Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001644903 | |
Entity Registrant Name | cbdMD, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-38299 | |
Entity Incorporation, State or Country Code | NC | |
Entity Tax Identification Number | 47-3414576 | |
Entity Address, Address Line One | 2101 Westinghouse Blvd., Suite A | |
Entity Address, City or Town | Charlotte | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 28273 | |
City Area Code | 704 | |
Local Phone Number | 445-3060 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,869,082 | |
Series A Cumulative Convertible Preferred Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 8% Series A Cumulative Convertible Preferred Stock | |
Trading Symbol | YCBDpA | |
Security Exchange Name | NYSEAMER | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | common | |
Trading Symbol | YCBD | |
Security Exchange Name | NYSEAMER |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 2,105,396 | $ 1,797,860 |
Accounts receivable, net of allowance for credit losses of $179,419 and $42,180, respectively | 868,217 | 1,216,090 |
Inventory | 3,174,005 | 4,052,972 |
Inventory prepaid | 277,794 | 182,675 |
Prepaid sponsorship | 52,078 | 70,061 |
Prepaid expenses and other current assets | 932,770 | 750,383 |
Total current assets | 7,410,260 | 8,070,041 |
Other assets: | ||
Property and equipment, net | 667,979 | 716,579 |
Operating lease assets | 2,766,290 | 3,350,865 |
Deposits for facilities | 132,203 | 138,708 |
Intangible assets | 2,873,406 | 3,219,090 |
Investment in other securities, noncurrent | 700,000 | 700,000 |
Total other assets | 7,139,878 | 8,125,242 |
Total assets | 14,550,138 | 16,195,283 |
Current liabilities: | ||
Accounts payable | 1,291,306 | 1,906,319 |
Accrued expenses | 1,282,028 | 629,648 |
Accrued dividends | 2,668,000 | 667,000 |
Deferred revenue | 468,472 | 187,793 |
Operating leases – current portion | 1,226,764 | 1,277,089 |
Note payable | 0 | 2,492 |
Total current liabilities | 6,936,570 | 4,670,341 |
Long term liabilities: | ||
Convertible notes | 2,702,000 | 0 |
Other long term liabilities | 0 | 9 |
Operating leases - long term portion | 1,824,721 | 2,403,286 |
Contingent liability | 0 | 90,363 |
Total long term liabilities | 4,526,721 | 2,493,658 |
Total liabilities | 11,463,291 | 7,163,999 |
Commitments and Contingencies (Note 11) | ||
cbdMD, Inc. shareholders' equity: | ||
Preferred stock, authorized 50,000,000 shares, $0.001 par value, 5,000,000 and 5,000,000 shares issued and outstanding, respectively | 5,000 | 5,000 |
Common stock, authorized 150,000,000 shares, $0.001 par value, 3,045,204 and 2,960,573 shares issued and outstanding, respectively | 3,045 | 2,961 |
Additional paid in capital | 183,456,639 | 183,387,095 |
Comprehensive other expense | (6,000) | 0 |
Accumulated deficit | (180,371,836) | (174,363,772) |
Total cbdMD, Inc. shareholders' equity | 3,086,847 | 9,031,284 |
Total liabilities and shareholders' equity | $ 14,550,138 | $ 16,195,283 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Accounts Receivable, Allowance for Credit Loss | $ 179,419 | $ 42,180 |
Preferred Stock, Shares Authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 5,000,000 | 5,000,000 |
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, issued (in shares) | 3,045,204 | 2,960,573 |
Common stock, shares outstanding (in shares) | 3,045,204 | 2,960,573 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Gross Sales | $ 4,816,444 | $ 6,584,666 | $ 10,192,075 | $ 12,825,191 |
Allowances | (439,926) | (344,646) | (440,152) | (499,954) |
Total Net Sales | 4,376,518 | 6,240,020 | 9,751,923 | 12,325,237 |
Cost of sales | 1,795,790 | 2,224,512 | 3,613,698 | 4,741,964 |
Gross Profit | 2,580,728 | 4,015,508 | 6,138,225 | 7,583,273 |
Operating expenses | 4,131,719 | 5,416,151 | 8,755,053 | 13,030,097 |
Loss from operations | (1,550,991) | (1,400,643) | (2,616,828) | (5,446,824) |
(Increase) decrease of contingent liability | 4,828 | 48,000 | 74,580 | 109,000 |
(Increase) decrease in fair value of convertible debt | (1,446,000) | 0 | (1,446,000) | 0 |
Other income | 0 | 17,787 | 0 | 49,543 |
Interest expense | (18,399) | (1,946) | (18,817) | (4,583) |
Loss before provision for income taxes | (3,010,562) | (1,336,802) | (4,007,065) | (5,292,864) |
Net Loss | (3,010,562) | (1,336,802) | (4,007,065) | (5,292,864) |
Preferred dividends | 1,000,500 | 1,000,500 | 2,001,000 | 2,001,002 |
Net Loss attributable to cbdMD, Inc. common shareholders | $ (4,011,062) | $ (2,337,302) | $ (6,008,065) | $ (7,293,866) |
Net Loss per share: | ||||
Basic earnings per share (in dollars per share) | $ (1.35) | $ (1.74) | $ (2.03) | $ (5.43) |
Diluted earnings per share (in dollars per share) | $ (1.35) | $ (1.74) | $ (2.03) | $ (5.43) |
Weighted average number of shares Basic: (in shares) | 2,961,057 | 1,345,589 | 2,961,000 | 1,343,394 |
Weighted average number of shares Diluted: (in shares) | 2,961,057 | 1,345,589 | 2,961,000 | 1,343,394 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Net Loss | $ (3,010,562) | $ (1,336,802) | $ (4,007,065) | $ (5,292,864) |
Comprehensive Loss | (3,010,562) | (1,336,802) | (4,007,065) | (5,292,864) |
Other Comprehensive income | (6,000) | 0 | (6,000) | 0 |
Preferred dividends | (1,000,500) | (1,000,500) | (2,001,000) | (2,001,002) |
Comprehensive Loss attributable to cbdMD, Inc. common shareholders | $ (4,017,062) | $ (2,337,302) | $ (6,014,065) | $ (7,293,866) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net Income (Loss) Attributable to Parent | $ (4,007,065) | $ (5,292,864) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock based compensation | 2,852 | 96,216 |
Restricted stock expense | 992 | 100,249 |
Write off of prepaid assets due to termination of contractual obligation | 0 | 884,892 |
Issuance of stock for services | 0 | 1,459,193 |
Intangibles amortization | 345,684 | 554,709 |
Depreciation | 228,615 | 100,112 |
Increase (decrease) in contingent liability | (74,580) | (109,000) |
Increase (decrease) in fair value of convertible debt | 1,446,000 | 0 |
Amortization of operating lease asset | 584,574 | 556,646 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 301,132 | 286,278 |
Deposits | 6,505 | 105,898 |
Inventory | 878,967 | 135,176 |
Prepaid inventory | (95,119) | 100,307 |
Prepaid expenses and other current assets | (164,404) | (1,544,308) |
Accounts payable and accrued expenses | 449,287 | (855,872) |
Operating lease liability | (628,891) | (580,325) |
Deferred revenue / customer deposits | (84,497) | 203,341 |
Collection on discontinued operations accounts receivable | 0 | 1,375 |
Cash used by operating activities | (809,948) | (3,797,977) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (180,015) | (74,980) |
Other Securities | 0 | 1,000,000 |
Cash flows from investing activities | (180,015) | 925,020 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 50,000 | 0 |
Note payable | 1,247,499 | (127,725) |
Preferred dividend distribution | 0 | (2,001,000) |
Deferred Issuance costs | 0 | 0 |
Cash flows from financing activities | 1,297,499 | (2,128,725) |
Net increase (decrease) in cash | 307,536 | (5,001,682) |
Cash and cash equivalents, beginning of period | 1,797,860 | 6,720,234 |
Cash and cash equivalents, end of period | 2,105,396 | 1,718,552 |
Cash Payments for: | ||
Interest expense | 18,817 | 2,638 |
Non-cash financial/investing activities: | ||
Preferred dividends accrued but not paid | $ 2,001,000 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) | Share-Based Payment Arrangement, Option [Member] Common Stock [Member] | Share-Based Payment Arrangement, Option [Member] Preferred Stock [Member] | Share-Based Payment Arrangement, Option [Member] AOCI Attributable to Parent [Member] | Share-Based Payment Arrangement, Option [Member] Additional Paid-in Capital [Member] | Share-Based Payment Arrangement, Option [Member] Retained Earnings [Member] | Share-Based Payment Arrangement, Option [Member] | Commitment Shares [Member] Common Stock [Member] | Commitment Shares [Member] Preferred Stock [Member] | Commitment Shares [Member] AOCI Attributable to Parent [Member] | Commitment Shares [Member] Additional Paid-in Capital [Member] | Commitment Shares [Member] Retained Earnings [Member] | Commitment Shares [Member] | Common Stock [Member] | Preferred Stock [Member] | AOCI Attributable to Parent [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Sep. 30, 2022 | 1,348,125 | 5,000,000 | ||||||||||||||||
Balance at Sep. 30, 2022 | $ 1,348 | $ 5,000 | $ 178,841,646 | $ (147,423,563) | $ 31,424,431 | |||||||||||||
Issuance of stock (in shares) | 1,038 | 0 | ||||||||||||||||
Issuance of stock | $ 1 | $ 0 | 1 | 0 | 0 | |||||||||||||
Issuance of options for share based compensation | $ 0 | $ 0 | $ 79,446 | $ 0 | $ 79,446 | |||||||||||||
Issuance of restricted stock for share based compensation | 0 | 0 | 43,449 | 0 | 43,449 | |||||||||||||
Preferred dividend declared, not paid | 0 | 0 | 0 | (1,000,502) | (1,000,502) | |||||||||||||
Net Loss | 0 | 0 | 0 | (3,956,062) | (3,956,062) | |||||||||||||
Issuance of Common Stock | $ (1) | $ 0 | (1) | 0 | 0 | |||||||||||||
Balance (in shares) at Dec. 31, 2022 | 1,349,163 | 5,000,000 | ||||||||||||||||
Balance at Dec. 31, 2022 | $ 1,349 | $ 5,000 | 178,964,539 | (152,380,127) | 26,590,761 | |||||||||||||
Balance (in shares) at Sep. 30, 2022 | 1,348,125 | 5,000,000 | ||||||||||||||||
Balance at Sep. 30, 2022 | $ 1,348 | $ 5,000 | 178,841,646 | (147,423,563) | 31,424,431 | |||||||||||||
Net Loss | (5,292,864) | |||||||||||||||||
Balance (in shares) at Mar. 31, 2023 | 1,456,696 | 5,000,000 | ||||||||||||||||
Balance at Mar. 31, 2023 | $ 1,457 | $ 5,000 | 180,497,196 | (154,717,429) | 25,786,223 | |||||||||||||
Balance (in shares) at Dec. 31, 2022 | 1,349,163 | 5,000,000 | ||||||||||||||||
Balance at Dec. 31, 2022 | $ 1,349 | $ 5,000 | 178,964,539 | (152,380,127) | 26,590,761 | |||||||||||||
Issuance of stock (in shares) | 2,616 | 0 | 8,417 | 0 | ||||||||||||||
Issuance of stock | $ 3 | $ 0 | $ 29,190 | $ 0 | $ 29,193 | $ 8 | $ 0 | 8 | 0 | 0 | ||||||||
Issuance of options for share based compensation | 0 | 0 | 16,770 | 0 | 16,770 | |||||||||||||
Issuance of restricted stock for share based compensation | 0 | 0 | 56,801 | 0 | 56,801 | |||||||||||||
Preferred dividend declared, not paid | 0 | 0 | 0 | (1,000,500) | (1,000,500) | |||||||||||||
Net Loss | 0 | 0 | 0 | (1,336,802) | (1,336,802) | |||||||||||||
Issuance of Common Stock | $ (3) | $ 0 | (29,190) | 0 | (29,193) | $ (8) | $ 0 | (8) | 0 | 0 | ||||||||
Issuance of Common stock - A360 (in shares) | 94,277 | 0 | ||||||||||||||||
Issuance of Common stock - A360 | $ 94 | $ 0 | 1,399,906 | 0 | 1,400,000 | |||||||||||||
Issuance of Common stock - DCO (in shares) | 2,223 | 0 | ||||||||||||||||
Issuance of Common stock - DCO | $ 2 | $ 0 | $ 29,998 | $ 0 | $ 30,000 | |||||||||||||
True up of fraction shares resulting from reverse split (in shares) | 1 | 0 | 0 | 0 | 0 | |||||||||||||
Balance (in shares) at Mar. 31, 2023 | 1,456,696 | 5,000,000 | ||||||||||||||||
Balance at Mar. 31, 2023 | $ 1,457 | $ 5,000 | $ 180,497,196 | $ (154,717,429) | $ 25,786,223 | |||||||||||||
Balance (in shares) at Sep. 30, 2023 | 2,960,573 | 5,000,000 | ||||||||||||||||
Balance at Sep. 30, 2023 | $ 2,961 | $ 5,000 | $ 0 | 183,387,095 | (174,363,772) | 9,031,284 | ||||||||||||
Issuance of stock (in shares) | 483 | 0 | ||||||||||||||||
Issuance of stock | $ 0 | $ 0 | 0 | 0 | ||||||||||||||
Issuance of Common stock | 0 | |||||||||||||||||
Issuance of options for share based compensation | 0 | 0 | $ 0 | 1,772 | 0 | 1,772 | ||||||||||||
Issuance of restricted stock for share based compensation | 0 | 0 | 0 | 689 | 0 | 689 | ||||||||||||
Preferred dividend declared, not paid | 0 | 0 | 0 | 0 | (1,000,501) | (1,000,501) | ||||||||||||
Net Loss | 0 | 0 | 0 | 0 | (996,501) | (996,501) | ||||||||||||
Issuance of Common Stock | $ 0 | $ 0 | 0 | 0 | ||||||||||||||
Balance (in shares) at Dec. 31, 2023 | 2,961,056 | 5,000,000 | ||||||||||||||||
Balance at Dec. 31, 2023 | $ 2,961 | $ 5,000 | 0 | 183,389,556 | (176,360,774) | 7,036,743 | ||||||||||||
Balance (in shares) at Sep. 30, 2023 | 2,960,573 | 5,000,000 | ||||||||||||||||
Balance at Sep. 30, 2023 | $ 2,961 | $ 5,000 | 0 | 183,387,095 | (174,363,772) | 9,031,284 | ||||||||||||
Net Loss | (4,007,065) | |||||||||||||||||
Balance (in shares) at Mar. 31, 2024 | 3,045,204 | 5,000,000 | ||||||||||||||||
Balance at Mar. 31, 2024 | $ 3,045 | $ 5,000 | (6,000) | 183,456,639 | (180,371,836) | 3,086,847 | ||||||||||||
Balance (in shares) at Dec. 31, 2023 | 2,961,056 | 5,000,000 | ||||||||||||||||
Balance at Dec. 31, 2023 | $ 2,961 | $ 5,000 | 0 | 183,389,556 | (176,360,774) | 7,036,743 | ||||||||||||
Issuance of stock (in shares) | 64,218 | 0 | 19,930 | 0 | ||||||||||||||
Issuance of stock | $ 64 | $ 0 | $ 0 | 49,936 | 0 | 50,000 | $ 20 | $ 0 | 0 | 15,763 | 0 | 15,783 | ||||||
Issuance of options for share based compensation | $ 0 | $ 0 | $ 0 | $ 1,080 | $ 0 | $ 1,080 | ||||||||||||
Issuance of restricted stock for share based compensation | 0 | 0 | 0 | 303 | 0 | 303 | ||||||||||||
Preferred dividend declared, not paid | 0 | 0 | 0 | 0 | (1,000,500) | (1,000,500) | ||||||||||||
Net Loss | 0 | 0 | 0 | 0 | (3,010,562) | (3,010,562) | ||||||||||||
Change in fair value of debt related to credit risk | 0 | 0 | (6,000) | 0 | 0 | (6,000) | ||||||||||||
Issuance of Common Stock | $ (64) | $ 0 | $ 0 | $ (49,936) | $ 0 | $ (50,000) | $ (20) | $ 0 | 0 | (15,763) | 0 | (15,783) | ||||||
Balance (in shares) at Mar. 31, 2024 | 3,045,204 | 5,000,000 | ||||||||||||||||
Balance at Mar. 31, 2024 | $ 3,045 | $ 5,000 | $ (6,000) | $ 183,456,639 | $ (180,371,836) | $ 3,086,847 |
Note 1 - Organization and Summa
Note 1 - Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES cbdMD, Inc. (“cbdMD”, “we”, “us”, “our”, or the “Company”) is a North Carolina corporation formed on March 17, 2015 November 2016 May 1, 2019 September 30. On December 20, 2018 ( two April 2019, five five The Company owns and operates the nationally recognized CBD (cannabidiol) brands cbdMD, Paw CBD as well as the functional mushroom brand ATRx. The Company sources cannabinoids, including CBD, which are extracted from non-GMO hemp grown on farms in the United States. CBD is a natural substance produced from the hemp plant. The products manufactured by and for the Company comply with the 2018 0.3% 2018 not On March 15, 2021 The accompanying unaudited interim condensed consolidated financial statements of cbdMD have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the 2023 10 2023 2023 10 Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries CBDI, Paw CBD, Proline and Therapeutics. All material intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The Company’s condensed consolidated financial statements have been prepared in accordance with US GAAP and requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying condensed consolidated financial statements include, but are not The Company continues to monitor macroeconomic conditions to remain flexible and to optimize and evolve its business as appropriate. Cash and Cash Equivalents For financial statements purposes, the Company considers all highly liquid investments with a maturity of less than three Accounts Receivable Accounts receivable are stated at cost less an allowance for credit losses, if applicable. Credit is extended to customers after an evaluation of the customer’s financial condition, and generally collateral is not March 31, 2024 September 30, 2023, Merchant Receivable and Reserve The Company primarily sells its products through the internet and has an arrangement to process customer payments with third 2 5 March 31, 2024 September 30, 2023, Inventory Inventory is stated at the lower of cost or net realizable value with cost being determined on a weighted average basis. The cost of inventory includes product cost, freight-in, and production fill and labor (portions of which we outsource to third Property and Equipment Property and equipment items are stated at cost less accumulated depreciation. Expenditures for routine maintenance and repairs are charged to operations as incurred. Depreciation is charged to expense over the estimated useful lives of the assets using the straight-line method. Generally, the useful lives are five three may not Fair Value Accounting The Company utilizes accounting standards for fair value, which include the definition of fair value, the framework for measuring fair value, and disclosures about fair value measurements. Fair value is a market-based measurement, not 1 2 3 Level 1 2 1 2 may 3 When the Company records an investment in marketable securities the carrying value is assigned at fair value. Any changes in fair value for marketable securities during a given period will be recorded as an unrealized gain or loss in the consolidated statement of operations. For investment other securities without a readily determinable fair value, the Company may Intangible Assets The Company's intangible assets consist of trademarks and other intellectual property, all of which were previously accounted for in accordance with Accounting Standards Codification (ASC) Topic 350, not 350 30 35 18. not not The Company now accounts for its trademarks in accordance with Accounting Standards Codification (ASC) Topic 360, 20 January 1, 2022 360, may not may not two 360, 360, July 2023, ASC360 July 2023. fourth 2023, fourth 2023. Contingent Liability A significant component of the purchase price consideration for the Company’s acquisition of Cure Based Development includes a fixed number of future shares to be issued as well as a variable number of future shares to be issued based upon the post-acquisition entity reaching certain specified future revenue targets, as further described in Note 6. Revenue Recognition Under ASC 606, Revenue from Contracts with Customers, five 606: Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The Company meets that obligation when it has shipped products which have been ordered to the customer. The Company has reviewed its various revenue streams for its other contracts under the five March 31, 2024 no Allocation of Transaction Price In the Company’s current business model, it does not Revenue Recognition The Company records revenue from the sale of its products when its customer obtains control, which is upon shipping (and is typically FOB shipping) which is when our performance obligation is met. Net sales are comprised of gross revenues less product returns, trade discounts and customer allowances, which include costs associated with off-invoice mark-downs and other price reductions, as well as trade promotions. These incentive costs are recognized at the later of the date on which the Company recognizes the related revenue or the date on which the Company offers the incentive. The Company currently offers a 60 Disaggregated Revenue The Company’s product revenue is generated primarily through two A description of the Company’s principal revenue generating activities are as follows: - E-commerce sales - consumer products sold through the Company’s online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of shipment; and - Wholesale sales - products sold to the Company’s wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms vary and can typically be 30 Contract liabilities represent unearned revenues and are presented as deferred revenue or customer deposits on the condensed consolidated balance sheets. Other than account receivable, Company has no March 31, 2024 The following tables represent a disaggregation of revenue by sales channel: Three Months Three Months Ended Ended March 31, March 31, 2024 % of total 2023 % of total E-commerce sales $ 3,625,719 82.8 % $ 4,889,860 78.4 % Wholesale sales 750,799 17.2 % 1,350,160 21.6 % Total Net Sales $ 4,376,518 100.0 % $ 6,240,020 100.0 % Six Months Six Months Ended Ended March 31, March 31, 2024 % of total 2023 % of total E-commerce sales $ 8,049,724 82.5 % $ 9,796,064 79.5 % Wholesale sales 1,702,199 17.5 % 2,529,173 20.5 % Total Net Sales $ 9,751,923 100.0 % $ 12,325,237 100.0 % Cost of Sales The Company’s cost of sales includes costs associated with distribution, fill and labor expense, components, manufacturing overhead, third Income Taxes The Company is a North Carolina corporation that is treated as a corporation for federal and state income tax purposes. As of October 1, 2019, March 15, 2021, The Company accounts for income taxes pursuant to the provisions of the Accounting for Income Taxes 740 not not Concentrations Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, and securities. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) covers $250,000 may March 31, 2024 September 30, 2023. Concentration of credit risk with respect to receivables is principally limited to trade receivables with corporate customers that meet specific credit policies. Management considers these customer receivables to represent normal business risk. The Company did not three six March 31, 2024 Stock-Based Compensation The Company accounts for its stock compensation under the ASC 718 10 30, Compensation - Stock Compensation may The Company uses the Black-Scholes model for measuring the fair value of options and warrants. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. The Company recognizes forfeitures when they occur. Earnings (Loss) Per Share The Company uses ASC 260 10, On February 16, 2023, one twenty one February 16, 2024. April 12, 2023, one forty April 24, 2023 ( Liquidity and Going Concern Considerations The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company experienced a loss of $4,007,065 for the six March 31, 2024, While the Company is taking strong action, believes in the viability of its strategy and path to profitability, and in its ability to raise additional funds, there can be no may not twelve twelve not may not Convertible Notes Effective February 1, 2024 ( January 30, 2024 ( five The Company elected the fair value option under ASC 825 Fair Value Measurements 12 New Accounting Standards The Company adopted ASU 2016 13 326 326 October 1, 2023. not |
Note 2 - Marketable Securities
Note 2 - Marketable Securities and Investment Other Securities | 6 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | NOTE 2 MARKETABLE SECURITIES AND INVESTMENT OTHER SECURITIES The Company has, from time to time, entered into contracts where a portion of the consideration provided by the counterparty in exchange for the Company’s services was common stock, options or warrants (an equity position). In these situations, upon invoicing the customer for the stock or other instruments, the Company recorded the receivable as accounts receivable other, and used the value of the stock or other instrument upon invoicing to determine the value. In determining fair value of marketable securities and investment other securities, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty credit risk in our assessment of fair value. The Company determines the fair value of marketable securities and investment other securities based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the fair value hierarchy distinguishes between observable and unobservable inputs. In September 2020, January 13, 2021, second June 22, 2022, December 2022, February 10, 2023, June 22, 2022. On April 7, 2022, September 30, 2023, 3 no In valuing both investments, the Company used the value paid, which was the price offered to all third |
Note 3 - Inventory
Note 3 - Inventory | 6 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | NOTE 3 Inventory at March 31, 2024 September 30, 2023 March 31, September 30, 2024 2023 Finished Goods $ 2,037,743 $ 2,782,680 Inventory Components 1,385,625 1,397,034 Inventory Reserve (249,363 ) (126,742 ) Inventory prepaid 277,794 182,675 Total Inventory $ 3,451,799 $ 4,235,647 Abnormal amounts of idle facility expense, freight, handling costs, scrap and wasted material (spoilage) are expensed in the period they are in incurred and no three March 31, 2024 |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 6 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 PROPERTY AND EQUIPMENT Major classes of property and equipment at March 31, 2024 September 30, 2023 March 31, September 30, 2024 2023 Computers, furniture and equipment $ 1,577,411 $ 1,392,776 Manufacturing equipment 284,275 284,275 Leasehold improvements 487,081 487,081 Automobiles - 11,087 2,348,767 2,175,219 Less accumulated depreciation (1,680,788 ) (1,458,640 ) Property and equipment, net $ 667,979 $ 716,579 Depreciation expense related to property and equipment was $117,750 and $102,390 for the three March 31, 2024 2023 |
Note 5 - Intangible Assets
Note 5 - Intangible Assets | 6 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 5 INTANGIBLE ASSETS Intangible Assets Intangible assets as of March 31, 2024 September 30, 2023 March 31, September 30, 2024 2023 Trademark related to cbdMD $ 21,585,000 $ 21,585,000 Trademark for HempMD 50,000 50,000 Technology Relief from Royalty related to DirectCBDOnline.com 667,844 667,844 Tradename related to DirectCBDOnline.com 749,567 749,567 Impairment of intangible assets (17,405,000 ) (17,504,000 ) Amortization of definite lived intangible assets (2,774,005 ) (2,329,321 ) Total $ 2,873,406 $ 3,219,090 Amortization expense related to definite lived intangible assets was $172,842 and $277,354 for the three March 31, 2024 2023 Future amortization of intangible assets as of March 31, 2024 For the year ended September 30, 2024 $ 345,684 2025 688,757 2026 660,040 2027 660,040 2028 496,223 Thereafter 22,662 Total future intangibles amortization $ 2,873,406 |
Note 6 - Contingent Considerati
Note 6 - Contingent Consideration | 6 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 6 CONTINGENT CONSIDERATION As consideration for the Mergers, described in Note 1, two five The contractual obligations and earn out provision are accounted for as a contingent liability and fair value is determined using Level 3 may The initial two second The Merger Agreement also provided that an additional 338,889 Earnout Shares would be issued as part of the consideration for the Mergers, upon the satisfaction of certain aggregate net revenue criteria by cbdMD within 60 months following the Closing Date as follows, as measured at four 12, 24, 42, 59 Aggregate Net Revenues Shares Issued/ Each $ of Aggregate Net Revenue Ratio $ 1 20,000,000 0.00423615 $ 20,000,001 60,000,000 0.002118075 $ 60,000,001 140,000,000 0.001059038 $ 140,000,001 300,000,000 0.000529519 An aggregate of 271,405 shares were issued over the initial three fourth July 1, 2022 November 2023. fourth December 31, 2023, January 11, 2024 no In December 2022, four December 31, 2024. September 30, 2023. |
Note 7 - Related Party Transact
Note 7 - Related Party Transactions | 6 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 7 RELATED PARTY TRANSACTIONS None. |
Note 8 - Shareholders' Equity
Note 8 - Shareholders' Equity | 6 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Equity [Text Block] | NOTE 8 SHAREHOLDERS EQUITY Preferred Stock – The Company is authorized to issue 50,000,000 shares of preferred stock, par value $0.001 per share. In October 2019, 8.0% 8.0% 480 Distinguishing Liabilities from Equity March 31, 2024 September 30, 2023. The total amount of preferred dividends declared and accrued were $1,000,500 and 2,001,000 for the three six March 31, 2024, three six March 31, 2023, Common Stock – The Company is authorized to issue 150,000,000 shares of common stock, par value $0.001 per share. There were 3,045,204 and 2,960,573 shares of common stock issued and outstanding at March 31, 2024 September 30, 2023, On March 2, 2023 180 . may 12 April 1, 2023. may may On April 12, 2023, Preferred stock transactions: The Company had no three six March 31, 2024 2023. Common stock transactions: In the six March 31, 2024 In January 2024, In January 2024, In the six March 31, 2023: In March 2023 , On February 1, 2023 , a360 "a360" a360 a360 no a360 December 30, 2023 . In January 2023 , 2021 In December 2022, December 2024. Stock option transactions: In the six March 31, 2024: The Company has no six December 31, 2024. In the six March 31, 2023: In February 2023, five 12 In January 2023 , five In December 2022, 3 five December 2024. The expected volatility rate for the Company's stock options was estimated based on a weighted average mix of the volatilities of the Company and a peer group of companies in similar industries. The expected term used was the full term of the contract for the issuances. The risk-free interest rate for periods within the contractual life of the option is based on U.S. Treasury securities. Management will continue to assess the assumptions and methodologies used to calculate estimated fair value of share-based compensation. Circumstances may may The following table summarizes the inputs used for the Black-Scholes pricing model on the options issued in the three March 31, 2024 2023 March 31, March 31, 2024 2023 Exercise price $ - $ 10.355 - 12.6060 Risk free interest rate 0.00 % 3.93% - 4.71 % Volatility 0.00 % 106.48% - 106.51 % Expected term (in years) - 2.5 - 4 Dividend yield None None Warrant Transactions: The Company has no three December 31, 2023. |
Note 9 - Stock Based Compensati
Note 9 - Stock Based Compensation | 6 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | NOTE 9 STOCK BASED COMPENSATION Equity Compensation Plan – On June 2, 2015, 2015 “2015 2015 2015 first October 2015 2016, one September no April 19, 2019, 2015 2015 On January 8, 2021, 2021 “2021 March 12, 2021. 2021 2021 2021 2021 October 1 2021 2022, September 30 The Company accounts for stock-based compensation using the provisions of ASC 718. 718 Eligible recipients include employees, officers, directors and consultants who are deemed to have rendered or to be able to render significant services to the Company or its subsidiaries and who are deemed to have contributed or to have the potential to contribute to the success of the Company. Options granted generally have a five ten one three Stock Options The Company currently has awards outstanding with service conditions and graded-vesting features. We recognize compensation cost on a straight-line basis over the requisite service period. The fair value of each time-based award is estimated on the date of grant using the Black-Scholes option valuation model. Our weighted-average assumptions used in the Black-Scholes valuation model for equity awards with time-based vesting provisions granted during the year. The following table summarizes stock option activity under both plans for the six March 31, 2024 Weighted-average remaining Aggregate Weighted-average contractual term intrinsic value Number of shares exercise price (in years) (in thousands) Outstanding at September 30, 2023 41,765 $ 144.43 3.65 $ - Granted - - - - Exercised - - - - Forfeited - - - - Outstanding at March 31, 2024 41,765 144.43 3.15 - Exercisable at March 31, 2024 40,098 $ 149.97 3.16 $ - As of March 31, 2024 Restricted Stock Award transactions: In the six March 31, 2024 The Company has no six March 31, 2024. In the six March 31, 2023: In February 2023, one fourth June 30, 2023, one September 30, 2023, one fourth December 31, 2023, one fourth March 31, 2024. In January 2023, In December 2022, December 2024. |
Note 10 - Warrants
Note 10 - Warrants | 6 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Warrants Disclosure [Text Block] | NOTE 10 Transactions involving the Company equity-classified warrants for the six March 31, 2024 2023 Weighted-average remaining Aggregate Weighted-average contractual term intrinsic value Number of shares exercise price (in years) (in thousands) Outstanding at September 30, 2023 50,309 $ 37.75 4.07 $ - Granted - - - - Exercised - - - - Forfeited - - - - Outstanding at March 31, 2024 50,309 37.75 3.57 - Exercisable at March 31, 2024 50,309 $ 37.75 - $ - The following table summarizes outstanding common stock purchase warrants as of March 31, 2024 Weighted-average Number of shares exercise price Expiration Exercisable at $337.5 per share 1,352 $ 337.50 May 2024 Exercisable at $176.06 per share 1,079 176.06 October 2024 Exercisable at $56.25 per share 822 56.25 January 2025 Exercisable at $2.52 per share 40,500 2.52 April 2028 Exercisable at $168.30 per share 3,357 168.30 December 2025 Exercisable at $168.75 per share 3,199 168.75 June 2026 50,309 $ 37.75 |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11 COMMITMENTS AND CONTINGENCIES In May 2019, November 4, 2022, November 2022. No one Commencing August 2019 8845 July11, 2019 December 2026 ( September 2023. March 20, 2024 March 14, 2024, March 14, 2024, July 31, 2024 ( four February 27, 2024. may |
Note 12 - Note Payable
Note 12 - Note Payable | 6 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 12 NOTE PAYABLE In January 2020, December 31, 2023, Effective February 1, 2024 ( January 30, 2024 ( five Each Note bears interest of 8% per annum and matures on July 30, 2025. 30 60 90 120 180 Furthermore, at any time after the issuance of the Note, the Company may, 125% not five 100% Upon the occurrence of any Event of Default (as defined in the Note), the Interest rate shall automatically be increased to the lesser of 22% per annum or the highest amount permitted by law. In the event that such Event of Default is subsequently cured (and no In addition, upon the occurrence of Event of Default, which has not The Note provides that the Investor will not 13 16 1934, 4.99% 9.99% 61st no 9.99%. The Notes are secured by a first The Company elected the fair value option under ASC 825 Fair Value Measurements The overall change in fair value of the Notes during the quarter ended March 31, 2024 March 31, 2024, |
Note 13 - Leases
Note 13 - Leases | 6 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | NOTE 13 LEASES The Company has lease agreements for its corporate offices and warehouse with lease periods expiring between 2024 2026. 842 not 11 Right-of-use lease assets and corresponding lease liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term. Since the interest rate implicit in our lease arrangements is not may In addition to the monthly base amounts in the lease agreements, the Company is required to pay real estate taxes, insurance and common area maintenance expenses during the lease terms. Lease costs on operating leases are recognized on a straight-line basis over the lease term and included as a selling, general and administrative expense in the condensed consolidated statements of operations. Components of operating lease costs are summarized as follows: Three Months Six Months Ended Ended March 31, March 31, 2024 2024 Total Operating Lease Costs $ 332,124 $ 664,249 Supplemental cash flow information related to operating leases is summarized as follows: Three Months Six Months Ended Ended March 31, March 31, 2024 2024 Cash paid for amounts included in the measurement of operating lease liabilities $ 355,239 $ 708,565 As of March 31, 2024 of 2.56 years and a weighted average discount rate of 4.66%. Future minimum aggregate lease payments under operating leases as of March 31, 2024 For the year ended December 31, 2024 $ 713,045 2025 1,159,949 2026 1,092,297 Thereafter 280,565 Total future lease payments 3,245,856 Less interest (194,372 ) Total lease liabilities $ 3,051,484 |
Note 14 - Loss Per Share
Note 14 - Loss Per Share | 6 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 14 LOSS PER SHARE The following table sets forth the computation of basic and diluted earnings per share for the following periods: Three Months Ended Six Months Ended March 31, March 31, March 31, March 31, 2024 2023 2024 2023 Basic and diluted: Net loss continuing operations $ (3,010,562 ) $ (1,336,802 ) $ (4,007,065 ) $ (5,292,864 ) Preferred dividends paid 1,000,500 1,000,500 2,001,000 2,001,002 Net loss attributable to cbdMD Inc. common shareholders (4,011,062 ) (2,337,302 ) (6,008,065 ) (7,293,866 ) Shares used in computing basic and diluted earnings per share 2,961,057 1,345,589 2,961,000 1,343,394 Loss per share Basic Basic and diluted earnings per share $ (1.35 ) $ (1.74 ) $ (2.03 ) $ (5.43 ) At March 31, 2024 |
Note 15 - Income Taxes
Note 15 - Income Taxes | 6 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 15 INCOME TAXES On November 17, 2017, 382 October 2, 2018, May 16, 2019, October 16, 2019, January 14, 2020, 382 On December 20, 2018, two 1 The Company has a valuation allowance against the net deferred tax assets, with the exception of the deferred tax liabilities that result from indefinite-life intangibles (“naked credits”). The Company has determined that using the general methodology for calculating income taxes during an interim period for the quarters ending December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2023 not not March 31, 2024 |
Note 16 - Subsequent Events
Note 16 - Subsequent Events | 6 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 16 SUBSEQUENT EVENTS Since March 31, 2024 [823,878] On April 1, 2024, five 12 four June 30, 2024. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Mar. 31, 2024 | Mar. 31, 2024 | |
Insider Trading Arr Line Items | ||
Material Terms of Trading Arrangement [Text Block] | 5. OTHER The Auditor Firm ID for our external auditors, Cherry Bekaert LLP, is 677. | |
Rule 10b5-1 Arrangement Adopted [Flag] | false | |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false | |
Rule 10b5-1 Arrangement Terminated [Flag] | false | |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries CBDI, Paw CBD, Proline and Therapeutics. All material intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The Company’s condensed consolidated financial statements have been prepared in accordance with US GAAP and requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying condensed consolidated financial statements include, but are not The Company continues to monitor macroeconomic conditions to remain flexible and to optimize and evolve its business as appropriate. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents For financial statements purposes, the Company considers all highly liquid investments with a maturity of less than three |
Accounts Receivable [Policy Text Block] | Accounts Receivable Accounts receivable are stated at cost less an allowance for credit losses, if applicable. Credit is extended to customers after an evaluation of the customer’s financial condition, and generally collateral is not March 31, 2024 September 30, 2023, |
Merchant Receivable and Reserve [Policy Text Block] | Merchant Receivable and Reserve The Company primarily sells its products through the internet and has an arrangement to process customer payments with third 2 5 March 31, 2024 September 30, 2023, |
Inventory, Policy [Policy Text Block] | Inventory Inventory is stated at the lower of cost or net realizable value with cost being determined on a weighted average basis. The cost of inventory includes product cost, freight-in, and production fill and labor (portions of which we outsource to third |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment items are stated at cost less accumulated depreciation. Expenditures for routine maintenance and repairs are charged to operations as incurred. Depreciation is charged to expense over the estimated useful lives of the assets using the straight-line method. Generally, the useful lives are five three may not |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Accounting The Company utilizes accounting standards for fair value, which include the definition of fair value, the framework for measuring fair value, and disclosures about fair value measurements. Fair value is a market-based measurement, not 1 2 3 Level 1 2 1 2 may 3 When the Company records an investment in marketable securities the carrying value is assigned at fair value. Any changes in fair value for marketable securities during a given period will be recorded as an unrealized gain or loss in the consolidated statement of operations. For investment other securities without a readily determinable fair value, the Company may |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets The Company's intangible assets consist of trademarks and other intellectual property, all of which were previously accounted for in accordance with Accounting Standards Codification (ASC) Topic 350, not 350 30 35 18. not not The Company now accounts for its trademarks in accordance with Accounting Standards Codification (ASC) Topic 360, 20 January 1, 2022 360, may not may not two 360, 360, July 2023, ASC360 July 2023. fourth 2023, fourth 2023. |
Business Combinations Policy [Policy Text Block] | Contingent Liability A significant component of the purchase price consideration for the Company’s acquisition of Cure Based Development includes a fixed number of future shares to be issued as well as a variable number of future shares to be issued based upon the post-acquisition entity reaching certain specified future revenue targets, as further described in Note 6. |
Revenue [Policy Text Block] | Revenue Recognition Under ASC 606, Revenue from Contracts with Customers, five 606: Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The Company meets that obligation when it has shipped products which have been ordered to the customer. The Company has reviewed its various revenue streams for its other contracts under the five March 31, 2024 no Allocation of Transaction Price In the Company’s current business model, it does not Revenue Recognition The Company records revenue from the sale of its products when its customer obtains control, which is upon shipping (and is typically FOB shipping) which is when our performance obligation is met. Net sales are comprised of gross revenues less product returns, trade discounts and customer allowances, which include costs associated with off-invoice mark-downs and other price reductions, as well as trade promotions. These incentive costs are recognized at the later of the date on which the Company recognizes the related revenue or the date on which the Company offers the incentive. The Company currently offers a 60 Disaggregated Revenue The Company’s product revenue is generated primarily through two A description of the Company’s principal revenue generating activities are as follows: - E-commerce sales - consumer products sold through the Company’s online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of shipment; and - Wholesale sales - products sold to the Company’s wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms vary and can typically be 30 Contract liabilities represent unearned revenues and are presented as deferred revenue or customer deposits on the condensed consolidated balance sheets. Other than account receivable, Company has no March 31, 2024 The following tables represent a disaggregation of revenue by sales channel: Three Months Three Months Ended Ended March 31, March 31, 2024 % of total 2023 % of total E-commerce sales $ 3,625,719 82.8 % $ 4,889,860 78.4 % Wholesale sales 750,799 17.2 % 1,350,160 21.6 % Total Net Sales $ 4,376,518 100.0 % $ 6,240,020 100.0 % Six Months Six Months Ended Ended March 31, March 31, 2024 % of total 2023 % of total E-commerce sales $ 8,049,724 82.5 % $ 9,796,064 79.5 % Wholesale sales 1,702,199 17.5 % 2,529,173 20.5 % Total Net Sales $ 9,751,923 100.0 % $ 12,325,237 100.0 % |
Cost of Goods and Service [Policy Text Block] | Cost of Sales The Company’s cost of sales includes costs associated with distribution, fill and labor expense, components, manufacturing overhead, third |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company is a North Carolina corporation that is treated as a corporation for federal and state income tax purposes. As of October 1, 2019, March 15, 2021, The Company accounts for income taxes pursuant to the provisions of the Accounting for Income Taxes 740 not not |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, and securities. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) covers $250,000 may March 31, 2024 September 30, 2023. Concentration of credit risk with respect to receivables is principally limited to trade receivables with corporate customers that meet specific credit policies. Management considers these customer receivables to represent normal business risk. The Company did not three six March 31, 2024 |
Share-Based Payment Arrangement [Policy Text Block] | Stock-Based Compensation The Company accounts for its stock compensation under the ASC 718 10 30, Compensation - Stock Compensation may The Company uses the Black-Scholes model for measuring the fair value of options and warrants. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. The Company recognizes forfeitures when they occur. |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Share The Company uses ASC 260 10, On February 16, 2023, one twenty one February 16, 2024. April 12, 2023, one forty April 24, 2023 ( |
Liquidity and Going Concern Considerations, Policy [Policy Text Block] | Liquidity and Going Concern Considerations The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company experienced a loss of $4,007,065 for the six March 31, 2024, While the Company is taking strong action, believes in the viability of its strategy and path to profitability, and in its ability to raise additional funds, there can be no may not twelve twelve not may not |
Debt, Policy [Policy Text Block] | Convertible Notes Effective February 1, 2024 ( January 30, 2024 ( five The Company elected the fair value option under ASC 825 Fair Value Measurements 12 |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Standards The Company adopted ASU 2016 13 326 326 October 1, 2023. not |
Note 1 - Organization and Sum_2
Note 1 - Organization and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Three Months Ended Ended March 31, March 31, 2024 % of total 2023 % of total E-commerce sales $ 3,625,719 82.8 % $ 4,889,860 78.4 % Wholesale sales 750,799 17.2 % 1,350,160 21.6 % Total Net Sales $ 4,376,518 100.0 % $ 6,240,020 100.0 % Six Months Six Months Ended Ended March 31, March 31, 2024 % of total 2023 % of total E-commerce sales $ 8,049,724 82.5 % $ 9,796,064 79.5 % Wholesale sales 1,702,199 17.5 % 2,529,173 20.5 % Total Net Sales $ 9,751,923 100.0 % $ 12,325,237 100.0 % |
Note 3 - Inventory (Tables)
Note 3 - Inventory (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | March 31, September 30, 2024 2023 Finished Goods $ 2,037,743 $ 2,782,680 Inventory Components 1,385,625 1,397,034 Inventory Reserve (249,363 ) (126,742 ) Inventory prepaid 277,794 182,675 Total Inventory $ 3,451,799 $ 4,235,647 |
Note 4 - Property and Equipme_2
Note 4 - Property and Equipment (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | March 31, September 30, 2024 2023 Computers, furniture and equipment $ 1,577,411 $ 1,392,776 Manufacturing equipment 284,275 284,275 Leasehold improvements 487,081 487,081 Automobiles - 11,087 2,348,767 2,175,219 Less accumulated depreciation (1,680,788 ) (1,458,640 ) Property and equipment, net $ 667,979 $ 716,579 |
Note 5 - Intangible Assets (Tab
Note 5 - Intangible Assets (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | March 31, September 30, 2024 2023 Trademark related to cbdMD $ 21,585,000 $ 21,585,000 Trademark for HempMD 50,000 50,000 Technology Relief from Royalty related to DirectCBDOnline.com 667,844 667,844 Tradename related to DirectCBDOnline.com 749,567 749,567 Impairment of intangible assets (17,405,000 ) (17,504,000 ) Amortization of definite lived intangible assets (2,774,005 ) (2,329,321 ) Total $ 2,873,406 $ 3,219,090 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | For the year ended September 30, 2024 $ 345,684 2025 688,757 2026 660,040 2027 660,040 2028 496,223 Thereafter 22,662 Total future intangibles amortization $ 2,873,406 |
Note 6 - Contingent Considera_2
Note 6 - Contingent Consideration (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | Aggregate Net Revenues Shares Issued/ Each $ of Aggregate Net Revenue Ratio $ 1 20,000,000 0.00423615 $ 20,000,001 60,000,000 0.002118075 $ 60,000,001 140,000,000 0.001059038 $ 140,000,001 300,000,000 0.000529519 |
Note 8 - Shareholders' Equity (
Note 8 - Shareholders' Equity (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | March 31, March 31, 2024 2023 Exercise price $ - $ 10.355 - 12.6060 Risk free interest rate 0.00 % 3.93% - 4.71 % Volatility 0.00 % 106.48% - 106.51 % Expected term (in years) - 2.5 - 4 Dividend yield None None |
Note 9 - Stock Based Compensa_2
Note 9 - Stock Based Compensation (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Weighted-average remaining Aggregate Weighted-average contractual term intrinsic value Number of shares exercise price (in years) (in thousands) Outstanding at September 30, 2023 41,765 $ 144.43 3.65 $ - Granted - - - - Exercised - - - - Forfeited - - - - Outstanding at March 31, 2024 41,765 144.43 3.15 - Exercisable at March 31, 2024 40,098 $ 149.97 3.16 $ - |
Note 10 - Warrants (Tables)
Note 10 - Warrants (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Common Stock Purchase Warrants [Member] | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted-average Number of shares exercise price Expiration Exercisable at $337.5 per share 1,352 $ 337.50 May 2024 Exercisable at $176.06 per share 1,079 176.06 October 2024 Exercisable at $56.25 per share 822 56.25 January 2025 Exercisable at $2.52 per share 40,500 2.52 April 2028 Exercisable at $168.30 per share 3,357 168.30 December 2025 Exercisable at $168.75 per share 3,199 168.75 June 2026 50,309 $ 37.75 |
Equity Classified Warrants [Member] | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted-average remaining Aggregate Weighted-average contractual term intrinsic value Number of shares exercise price (in years) (in thousands) Outstanding at September 30, 2023 50,309 $ 37.75 4.07 $ - Granted - - - - Exercised - - - - Forfeited - - - - Outstanding at March 31, 2024 50,309 37.75 3.57 - Exercisable at March 31, 2024 50,309 $ 37.75 - $ - |
Note 13 - Leases (Tables)
Note 13 - Leases (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Three Months Six Months Ended Ended March 31, March 31, 2024 2024 Total Operating Lease Costs $ 332,124 $ 664,249 Three Months Six Months Ended Ended March 31, March 31, 2024 2024 Cash paid for amounts included in the measurement of operating lease liabilities $ 355,239 $ 708,565 |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | For the year ended December 31, 2024 $ 713,045 2025 1,159,949 2026 1,092,297 Thereafter 280,565 Total future lease payments 3,245,856 Less interest (194,372 ) Total lease liabilities $ 3,051,484 |
Note 14 - Loss Per Share (Table
Note 14 - Loss Per Share (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Six Months Ended March 31, March 31, March 31, March 31, 2024 2023 2024 2023 Basic and diluted: Net loss continuing operations $ (3,010,562 ) $ (1,336,802 ) $ (4,007,065 ) $ (5,292,864 ) Preferred dividends paid 1,000,500 1,000,500 2,001,000 2,001,002 Net loss attributable to cbdMD Inc. common shareholders (4,011,062 ) (2,337,302 ) (6,008,065 ) (7,293,866 ) Shares used in computing basic and diluted earnings per share 2,961,057 1,345,589 2,961,000 1,343,394 Loss per share Basic Basic and diluted earnings per share $ (1.35 ) $ (1.74 ) $ (2.03 ) $ (5.43 ) |
Note 1 - Organization and Sum_3
Note 1 - Organization and Summary of Significant Accounting Policies (Details Textual) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||||
Jan. 30, 2024 USD ($) | Feb. 16, 2023 | Apr. 30, 2019 shares | Nov. 30, 2023 shares | Apr. 30, 2019 shares | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2022 shares | Sep. 30, 2023 USD ($) | Apr. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss | $ 179,419 | $ 179,419 | $ 42,180 | |||||||||||
MerchantProcessingFee | 2.50% | 2.50% | ||||||||||||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 868,217 | $ 868,217 | 1,216,090 | |||||||||||
Revenue, Remaining Performance Obligation, Amount | 0 | 0 | ||||||||||||
Contract with Customer, Asset, after Allowance for Credit Loss, Total | 0 | 0 | ||||||||||||
Cash, Uninsured Amount | 1,300,000 | 1,300,000 | 1,200,000 | |||||||||||
Net Income (Loss) Attributable to Parent | (3,010,562) | $ (996,501) | $ (1,336,802) | $ (3,956,062) | (4,007,065) | $ (5,292,864) | ||||||||
Working Capital | $ (203,308) | $ (203,308) | ||||||||||||
Investors 8% Senior Secured Original Issue 20% Discount Convertible Promissory Note [Member] | ||||||||||||||
Proceeds from Convertible Debt | $ 1,250,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||||||||||
Debt Instrument Discounted Percentage | 20% | |||||||||||||
Debt Instrument, Face Amount | $ 1,541,666 | |||||||||||||
Reverse Stock Split [Member] | ||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 45 | |||||||||||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||||||||||||
Number of Major Customers | 0 | 0 | ||||||||||||
cbdMD and directCBDonline Trademarks [Member] | ||||||||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 5 years | 5 years | ||||||||||||
Trademark Related to Hemp MD [Member] | ||||||||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 10 years | 10 years | ||||||||||||
Manufacturing Equipment [Member] | ||||||||||||||
Property, Plant and Equipment, Useful Life (Year) | 5 years | 5 years | ||||||||||||
Software [Member] | ||||||||||||||
Property, Plant and Equipment, Useful Life (Year) | 3 years | 3 years | ||||||||||||
Waiting Period [Member] | ||||||||||||||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 498,096 | $ 498,096 | $ 585,345 | |||||||||||
Maximum [Member] | ||||||||||||||
MerchantProcessingFee | 5% | 5% | ||||||||||||
Maximum [Member] | Reverse Stock Split [Member] | ||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 50 | |||||||||||||
Minimum [Member] | Reverse Stock Split [Member] | ||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 20 | |||||||||||||
Cure Based Development, Llc [Member] | Common Stock [Member] | ||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 338,889 | 271,405 | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Vesting Period (Year) | 5 years | |||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Additional Earnout Shares (in shares) | shares | 19,818 | 338,889 | ||||||||||||
Cure Based Development, Llc [Member] | Unregistered Common Stock [Member] | ||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 194,445 | 194,445 | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Vesting Period (Year) | 5 years | 5 years | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Additional Earnout Shares (in shares) | shares | 338,889 |
Note 1 - Organization and Sum_4
Note 1 - Organization and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues, Total | $ 4,376,518 | $ 6,240,020 | $ 9,751,923 | $ 12,325,237 |
Sales Channel [Member] | Revenue Benchmark [Member] | ||||
Concentration Risk, Percentage | 100% | 100% | 100% | 100% |
Sales Channel, Directly to Consumer [Member] | ||||
Revenues, Total | $ 3,625,719 | $ 4,889,860 | $ 8,049,724 | $ 9,796,064 |
Sales Channel, Directly to Consumer [Member] | Sales Channel [Member] | Revenue Benchmark [Member] | ||||
Concentration Risk, Percentage | 82.80% | 78.40% | 82.50% | 79.50% |
Sales Channel, Through Intermediary [Member] | ||||
Revenues, Total | $ 750,799 | $ 1,350,160 | $ 1,702,199 | $ 2,529,173 |
Sales Channel, Through Intermediary [Member] | Sales Channel [Member] | Revenue Benchmark [Member] | ||||
Concentration Risk, Percentage | 17.20% | 21.60% | 17.50% | 20.50% |
Note 2 - Marketable Securitie_2
Note 2 - Marketable Securities and Investment Other Securities (Details Textual) - USD ($) | 1 Months Ended | ||||
Sep. 30, 2023 | Jun. 22, 2022 | Apr. 07, 2022 | Sep. 30, 2020 | Jan. 13, 2021 | |
Steady State, LLC [Member] | |||||
Equipment Sold Value | $ 1,800,000 | ||||
Investments, Total | $ 1,400,000 | ||||
Equity Method Investment, Other than Temporary Impairment | $ 700,000 | ||||
Adara Sponser L L C [Member] | |||||
Payments to Acquire Additional Interest in Subsidiaries | $ 250,000 | ||||
Common Stock, Value, Subscriptions | $ 750,000 | ||||
Proceeds from Equity Method Investment, Distribution, Return of Capital | $ 1,000,000 |
Note 3 - Inventory - Schedule o
Note 3 - Inventory - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Finished Goods | $ 2,037,743 | $ 2,782,680 |
Inventory Components | 1,385,625 | 1,397,034 |
Inventory Reserve | (249,363) | (126,742) |
Inventory prepaid | 277,794 | 182,675 |
Total Inventory | $ 3,451,799 | $ 4,235,647 |
Note 4 - Property and Equipme_3
Note 4 - Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Depreciation, Excluding Lessor Asset under Operating Lease | $ 117,750 | $ 102,390 |
Note 4 - Property and Equipme_4
Note 4 - Property and Equipment - Major Classes of Property and Equipment (Details) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Property and equipment, gross | $ 2,348,767 | $ 2,175,219 |
Less accumulated depreciation | (1,680,788) | (1,458,640) |
Property and equipment, net | 667,979 | 716,579 |
Computers, Furniture, and Equipment [Member] | ||
Property and equipment, gross | 1,577,411 | 1,392,776 |
Manufacturing Equipment [Member] | ||
Property and equipment, gross | 284,275 | 284,275 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 487,081 | 487,081 |
Automobiles [Member] | ||
Property and equipment, gross | $ 0 | $ 11,087 |
Note 5 - Intangible Assets (Det
Note 5 - Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Amortization of Intangible Assets | $ 345,684 | $ 554,709 | ||
Trademarks [Member] | ||||
Amortization of Intangible Assets | $ 172,842 | $ 277,354 |
Note 5 - Intangible Assets - Sc
Note 5 - Intangible Assets - Schedule of Intangible Assets and Goodwill (Details) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Impairment of intangible assets | $ (17,405,000) | $ (17,504,000) |
Amortization of definite lived intangible assets | (2,774,005) | (2,329,321) |
Intangible Assets, Net (Excluding Goodwill), Total | 2,873,406 | 3,219,090 |
Technology Relief From Royalty Related To Direct C B D Online Com Member | ||
Definite lived intangible assets | 667,844 | 667,844 |
Tradename Related To Direct C B D Online Com Member | ||
Definite lived intangible assets | 749,567 | 749,567 |
Trademark Related to cbdMD [Member] | ||
Indefinite lived trademark | 21,585,000 | 21,585,000 |
Trademark Related to Hemp MD [Member] | ||
Indefinite lived trademark | $ 50,000 | $ 50,000 |
Note 5 - Intangible Assets - Fu
Note 5 - Intangible Assets - Future Amortization of Intangible Assets (Details) | Mar. 31, 2024 USD ($) |
2024 | $ 345,684 |
2025 | 688,757 |
2026 | 660,040 |
2027 | 660,040 |
2028 | 496,223 |
Thereafter | 22,662 |
Total future intangibles amortization | $ 2,873,406 |
Note 6 - Contingent Considera_3
Note 6 - Contingent Consideration (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2019 | Dec. 20, 2018 | Nov. 30, 2023 | Dec. 31, 2022 | Apr. 30, 2019 | Dec. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Apr. 30, 2022 | |
Share-Based Payment Arrangement, Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Maximum Number of Shares Per Employee (in shares) | 556 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Maximum Number of Shares Per Employee (in shares) | 556 | ||||||||
Employee Stock Options and Restricted Stock Units (RSUs) [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Minimum Consumer Revenue Required | $ 45,000 | ||||||||
Employee-related Liabilities, Total | $ 0 | ||||||||
Cure Based Development, Llc [Member] | Common Stock [Member] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 338,889 | 271,405 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Vesting Period (Year) | 5 years | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Additional Earnout Shares (in shares) | 19,818 | 338,889 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Additional Earnout Shares, Expiration (Month) | 60 months | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Aggregate Net Revenue Criteria | $ 35,800 | ||||||||
Cure Based Development, Llc [Member] | Registered Common Stock [Member] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 144,445 | ||||||||
Cure Based Development, Llc [Member] | Unregistered Common Stock 2 [Member] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 194,945 | ||||||||
Cure Based Development, Llc [Member] | Unregistered Common Stock [Member] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 194,445 | 194,445 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Vesting Period (Year) | 5 years | 5 years | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Additional Earnout Shares (in shares) | 338,889 |
Note 6 - Contingent Considera_4
Note 6 - Contingent Consideration - Contingent Liability (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Earnout Shares for Revenue Between $1 and $20,000,000 [Member] | |
Business Acquisition, Contingent Consideration, Shares Issued Per Aggregate Net Revenue Ratio | 0.00423615 |
Earnout Shares for Revenue Between $20,000,001 and $60,000,000 [Member] | |
Business Acquisition, Contingent Consideration, Shares Issued Per Aggregate Net Revenue Ratio | 0.002118075 |
Earnout Shares for Revenue Between $60,000,001 and $140,000,000 [Member] | |
Business Acquisition, Contingent Consideration, Shares Issued Per Aggregate Net Revenue Ratio | 0.001059038 |
Earnout Shares for Revenue Between $140,000,001 and $300,000,000 [Member] | |
Business Acquisition, Contingent Consideration, Shares Issued Per Aggregate Net Revenue Ratio | 0.000529519 |
Note 6 - Contingent Considera_5
Note 6 - Contingent Consideration - Contingent Liability (Details) (Parentheticals) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Earnout Shares for Revenue Between $1 and $20,000,000 [Member] | Minimum [Member] | |
Aggregate net revenue | $ 1 |
Earnout Shares for Revenue Between $1 and $20,000,000 [Member] | Maximum [Member] | |
Aggregate net revenue | 20,000,000 |
Earnout Shares for Revenue Between $20,000,001 and $60,000,000 [Member] | Minimum [Member] | |
Aggregate net revenue | 20,000,001 |
Earnout Shares for Revenue Between $20,000,001 and $60,000,000 [Member] | Maximum [Member] | |
Aggregate net revenue | 60,000,000 |
Earnout Shares for Revenue Between $60,000,001 and $140,000,000 [Member] | Minimum [Member] | |
Aggregate net revenue | 60,000,001 |
Earnout Shares for Revenue Between $60,000,001 and $140,000,000 [Member] | Maximum [Member] | |
Aggregate net revenue | 140,000,000 |
Earnout Shares for Revenue Between $140,000,001 and $300,000,000 [Member] | Minimum [Member] | |
Aggregate net revenue | 140,000,001 |
Earnout Shares for Revenue Between $140,000,001 and $300,000,000 [Member] | Maximum [Member] | |
Aggregate net revenue | $ 300,000,000 |
Note 8 - Shareholders' Equity_2
Note 8 - Shareholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Feb. 13, 2024 | Apr. 24, 2023 | Mar. 02, 2023 | Feb. 02, 2023 | Oct. 16, 2019 | Jan. 31, 2024 | Feb. 28, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2019 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 01, 2023 | Feb. 01, 2023 | |
Preferred Stock, Shares Authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Preferred Stock, Shares Issued (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||
Common Stock, Shares Authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | |||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Common Stock, Shares, Issued (in shares) | 3,045,204 | 3,045,204 | 2,960,573 | |||||||||||||||
Stock Issued During Period, Shares, Reverse Stock Splits (in shares) | 39,455 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | |||||||||||||||||
Common Stock, Shares, Outstanding (in shares) | 3,045,204 | 3,045,204 | 2,960,573 | |||||||||||||||
Board of Directors [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 2,667 | |||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Board of Directors [Member] | ||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 21,120 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share) | $ 12.6 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |||||||||||||||||
Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 2,334 | 2,222 | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 15,225 | |||||||||||||||||
Share-Based Payment Arrangement, Employee [Member] | Vesting Annually Over Three Years [Member] | ||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 13,150 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 1,666 | |||||||||||||||||
Share-Based Payment Arrangement, Employee [Member] | Vest Upon Achieving Certain Revenue Performance [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 556 | |||||||||||||||||
Share-Based Payment Arrangement, Employee [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 3,889 | 1,112 | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 556 | |||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 6,250 | |||||||||||||||||
Share-Based Payment Arrangement, Employee [Member] | Restricted Stock Units (RSUs) [Member] | Vest Based on Certain Performance Hurdles Prior to December 2024 [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 556 | |||||||||||||||||
Share-Based Payment Arrangement, Employee [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share) | $ 10.53 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |||||||||||||||||
Share-Based Payment Arrangement, Employee [Member] | Share-Based Payment Arrangement, Option [Member] | Vesting Annually Over Three Years [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share) | $ 11.25 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |||||||||||||||||
Cure Based Development, Llc [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 19,818 | |||||||||||||||||
Keystone [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 180,955 | 64,218 | ||||||||||||||||
a360 Media, LLC [Member] | Advertising Placement Agreement [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 134,681 | |||||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 14.85 | |||||||||||||||||
Agreement for Advertising Placement, Credit for Media Support and Advertising Placement | $ 2,000,000 | |||||||||||||||||
Percentage of Shares Fully Vested | 70% | |||||||||||||||||
Percentage of Shares Vest Upon Each Advertising Placement | 15% | |||||||||||||||||
Percentage of Shares Vest Provided No Restrictions in Product Categories | 15% | |||||||||||||||||
Twenty Two Capital [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 2,223 | |||||||||||||||||
Series A Cumulative Convertible Preferred Stock [Member] | ||||||||||||||||||
Preferred Stock, Shares Authorized (in shares) | 5,000,000 | |||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 8% | 8% | 8% | 8% | ||||||||||||||
Preferred Stock, Shares Issued (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||
Dividends, Cash | $ 1,000,500 | $ 1,000,500 | $ 2,001,000 | $ 2,001,502 | ||||||||||||||
Commitment Shares [Member] | Keystone [Member] | ||||||||||||||||||
Purchase Commitment, Maximum Shares Commitment (in shares) | 281,934 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 2,616 | |||||||||||||||||
Share Number, Stock Issuable (in shares) | 6,104 | |||||||||||||||||
Number of Shares Registered for Resale (in shares) | 281,934 |
Note 8 - Shareholders' Equity -
Note 8 - Shareholders' Equity - Fair Value Assumptions of Stock Options (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Risk free interest rate | 0% | |
Volatility | 0% | |
Minimum [Member] | ||
Exercise price (in dollars per share) | $ 10.355 | |
Risk free interest rate | 3.93% | |
Volatility | 106.48% | |
Expected term (in years) (Year) | 2 years 6 months | |
Maximum [Member] | ||
Exercise price (in dollars per share) | $ 12.606 | |
Risk free interest rate | 4.71% | |
Volatility | 106.51% | |
Expected term (in years) (Year) | 4 years |
Note 9 - Stock Based Compensa_3
Note 9 - Stock Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||
Apr. 19, 2019 | Feb. 28, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Jan. 08, 2021 | Jun. 02, 2015 | |
Share-Based Payment Arrangement, Option [Member] | ||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 5,005 | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 2 months 12 days | |||||||
Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |||||||
Share-Based Payment Arrangement, Option [Member] | Board of Directors [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |||||||
Share-Based Payment Arrangement, Expense | $ 21,120 | |||||||
Restricted Stock [Member] | Board of Directors [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 445 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Granted in Period, Fair Value | $ 5,660 | |||||||
Restricted Stock [Member] | Board of Directors [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 0.25% | |||||||
Restricted Stock [Member] | Board of Directors [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 0.25% | |||||||
Restricted Stock [Member] | Board of Directors [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 0.25% | |||||||
Restricted Stock [Member] | Board of Directors [Member] | Share-Based Payment Arrangement, Tranche Four [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 0.25% | |||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 3,889 | 1,112 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Granted in Period, Fair Value | $ 40,950 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 556 | |||||||
Share-Based Payment Arrangement, Expense | $ 6,250 | |||||||
Restricted Stock Units (RSUs) [Member] | Vest Based on Certain Performance Hurdles Prior to December 2024 [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 556 | |||||||
Maximum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||||
Minimum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||
The 2015 Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 26,112 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Annual Increase of Shares Authorized, Percentage | 1% | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized (in shares) | 45,445 | |||||||
The 2015 Plan [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Annual Increase of Shares Authorized, Shares (in shares) | 2,223 | |||||||
The 2021 Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 111,112 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Annual Increase of Shares Authorized, Percentage | 1% | |||||||
The 2021 Plan [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Annual Increase of Shares Authorized, Shares (in shares) | 5,556 |
Note 9 - Stock Based Compensa_4
Note 9 - Stock Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Sep. 30, 2023 | |
Outstanding (in shares) | 41,765 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 144.43 | |
Outstanding, weighted average remaining contractual term (Year) | 3 years 1 month 24 days | 3 years 7 months 24 days |
Granted (in shares) | 0 | |
Granted, weighted average exercise price (in dollars per share) | $ 0 | |
Exercised (in shares) | 0 | |
Exercised, weighted average exercise price (in dollars per share) | $ 0 | |
Forfeited (in shares) | 0 | |
Forfeited, weighted average exercise price (in dollars per share) | $ 0 | |
Outstanding (in shares) | 41,765 | 41,765 |
Outstanding, weighted average exercise price (in dollars per share) | $ 144.43 | $ 144.43 |
Exercisable (in shares) | 40,098 | |
Exercisable, weighted average exercise price (in dollars per share) | $ 149.97 | |
Exercisable at September 30, 2022 (Year) | 3 years 1 month 28 days |
Note 10 - Warrants - Schedule o
Note 10 - Warrants - Schedule of Equity-Classified Warrants (Details) - $ / shares | 6 Months Ended | |
Mar. 31, 2024 | Sep. 30, 2023 | |
Granted, warrants (in shares) | 0 | |
Granted, warrant, weighted average exercise price (in dollars per share) | $ 0 | |
Exercised, warrants (in shares) | 0 | |
Exercised, warrant, weighted average exercise price (in dollars per share) | $ 0 | |
Forfeited, warrants (in shares) | 0 | |
Forfeited, warrant, weighted average exercise price (in dollars per share) | $ 0 | |
Class of warrants, exercisable (in shares) | 50,309 | |
Exercisable, weighted average exercise price (in dollars per share) | $ 37.75 | |
Warrants to Purchase Common Stock [Member] | ||
Outstanding, warrants (in shares) | 50,309 | |
Outstanding, warrant, weighted average exercise price (in dollars per share) | $ 37.75 | |
Outstanding, warrant, contractual term (Year) | 3 years 6 months 25 days | 4 years 25 days |
Outstanding, warrants (in shares) | 50,309 | |
Outstanding, warrant, weighted average exercise price (in dollars per share) | $ 37.75 | |
Class of warrants, exercisable (in shares) | 50,309 | |
Exercisable, weighted average exercise price (in dollars per share) | $ 37.75 |
Note 10 - Warrants - Summary of
Note 10 - Warrants - Summary of Outstanding Common Stock Purchase Warrants (Details) | Mar. 31, 2024 $ / shares shares |
Class of warrants, exercisable (in shares) | shares | 50,309 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 37.75 |
Warrants Expiring September 2023 [Member] | |
Class of warrants, exercisable (in shares) | shares | 1,352 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 337.5 |
Warrants Expiring May 2024 [Member] | |
Class of warrants, exercisable (in shares) | shares | 1,079 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 176.06 |
Warrants Expiring October 2024 [Member] | |
Class of warrants, exercisable (in shares) | shares | 822 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 56.25 |
Warrants Expiring January 2025 [Member] | |
Class of warrants, exercisable (in shares) | shares | 40,500 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 2.52 |
Warrants Expiring April 2028 [Member] | |
Class of warrants, exercisable (in shares) | shares | 3,357 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 168.3 |
Warrants Expiring December 2025 [Member] | |
Class of warrants, exercisable (in shares) | shares | 3,199 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 168.75 |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies (Details Textual) - USD ($) | Nov. 04, 2022 | Mar. 20, 2024 |
Forbearance Agreement [Member] | ||
Past Due Rent Default Declaration, Payment Upon Execution of Agreement | $ 80,000 | |
Past Due Rent Default Declaration, Monthly Payment | $ 40,000 | |
Professional Athlete [Member] | ||
Share-Based Payment Arrangement, Expense | $ 885,000 |
Note 12 - Note Payable (Details
Note 12 - Note Payable (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jan. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jan. 31, 2020 | |
Fair Value Adjustment of Debt | $ (1,446,000) | $ 0 | $ (1,446,000) | $ 0 | ||
Loan Arrangement for Line of Equipment, Two [Member] | ||||||
Debt Instrument, Face Amount | $ 35,660 | |||||
Investors 8% Senior Secured Original Issue 20% Discount Convertible Promissory Note [Member] | ||||||
Debt Instrument, Face Amount | $ 1,541,666 | |||||
Proceeds from Convertible Debt | $ 1,250,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||
Debt Instrument Discounted Percentage | 20% | |||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 0.684 | |||||
Debt Instrument, Prepayment Payable Percent | 25% | |||||
Debt Instrument, Interest Rate In Default | 22% | |||||
Fair Value Adjustment of Debt | 1,700,000 | |||||
Notes Payable | $ 1,541,666 | $ 1,541,666 | ||||
Investors 8% Senior Secured Original Issue 20% Discount Convertible Promissory Note [Member] | Minimum [Member] | ||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 0.3 |
Note 13 - Leases (Details Textu
Note 13 - Leases (Details Textual) | Mar. 31, 2024 |
Operating Lease, Weighted Average Remaining Lease Term (Year) | 2 years 6 months 21 days |
Operating Lease, Weighted Average Discount Rate, Percent | 4.66% |
Note 13 - Leases - Operating Le
Note 13 - Leases - Operating Lease Costs and Supplemental Cash Flow Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2024 | Mar. 31, 2024 | |
Total Operating Lease Costs | $ 332,124 | $ 664,249 |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 355,239 | $ 708,565 |
Note 13 - Leases - Future Minim
Note 13 - Leases - Future Minimum Aggregate Lease Payments (Details) | Mar. 31, 2024 USD ($) |
2024 | $ 713,045 |
2025 | 1,159,949 |
2026 | 1,092,297 |
Thereafter | 280,565 |
Total future lease payments | 3,245,856 |
Less interest | (194,372) |
Total lease liabilities | $ 3,051,484 |
Note 14 - Loss Per Share (Detai
Note 14 - Loss Per Share (Details Textual) | 3 Months Ended |
Mar. 31, 2024 shares | |
Options, RSUs and Warrants [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 92,408 |
Series A Cumulative Convertible Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 185,223 |
Commitment Shares [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 283,593 |
Note 14 - Loss Per Share - Basi
Note 14 - Loss Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Net loss continuing operations | $ (3,010,562) | $ (996,501) | $ (1,336,802) | $ (3,956,062) | $ (4,007,065) | $ (5,292,864) |
Preferred dividends paid | 1,000,500 | 1,000,500 | 2,001,000 | 2,001,002 | ||
Net loss attributable to cbdMD Inc. common shareholders | $ (4,011,062) | $ (2,337,302) | $ (6,008,065) | $ (7,293,866) | ||
Shares used in computing basic and diluted earnings per share (in shares) | 2,961,057 | 1,345,589 | 2,961,000 | 1,343,394 | ||
Basic and diluted earnings per share (in dollars per share) | $ (1.35) | $ (1.74) | $ (2.03) | $ (5.43) |
Note 15 - Income Taxes (Details
Note 15 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 16, 2019 | Oct. 31, 2019 | Mar. 31, 2024 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 20, 2018 | |
Deferred Tax Assets, Net, Total | $ 0 | $ 4,600 | ||||
Series A Cumulative Convertible Preferred Stock [Member] | ||||||
Preferred Stock, Dividend Rate, Percentage | 8% | 8% | 8% | 8% |
Note 16 - Subsequent Events (De
Note 16 - Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Apr. 01, 2024 | Mar. 31, 2024 | Feb. 28, 2023 | Feb. 28, 2023 | Mar. 31, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | ||||
Board of Directors [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 2,667 | ||||
Board of Directors [Member] | Share-Based Payment Arrangement, Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | ||||
Share-Based Payment Arrangement, Expense | $ 21,120 | ||||
Board of Directors [Member] | Restricted Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 445 | ||||
Board of Directors [Member] | Subsequent Event [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 2,667 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Strike Price (in dollars per share) | $ 12.6 | ||||
Board of Directors [Member] | Subsequent Event [Member] | Share-Based Payment Arrangement, Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | ||||
Share-Based Payment Arrangement, Amount Prepaid | $ 4,300 | ||||
Board of Directors [Member] | Subsequent Event [Member] | Restricted Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 16,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0.86 | ||||
Share-Based Payment Arrangement, Expense | $ 13,760 | ||||
Investors 8% Senior Secured Original Issue 20% Discount Convertible Promissory Note [Member] | |||||
Convertible Notes Payable | $ 1,000,000 | $ 1,000,000 | |||
Conversion Note into Common Stock [Member] | |||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 823,878 |