Item 1.01 Entry into a Material Definitive Agreement.

Effective June 22, 2022, cbdMD, Inc. (the "Company") entered into Membership Interest Transfer Agreement (the "Agreement") with Blystone & Donaldson, LLC., and Mr. Thomas Finke (collectively, the "Transferees"), whereby the Company agreed to sell its entire ownership interest (the "Membership Interests") in Adara Sponsor, LLC., a Delaware limited liability company ("Adara"), to the Transferees for the total purchase price of $1,000,000 which constitutes the Company's original purchase price of the Membership Interests. In addition to customary conditions to closing, the completion of the Agreement is conditioned on Adara Acquisition Corp. completing an initial business combination with Alliance Entertainment, Inc., on or before February 8, 2023. The full text of the Agreement will be filed with the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 or via an amendment to this Current Report on Form 8-K.






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