaries, and the secured creditor Akretive Holdings, LLC, a New York limited liability company.

The company disclosed that the acquired assets consist primarily of intellectual property, assigned contracts, permits, tangible personal property, inventory, accounts receivable, and goodwill used in the assignors' nutritional supplements and natural products business. The acquisition also included the outstanding equity interests of four acquired subsidiaries: ISI Brands, Inc., Reserve Life Organics, LLC, Innovitamin Organics, LLC, and Resvitale, LLC. According to the filing, the assets were acquired free and clear of all encumbrances other than Permitted Encumbrances as defined in the APA.

The consideration for the acquired assets, as described in the filing, included the assumption of senior secured debt evidenced by a $1,750,000 Senior Secured Promissory Note issued to Akretive Holdings, LLC, with the balance of the assignors' obligations to the secured creditor forgiven. The note bears interest at 9% per annum and matures two years following the closing date. In addition, 2,229,805 shares of common stock were issued to the secured creditor. Both the Common Stock Consideration and the Additional Target Percentage Shares are subject to leak-out restrictions, and the company agreed to file a registration statement covering their resale within nine months of closing, as stated in the filing.

What Was Disclosed

cbdMD disclosed the October 30, 2026 completion of its acquisition of Twinlab-related assets, the issuance of 2,229,805 shares and a $1,750,000 promissory note to the secured creditor, and plans to seek shareholder approval for up to 132,730 additional shares within 270 days of closing.