Exhibit 3.1
Articles of Amendment to
the Certificate of Designation of Rights and Preferences Series B Convertible Preferred Stock of cbdMD, Inc.
Pursuant to Section 55-10-06 of the North Carolina Business Corporation Act, the undersigned corporation hereby submits these Articles of Amendment for the purpose of amending its Certificate of Designation of Rights and Preferences Series B Convertible Preferred Stock (the “Certificate of Designation”):
| 1. | The name of the corporation is cbdMD, Inc. |
| 2. | The Certificate of Designation is hereby amended as follows: |
Section 4(b)(ii) of the Certificate of Designation is hereby amended and restated in its entirety to read in its entirety as follows: (ii) For the purposes of this Certificate of Designation, the term “Conversion Price” means, with respect to each Preferred Share, as of any Conversion Date or other date of determination, $0.60, subject to adjustment as provided herein.
3. The foregoing amendment was approved by the Corporation’s Board of Directors on August 28, 2026, and approved by the holders of the Series B Convertible Preferred Stock on September 1, 2026 in accordance with the provisions of Chapter 55 of the North Carolina General Statutes.
| 4. | These Articles of Amendment will become effective at 9:00 a.m., Eastern Time, on September 2, 2026. |
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of September, 2026.
| cbdMD, Inc. |
|
|
|
|
| By: /s/ T. Ronan Kennedy |
| Name: T. Ronan Kennedy |
| Its: Chief Executive Officer and Chief Financial Officer |