Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Effective November 26, 2024, cbdMD, Inc. (the "Company") entered into a Second Amendment to Lease (the "Amendment") to extend the Warehouse Lease entered into on August 27, 2019 (the "Lease") for approximately 80,000 square feet of space located at 2101 Westinghouse Boulevard, Suite A, Charlotte, North Carolina 28273, which facility also serves as the Company's executive offices. The Amendment extends the term of the Lease for a period of nineteen months beginning on March 1, 2025 with a new expiration date of September 30, 2026. The Company has no further rights to extend or renew the terms of the Lease. The Amendment provides for the monthly base rent of $65,000, with an annual base rent of $9.75 per square feet from March 1, 2025 through February 28, 2026, and $67,600 with an annual base rent of $10.14 per square feet from March 1, 2026 through September 30, 2026. The Company shall also continue to pay Additional Rent and all other amounts (other than "Monthly Base Rent") in accordance with the terms of the Lease, except the "Controllable CAM Charges provision in Section 3 of Exhibit C to the Lease shall be deemed deleted from the Lease. Furthermore, as set forth under the Amendment the landlord has approved certain subleases entered into by and between the Company and sub tenants for portions of the facility.

Prior to entering into the Amendment management of the Company evaluated options regarding the expiring Lease and determined that an extension was in the Company's best interests. Management believes that the Company remaining in its current facilities mitigates potential immediate operational disruptions and avoids the substantial costs associated with relocating to a new facility. The extension also provides additional time to explore and identify facilities that may better align with the Company's long-term needs. Additionally, the Company has renegotiated and extended agreements with subtenants, helping to offset a portion of rental costs throughout the extended lease term.

The foregoing descriptions of the Amendment and the Lease do not purport to be complete and are qualified in their entirety by reference to the full text of the respective documents, the form of the Amendment which is filed as Exhibit 10.1 to this Form 8-K, and both Exhibits 10.1 and 10.2 are incorporated herein by reference.