Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Kennedy Thomas Ronan
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2. Issuer Name and Ticker or Trading Symbol
cbdMD, Inc. [YCBD]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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CEO and CFO /
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(Last)
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(First)
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(Middle)
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2101 WESTINGHOUSE BLVD. SUITE A
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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CHARLOTTE
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NC
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28273
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kennedy Thomas Ronan
2101 WESTINGHOUSE BLVD. SUITE A
CHARLOTTE, NC28273
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CEO and CFO
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Signatures
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/s/ T. Ronan Kennedy
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2024-09-25
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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The Preferred Stock has no maturity and remains outstanding unless a holder chooses to convert it into common stock, the Issuer elects to automatically convert it into shares of its common stock upon a "Market Trigger", as defined in the Issuer's Certificate of Designations, Rights and Preferences of the Preferred Stock filed on October 11, 2019 (the "Designation"), the Issuer elects to redeem it, or a Change of Control, occurs resulting in a mandatory redemption. The Issuer may elect to convert the Preferred Stock into shares of common stock if the closing price of the common stock has exceeded $371.25 for at least 20 out of 30 consecutive trading days ending within 5 trading days prior to the notice of automatic conversion. The Issuer may redeem the Preferred Stock at $10 per share, plus all accrued and unpaid dividends. Upon the occurrence of a Change of Control the Issuer will redeem all of the shares of Preferred Stock at $11 per share, plus any accrued but unpaid dividends.
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(2)
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Represents shares of common stock held by CRED Trust for which the Reporting Person is the trustee and holds voting and dispositive control.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
