cbdMD, Inc. announced that it has entered into a Securities Purchase Agreement with five institutional investors to issue 8% Senior Secured Original Issue Discount Convertible Promissory Note for the gross proceeds of $1,250,000 on January 30, 2024. The principal amount of the transaction is $1,541,666. 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, 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, 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. The Conversion Price is subject to a $0.30 floor price.

The Notes are secured by a first priority security interest as evidenced by and to the extent set forth in that certain Security Agreement dated as of the Closing Date, by and between the Company and the Investors. The information contained above under, to the extent applicable, is hereby incorporated by reference herein. Based in part upon the representations of the Investors in the Purchase Agreement, the sale of the Notes were made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and corresponding provisions of state securities or ?blue sky?