cbdMD, Inc. has entered into a definitive asset purchase agreement to acquire the operating assets and brands of Twinlab Consolidated Holdings, Inc. The transaction is being conducted through an assignment for the benefit of creditors (ABC) proceeding and is subject to court approval and customary closing conditions.
Under the terms of the agreement, cbdMD will acquire assets primarily consisting of stock in Twinlab subsidiaries, intellectual property, inventory, receivables, goodwill, and cash. The aggregate consideration includes the assumption of approximately $1.75 million in debt owed to a secured creditor, the issuance of 2,229,805 shares of cbdMD common stock (which represents 19.9% of outstanding shares as of the agreement date), and the assumption of other liabilities.
The acquisition is expected to add iconic legacy supplement brands to cbdMD’s portfolio, including Twinlab, Reserveage, Metabolife, and Alvita Tea. According to unaudited financial information provided by the company, the combined trailing twelve months of revenue for the acquired entities ending June 2026 totals approximately $30 million. This figure represents an increase of approximately 40% relative to cbdMD’s standalone revenue for the same period.
cbdMD expects the transaction to reduce its revenue concentration in the hemp category and mitigate risks associated with the regulatory environment for hemp-derived products. The company anticipates completing the acquisition in its first fiscal quarter, pending approval from a court of competent jurisdiction.
In a separate filing, cbdMD announced an amendment to its Certificate of Designation reducing the conversion price for its Series B Convertible Preferred Stock from $1.00 per share to $0.60 per share. As of the filing date, there were 591,207 shares of Series B preferred stock issued and outstanding.
