CBDMD plans to acquire Twinlab assets for $2.9M
CBDMD plans to acquire Twinlab assets for $2.9M
Anonymous
Key Points
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A termination fee of 4% of the purchase consideration applies if cbdMD terminates the transaction.
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The 2,229,805 cbdMD common shares issued to Akretive are intended to represent 19.9% of cbdMD's outstanding common stock at execution; if closing occurs after additional share issuances, the number of shares will adjust to preserve roughly 19.99%.
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The asset sale excludes other Twinlab subsidiaries; it covers intellectual property, contracts, inventory and equity interests in the assignment estates, and is subject to court approval and closing conditions (including stockholder approval under NYSE American rules).
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Anthony Zolezzi, Twinlab's CEO, said the deal was pursued to revitalize the brand, and cbdMD CEO Ronan Kennedy described it as creating a 'lifestyle portfolio' across cannabinoids and supplements.
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The deal is being executed through an Assignment for the Benefit of Creditors under Florida law (Chapter 727), with Twinlab's parent deconsolidating its operating subsidiaries and potentially becoming a shell with impairment of related interests amid large unsecured claims.
cbdMD has agreed to acquire Twinlab's operating assets and major brands for $2.9 million in cash, plus $3.98 million in assumed debt and 2.2 million company shares MarketScreener. The deal gives cbdMD ownership of legacy wellness brands including TwinLab, Reserveage, Metabolife, and Alvita, marking the hemp company's push into broader supplement categories Whole Foods Magazine. The transaction, structured through a court-supervised creditor assignment process, is expected to boost cbdMD's annual revenue to roughly $30 million once combined operations stabilize.
Twinlab Parent Collapses Under Debt Burden
Twinlab Consolidation Holdings, the parent company, is undergoing an assignment for the benefit of creditors under Florida law—a formal bankruptcy process that wipes out equity holders TipRanks. The parent carries large unsecured debt claims that exceed available assets, leaving little value for shareholders. This legal structure allowed cbdMD to acquire the operating brands and intellectual property while Twinlab's parent essentially becomes a shell entity.
cbdMD Issues Stock and Adjusts Investor Terms
cbdMD is issuing 2,229,805 common shares to Akretive, the secured lender, representing roughly 19.9% of the company's outstanding stock Kalkine Media. If the deal closes after additional share issuances occur, the share count will adjust to preserve that ownership percentage. Additionally, cbdMD reduced its Series B conversion price from $1.00 to $0.60 per share, effective September 2, 2026, affecting 591,207 existing Series B shares.
Strategic Shift From Hemp to Multi-Brand Wellness
cbdMD CEO Ronan Kennedy framed the acquisition as creating a "lifestyle portfolio" that spans cannabinoids and supplements Whole Foods Magazine. Twinlab CEO Anthony Zolezzi said the deal revitalizes struggling legacy brands in a modern market. The move lets cbdMD keep Twinlab's brands separate while expanding into sports nutrition, weight management, beauty, and longevity products—categories beyond its hemp-derived CBD roots CityBiz.
Deal Requires Court Approval and Shareholder Vote
The acquisition remains subject to court approval and customary closing conditions, including NYSE American stockholder approval Kalkine Media. If cbdMD terminates the transaction, it must pay a 4% termination fee on the total purchase consideration. The asset purchase excludes other Twinlab subsidiaries and covers intellectual property, contracts, inventory, and equity interests in the creditor assignment estates.
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