Good afternoon. Welcome to the cbdMD, Inc. December 31, 2023, first fiscal 2024 quarter earnings call and update. This afternoon, the company issued a press release that provided an overview of its first quarter results, which followed the filing of its quarterly report on Form 10-Q. Today's conference call is being recorded and will be available online, along with our earnings press release covering our financial results and non-GAAP presentation at cbdmd.com in accordance with cbdMD's retention policies. All participants on this call will be in listen-only mode. The call will be followed by a question-and-answer session. To join the question queue, you may press star, then one, on your telephone keypad. At this time, I would now like to turn the conference over to Brad Whitford, the company's VP of Finance. Brad, please go ahead. Thank you, Asiya, and thank you all for joining cbdMD December 31, 2023, first quarter of fiscal 2024 earnings call and update. On the call today, we also have Ronan Kennedy, our interim CEO and Chief Financial Officer. We'd like to remind everyone that various remarks about future expectations, plans, and prospects constitute forward-looking statements for purposes of safe harbor provisions under the Private Securities Litigation Reform Act of 1995. cbdMD cautions that these forward-looking statements are subject to risks and uncertainties that may cause our actual results to differ materially from those indicated, including risks described in the company's quarterly report on Form 10-Q for the quarter ended December 31, 2023, and our other filings with the SEC, all of which can be reviewed on the company's website at www.cbdmd.com or on the SEC's website at www.sec.gov. Any forward-looking statements made on this conference call speak only as of today's date, Tuesday, February 13, 2024, and cbdMD does not intend to update any of these forward-looking statements to reflect events or circumstances that would occur after today's date, except as may be required by federal securities laws. With that, I'd like to turn the call over to Ronan. Thank you, Brad. Good afternoon, everyone. It has only been a short, busy few weeks since our year-end call. We continue to make progress on our expenses and year-over-year gains on net income and non-GAAP Adjusted EBITDA. We remain disciplined about our cost controls but ultimately missed on our goals of sequentially growing revenue for the quarter. While we did not hit this goal for December, significant resources were allocated to a number of larger strategic initiatives that are helping pave the way for growth in 2024 and beyond. This included launching our two new brands, HempMD, and our functional mushroom line, ATRx Labs. Revenue remains a top priority. We know that we must grow revenues to deliver positive cash flow and are committed to growth. We are constantly assessing our team and vendor base to ensure we believe we have the organization needed for growing revenues and delivering profits. In January, we added Joe Bagdajan to our team to head up our wholesale efforts. We're excited for his energy and passion he brings our company in the CBD industry. His knowledge and contact base helps expand our reach, and we plan to get more aggressive with opportunities internationally as well as here in the USA. Furthermore, we are taking steps to ensure we win on e-commerce and get back to growth. On our last call, we just announced our Sprouts launched, and we are pleased with the velocity out of the gates in initial reorders. Similarly, the day of the call, we launched our initial ATRx product, the Ultimate Mushroom Daily Gummy on Amazon. In a few short weeks, we have started ramping up sales and are getting great feedback and reviews from customers. Outside of Amazon, ATRx is showing encouraging signs just a few weeks into our launch. We received orders from a national retailer to roll out 4 new ATRx functional products. These products were recently nominated in the 2024 Natural Choice Awards by WholeFoods Magazine, a testament to their innovation and market potential. We are actively building interest with other retailers and look forward to announcing further placements. Last week, we announced the closing of gross proceeds of $1.25 million from a handful of institutional investors. We believe the funding was necessary to assist with the working capital needed to expand ATRx and provide working capital to support our ongoing operations. Capital availability is challenging at the moment, and given our preferred structure and pending proxy, it created additional challenges to the finances. I continue to review multiple strategic opportunities that are presented to me. The complexity and procedural challenges stemming from our multi-class equity structure continue to be problematic to advance strategic transactions. We recently filed our preliminary Proxy Statement in connection with our Annual Meeting and have included an additional proposal to convert our outstanding Preferred Stock. We continue to believe an all-common capital structure should unlock additional enterprise value for the company and open up additional strategic opportunities. The accrued preferred dividend continues to pose a risk to all shareholders, as it reduces our equity value by $1 million a quarter, putting the company on a path in the near term to fall below the minimum $6 million Net Book Value requirement under the NYSE American rules. It is very important for shareholders to consider this as they review the forthcoming definitive Proxy Statement. With that, I'll turn the call over to Brad. Thanks, Ronan. Total net sales for the first quarter of fiscal 2024 were $5.4 million, or a 12% decrease from the prior year comparative quarter total of $6.1 million. Our quarterly e-commerce direct-to-consumer business generated sales of $4.4 million in the first quarter of fiscal 2024. This was a 10% year-over-year quarterly decrease. We believe the quarter-over-quarter decrease is primarily attributable to continued reduced marketing expenses and macroeconomic forces on consumers. E-commerce represented 82% of our total net sales for the first quarter of 2024 versus 80% in the prior year comparative quarter. Our wholesale business generated $1 million of net sales for the first quarter of fiscal 2024, down 19% as compared to $1.2 million for the comparative quarter in fiscal 2023. This decrease is primarily attributable to changes in state regulatory rules on certain CBD products. Our GAAP gross profit as a percentage of net sales came in at 66% for the first quarter of fiscal 2024, as compared to 59% in the prior year comparative quarter. Our team's focus on cost controls helped improve gross margins for the quarter. Our SG&A expenses for the first quarter of fiscal 2024 totaled $4.6 million, compared to $7.6 million in the prior year comparative quarter. Our costs came down across the board as management continues to focus on profitability. Excluding depreciation, amortization, and stock expense, cash SG&A expenses came down $1.9 million from $6.2 million last year to $4.3 million in the current quarter. Overall, this resulted in a loss from operations of approximately $1.1 million for the first quarter of fiscal 2024, as compared to $4.1 million loss from the prior year period. Our non-GAAP adjustments to operating expenses for the first quarter of fiscal 2024 included $17,000 in non-cash employee stock expense, $284,000 in depreciation and amortization expense, and $68,000 associated with mergers and acquisitions transaction expenses as well as proxy expenses, resulting in a non-GAAP- adjusted operating loss of $698,000 for the first quarter of fiscal 2024, as compared to a $2.6 million non-GAAP- adjusted operating loss in the first quarter of fiscal 2023. The decrease in non-GAAP- adjusted operating loss over the prior year period is primarily attributed to management's focus on our cost structure and profitability. Other income expense on our consolidated income statement for the first quarter of 2024 includes a non-cash contingent liability gain of $70,000 related to our December 2018 acquisition of Cure Based Development. The final marking period ended in November, and we completed the final earnout distribution in January of 2024. We had cash and cash equivalents of approximately $1.5 million and working capital of approximately $1.4 million on December 31, 2023, as compared to cash and cash equivalents of approximately $1.8 million and working capital of approximately $3.4 million as of September 30, 2023. Our current assets as of December 31, 2023, decreased by approximately 8.7% from September 30, 2023, to $7.4 million. A primary driver of the decrease in current assets was the usage of cash for operations. As of December 31, 2023, the company's total current liabilities were $6 million, of which approximately $1.6 million is accounts payable and $3.1 million is accrued expenses. We are committed to prudently managing our cash and liquidity position while rebuilding our revenue and optimizing our cash SG&A expenses. We recently closed on new financing that provides additional working capital and bolsters our balance sheet. This added approximately $1.2 million after fees to our balance sheet, and our cash position today is approximately $2.5 million. In addition, we continue to reassess every expense line on our P&L and are working to streamline costs out of our infrastructure while focusing on thoughtfully targeted marketing spend to generate positive ROI and revenue growth. With that, I'll turn it back over to Ronan. Thanks, Brad. At the heart of cbdMD lies our unwavering dedication to offering our customers natural wellness solutions that significantly enhance their daily lives. cbdMD remains a brand with a very strong, loyal customer base with tremendous potential. We are encouraged by the strong, rapid adoption of our new functional mushroom brand, ATRx. The next few months are critical as we elect to continue to build momentum and overdeliver on our ATRx retail launch and prepare for our annual meeting. Our commitment to responsibly managing our brand and maximizing shareholder value remains steadfast as we continue to navigate the complexities of our turnaround plan. Thank you for your continued support and belief in our vision, and now invite your questions to further discuss those. We will now begin the question and answer session. To join the question queue, you may press star, then one on your telephone keypad. You will hear a tone acknowledging your request. If you are using a speakerphone, please pick up your handset before pressing any keys. To withdraw your question, press star, then two. The first question comes from Anthony Vendetti with Maxim Group. Please go ahead. Thank you. Yeah, Ronan, I was just wondering if you could talk a little bit more about the relationship with Sprouts Farmers Market, how many products are available in how many locations, and then is the new mushroom ATRx product, is that going to be available there, or is that available at different locations? Yeah, hi, Anthony. So we launched in 160 Sprouts stores. We were pretty happy with 2 SKUs, 2 of our gummy SKUs, and we're pretty happy with the velocity of those out of the gates. We continue to sort of work with them to deepen the relationship and figure out what other opportunities we have to gain shelf space. One of the things we have, we are looking or would love to sort of continue to expand is our functional gummy product through ATRx with Sprouts, but we're still working through our relationship and opportunities to expand with them. Ronan, you had mentioned on the last call that you had some issues with your Facebook account. Have you regained access to your Facebook account, and have the issues around advertising been resolved? Is everything back up and running there? Yes, as we were sort of midway through the first quarter, we did have sort of full access, and we're continuing to work to improve and optimize our return to that channel. Okay. And then just in terms of the mushroom SKU that you're talking about, where is that currently being launched? How many locations? And can you elaborate a little bit more on the opportunity there? Yeah. So we are not able to say what retailer. I think we made sort of the decision a little earlier to announce that just because we went out and found some additional financing and needed to sort of leverage some as bolster our balance sheet to support some of the working capital build. It is with a national retailer. We are sort of finalizing how expansive that launch will be. At this point, there are four new SKUs that the launch is part of, so we're pretty excited about getting that placement and building the inertia for this new brand. Okay. And then on the integration onto the Shopify platform, how is that going? Are all your e-commerce sites now on the Shopify platform? Yes. All the sites have been converted over, and we're continuing to sort of leverage the Shopify network and sort of optimize that to our benefit. Okay. Great. All right. Thanks very much. I'll hop back in the queue. All right. Thanks. Once again, if you have a question, please press star, then one. The next question comes from Jim Schaefer, private investor. Please go ahead. Hi, Ronan. Thanks for taking my call. First, regarding the annual meeting preliminary proxy, I've identified at least two clerical errors and have emailed the details to ir@cbdmd.com. Hopefully, you got that. For my question. Yes, Jim, thank you. The deal laid out for converting the Series A Preferred Stock to common stock isn't any better than the August 2023 deal. The offering is twice as much of a pie that's half the size as it was in August. So what gives you confidence that the proposal will pass the two-thirds majority Series A shareholders vote? Yeah, look, Jim, I think what we've tried to do is take some feedback that we received around sort of where people were looking from an ownership standpoint and understanding that sort of the preferred sort of felt they needed a greater ownership stake. At the same time, we have to balance sort of the requirement of making sure we believe we can get the common to vote for the proposal. And without the common, sort of any proposal isn't going to work. So it's sort of a sort of challenge to navigate sort of the and balance sort of the demands of both shareholder classes. But knowing that ultimately, if neither class votes in favor, then I think it puts the listing at risk for everybody. So we tried to sort of ensure that the preferred end up with a significant materially increased amount of ownership over where the proposal was last year. We've tried to add some incremental cash to the balance sheet and position the companies that are coming through this. We have working capital we needed and can hopefully unlock some additional value for shareholders cleaning up sort of this dual-class structure. Okay. Thanks. The next question comes from Bob Berlacher, private investor. Please go ahead. Hey, Ronan. The gentleman just before me asked a similar question, but by my back of the envelope, again, depending on the convert that you just did, financing, the common stock, if it is lucky enough to hold at these levels, I would assume that once those converts are converted, the stock will come under some kind of pressure. And the preferreds, based on your even 6-to-1, are going to own less of a percentage, as the gentleman before me said, than the offer that you made months ago. So like him, and I'm a preferred holder, as you know, I don't understand how you think you're going to potentially get two-thirds of the vote and yet will spend money on this proxy solicitation. And I want to know what calculation management or the board did to come up with the 6-for-1. But also with the financing that was just done, the dilution, if you throw that into the common count, we're going to get 80% or less of the company as preferred holders. I'd just like to know what your comments are on that, please. Sure, Bob. Look, I think our goal is to be able to pay off the financing over the 18 months and minimize the diluted impacts from that. And then fundamentally, we were trying to take some of the feedback around ensuring we had additional capital on the balance sheet and a +90% ownership of the preferred. I think given the markets and given our capital structure. Well, Jim, I'm sorry. Go ahead. I interrupted. Go ahead. Sorry. I think additionally, given where the book value of equity trends were, I think we would have liked to have had some additional runway before we proxied this. What we saw was some concern about where the book value of equity was ending up in the coming months and felt it prudent to try to move to get ahead of that and minimize incremental expenses tied to proxy, including in your annual meeting. How would you expect to pay back the debt? Whether the preferreds convert or not, where is the cash flow that the company is going to potentially generate or profits that are going to potentially be able to retire $1.25 million on top of the fact or $1.5 million, really, on top of the fact that there's nothing to prevent the convert holders from converting in advance of that 18-month maturity and selling stock, which is fine, but again, increasing the common share count and therefore not only diluting the common holders but diluting the preferred holders in the event that we might convert? I mean, look, our goal is to continue to improve the overall financials and get to a positive EBITDA and generate earnings so that we can fund this business and create a sustainable business plan. Okay. All right. Thank you for answering my questions. I appreciate it. The next question comes from Thomas McGovern with Maxim Group. Please go ahead. Hey, guys. Yeah, I just wanted to hop on. First, ask a follow-up on Anthony's question about Sprouts Farmers Market. I mean, so you just said 150 locations, which was the figure that was given at the end of the fiscal year 2023. However, in your press release dated January 18th, 2024, you mentioned there was 175 locations. So I just wanted to clarify that. Is it 150 locations, or is it now 175 locations? Tom, I think it was closer to the 175 locations. Okay. Okay. I appreciate that clarity. And then finally, just real quick, just wanted to see if there was any notable updates on your efforts in pursuing FDA regulation of CBD products. If so, what are they? And if not, maybe do you have any expectations on when we could expect some developments in that front, whether there's some upcoming events or dates that we should be looking out for that can serve as a catalyst for achieving FDA regulation best? Yeah, look, we're staying close to sort of what is happening and trying to make sure that we have a voice. I guess given where the political climate is today and forthcoming elections, we don't really see any material movement at the national level here for 2024. We are seeing an increase in activity at the state level. So we're staying on top of that as much as we can to ensure that sort of we're aware of what's happening. We can voice. We can reach out to the appropriate states and educate them about our product and category and all the benefits and hopefully improve or sort of minimize any changes to the state-level legislation. Got it. I appreciate you taking the time to answer my questions. This concludes the question-and-answer session. I would now like to turn the conference back over to Ronan Kennedy for any closing remarks. Please go ahead. Thank you again for your ongoing support, and we look forward to our upcoming shareholder meeting at the end of March. Thank you. This concludes today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.