Charlotte's Web Reports 2025 Fourth Quarter and Full Year Financial Results
Anticipated CMMI Medicare Pilot Program Participation, Regulatory Momentum, and
SUBSEQUENT MATERIAL EVENTS
BAT Transaction
Prior to this earnings release, Charlotte's Web announced a transaction (the "Transaction") with
The debenture conversion eliminates Charlotte's Web's largest outstanding balance sheet liability and significantly strengthens shareholders' equity, while removing approximately
The Transaction is subject to TSX approval and the approval of Charlotte's Web shareholders at the Annual General and Special Meeting scheduled to be held on or about
CMMI Medicare Pilot Program and CMS Beneficiary Engagement Incentive (BEI)
On
Subsequently, on
Under the BEI, participating healthcare organizations, primarily accountable care organizations ("ACOs") and oncology model providers, may elect to purchase eligible hemp-derived CBD products from compliant suppliers using their own funds and furnish them to aligned Medicare beneficiaries for symptom management. Costs are covered by the participating organization from its own program economics. CBD wellness products may help reduce reliance on higher-cost treatments, and participating organizations have a financial incentive to help their patients achieve better outcomes at lower cost. Participants in the ACO REACH Model and the Enhancing Oncology Model ("EOM") may begin offering the BEI effective
Regulatory Developments and Federal Policy Momentum
Federal policy developments during and after the fourth quarter of 2025 represented some of the most meaningful progress for hemp-derived CBD since the 2018 Farm Bill, signaling a potential turning point for the industry.
HEMP
Act
Driving a federal legislative framework is the Hemp Enforcement, Modernization, and Protection Act (the "HEMP Act"), introduced by Congressman
Policy momentum has been further driven by congressional and executive actions. In
"2025 was a defining year for Charlotte's Web," said
DeFloria: Advancing Cannabinoid Pharmaceutical Development
In 2025, the FDA completed its review of Phase 1 data and cleared DeFloria to proceed with Phase 2 clinical trials for AJA001, a treatment for irritability associated with autism spectrum disorder (ASD). The Phase 1 trial demonstrated that AJA001 was well-tolerated across a wide dosage range with favorable pharmacokinetic profiles, establishing the foundation for Phase 2 evaluation of safety, tolerability, and effectiveness in adolescents and adults with ASD.
According to the
DeFloria's progress carries substantial strategic value for Charlotte's Web shareholders:
Validation of Botanical Science: Clinical advancement of Charlotte's Web's proprietary genetics through FDA-regulated pathways validates the therapeutic potential of the Company's hemp formulations and strengthens the scientific foundation underlying its consumer products.
Manufacturing Rights: Charlotte's Web holds exclusive commercial manufacturing rights for AJA001 upon potential FDA approval, representing a significant long-term revenue opportunity in the multi-billion-dollar ASD treatment market.
Equity Ownership: Charlotte's Web owns approximately one-third of DeFloria, providing direct participation in value creation from pharmaceutical development milestones and potential commercialization.
Phase 2 Clinical Program Update
DeFloria has been actively preparing for entry into its Phase 2 clinical program, with key elements including clinical site selection, protocol optimization, and manufacturing readiness now substantially advanced. Building on the favorable safety and pharmacokinetic data from Phase 1, which established the dosing parameters for Phase 2 evaluation, the Company expects to initiate its Phase 2 trial in mid-2026, subject to the completion of customary development activities and the alignment of required resources.
Phase 2 represents a pivotal milestone for AJA001, designed to evaluate safety, tolerability, and early signals of therapeutic effectiveness in adolescents and adults with ASD. Drawing on Charlotte's Web's extensive real-world experience within the ASD community and the consistency of outcomes observed with similar cannabinoid profiles, the Company is optimistic about AJA001's potential to address irritability associated with ASD—an area with significant unmet need and limited well-tolerated treatment options.
"Our partnership with Ajna and BAT through DeFloria demonstrates our leadership in advancing hemp-derived compounds from consumer wellness into FDA-regulated pharmaceutical development, and it reflects the same commitment to science-backed innovation that drives our core business," said
2025 Business Review
Charlotte's Web executed a transformational year in 2025, advancing strategic initiatives across product innovation, operational efficiency, and healthcare channel development. The Company extended its leadership beyond traditional CBD with the launch of Brightside™ precision low-dose hemp THC gummies, expanded minor cannabinoid and functional mushroom offerings, and established its fastest-growing category in comprehensive sleep support. On the manufacturing side, Charlotte's Web completed full internalization of Brightside™ gummy production, with approximately 75% of total gummy production expected to transition to in-house manufacturing in 2026. The Company's manufacturing operations received zero findings on its most recent NSF 455-2 Dietary Supplement cGMP audit, reflecting the highest level of compliance readiness across its production facilities. This progress, combined with the establishment of a
Financial Review
The following table sets forth selected financial information for the periods indicated:
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Three Months Ended
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Twelve Months Ended
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2025 |
2024 |
2025 |
2024 |
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Revenue |
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Cost of goods sold |
8.3 |
7.6 |
28.2 |
28.4 |
|
Gross profit |
5.0 |
5.1 |
21.7 |
21.3 |
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Selling, general, and administrative expenses |
10.6 |
10.6 |
42.0 |
53.3 |
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Operating loss |
(5.6) |
(5.5) |
(20.3) |
(32.0) |
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Change in fair value of financial instruments |
(4.4) |
(0.1) |
(7.3) |
0.6 |
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Other income (expense), net |
(1.5) |
2.2 |
(2.3) |
1.6 |
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Net loss before income taxes |
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EPS basic and diluted |
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Adjusted EBITDA (1) |
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Assets: |
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Cash and cash equivalents |
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Total assets |
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Liabilities: |
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Long-term liabilities |
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Total liabilities |
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Consolidated net revenue for Q4 2025 was
Gross profit was
Total selling, general, and administrative ("SG&A") expenses were
Total net loss for Q4 2025 was
Net cash used in operating activities declined to
Fiscal Year 2025 Financial Review
On a year-over-year basis, consolidated net revenue for the twelve months ended
Gross profit for the year ended
Total SG&A expense for 2025 was
An operating loss of
Financial Position
Cash as of
With a leaner cost structure, clinical-grade manufacturing capabilities, and strong brand equity, Charlotte's Web is well-positioned to capitalize on emerging botanical wellness opportunities as regulatory clarity advances. Management expects the combination of operating expense control and manufacturing efficiencies to continue to drive improvements in cash flow performance.
"The new BAT Transaction will be transformational for our balance sheet, eliminating material liabilities and adding
Consolidated Financial Statements and Management's Discussion and Analysis
The Company's consolidated financial statements and accompanying notes for the twelve months ended
Analyst Conference Call
A conference call to review the results is scheduled for today at
There are three ways to join the call:
- Register your phone number at https://emportal.ink/4bD2NsY to receive an automated call back
- Dial 1-646-357-8785 or 1-800-836-8184 approximately 10 minutes before the conference call
- Listen to the live webcast online
A recording of the call will be available through
Subscribe to Charlotte's Web investor news.
About
Shares of Charlotte's Web trade on the
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(1) |
Non-GAAP Measures: The press release contains non-GAAP measures, including Adjusted Gross Profit, EBITDA, and Adjusted EBITDA. Please refer to the section in the tables captioned "Non-GAAP Measures" below for additional information and a reconciliation to GAAP for all Non-GAAP metrics. |
Additional Information and Where to Find It
In connection with the proposed transaction, Charlotte's Web will file with the
Participants in the Solicitation
Charlotte's Web and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction under the rules of the
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Information
Certain information provided herein constitutes forward-looking statements or information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Forward-looking statements are typically identified by words such as "may", "will", "should", "could", "anticipate", "expect", "project", "estimate", "forecast", "plan", "intend", "target", "believe" and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking statements are not guarantees of future performance, and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties, and other factors which may cause actual results, levels of activity, and achievements to differ materially from those expressed or implied by such statements. The forward-looking statements contained in this press release are based on certain assumptions and analysis by management of the Company in light of its experience and perception of historical trends, current conditions, expected future development, and other factors that it believes are appropriate and reasonable.
Specifically, this press release contains forward-looking statements relating to, but not limited to: completion of the Transaction with BAT, including obtaining the necessary TSX and shareholder approval of the Transaction; benefits to the Company of completing the Transaction with BAT; use of proceeds of the Transaction; the Company's beliefs regarding product eligibility under CMS programs and the Company's opportunities in connection therewith; the potential scope and impact of federal healthcare frameworks for hemp-derived products; potential impacts as a result of the HEMP Act; advancement of the Hemp Act; the Company's competitive positioning, and its ability to participate in federal healthcare programs; sales volume and gross margin expectations; anticipated timing for, and business impact of, in-house manufacturing of topical and gummy products; future expectations for SG&A expenses; regulatory developments and the impact of developments on both consumer action and the Company's opportunities and operations; activities relating to, and sponsorship of, legislation to advance regulatory framework; the impact of insourcing on operating margins, capital expenditures and R&D; anticipated future financial results the impact of certain activities on the Company's business and financial condition and anticipated trajectory; the timing and outcomes from DeFloria's clinical trials, including strategic value for the Company's shareholders and potential commercial opportunities for Charlotte's Web; and the ability of AJA001 to address irritability associated with ASD.
The material factors and assumptions used to develop the forward-looking statements herein include, but are not limited to: receipt of TSX and shareholder approval for the Transaction; successful completion of the Transaction; expectations around cost reduction, run rate, revenue growth and expectations around cash flow improvement in 2026; regulatory regime changes; anticipated product development and sales; the success of sales and marketing activities; product development and production expectations; outcomes from R&D activities; the Company's ability to deal with adverse growing conditions in a timely and cost-effective manner; the availability of qualified and cost-effective human resources; compliance with contractual and regulatory obligations and requirements; availability of adequate liquidity and capital to support operations and business plans; continued product placement on various product channels; anticipated development of new products; anticipated consumer trends and corresponding product innovation; ; the Company's ability to increase online traffic and demographic exposure through new products and marketing and omni-channel expansion; and expectations around consumer product demand. In addition, the forward-looking statements are subject to risks and uncertainties pertaining to, among other things: supply and distribution chains; the market for the Company's products; revenue fluctuations; regulatory changes; loss of customers and retail partners; retention and availability of talent; organizational changes, marketing plans and operational platform upgrades, and the impact of these initiatives on retail expansion, operational efficiencies, cash flow, revenue and e-commerce monetization; expectations relating to IT upgrades, marketing optimization and operational integrations; the impact of the Company's product innovations on product development, expansion activities and the corresponding results thereof; competing products; share price volatility; loss of proprietary information; product acceptance; internet and system infrastructure functionality; information technology security; available capital to fund operations and business plans; crop risk; economic and political considerations; failure to receive TSX and shareholder approval of the Transaction; and including but not limited to those risks and uncertainties discussed under the heading "Risk Factors" in the Company's most recently filed Annual Report on Form 10-K, and other risk factors contained in other filings with the Securities and Exchange Commission available on www.sec.govand filings with Canadian securities regulatory authorities available www.sedarplus.ca. The impact of any one risk, uncertainty, or factor on a particular forward-looking statement is not determinable with certainty, as these are interdependent, and the Company's future course of action depends on management's assessment of all information available at the relevant time.Any forward-looking statement in this press release is based only on information currently available to the Company and speaks only as of the date on which it is made. Except as required by applicable law, the Company assumes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. All forward-looking statements, whether written or oral, attributable to the Company or persons acting on the Company's behalf, are expressly qualified in their entirety by these cautionary statements.
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CONSOLIDATED BALANCE SHEETS
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2025 |
|
2024 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ 8,035 |
|
$ 22,618 |
|
Accounts receivable, net |
811 |
|
1,263 |
|
Inventories, net |
18,022 |
|
18,907 |
|
Prepaid expenses and other current assets |
3,491 |
|
4,194 |
|
Total current assets |
30,350 |
|
46,982 |
|
Property and equipment, net |
22,679 |
|
26,337 |
|
License and media rights |
— |
|
13,691 |
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Operating lease right-of-use assets, net |
11,297 |
|
12,876 |
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Investment in unconsolidated entity |
8,800 |
|
10,800 |
|
Intangible assets, net |
785 |
|
1,049 |
|
Derivative and other long-term assets |
1,353 |
|
1,707 |
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Total assets |
$ 75,273 |
|
$ 113,442 |
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) |
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Current liabilities: |
|
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Accounts payable |
$ 2,186 |
|
$ 3,426 |
|
Accrued and other current liabilities |
5,053 |
|
5,246 |
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Lease obligations – current |
1,420 |
|
2,055 |
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License and media rights payable - current |
— |
|
5,209 |
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Total current liabilities |
8,659 |
|
15,936 |
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Convertible debenture |
50,849 |
|
43,631 |
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Lease obligations |
12,186 |
|
13,652 |
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License and media rights payable |
— |
|
11,809 |
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Derivatives and other long-term liabilities |
5,618 |
|
1,327 |
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Total liabilities |
77,312 |
|
86,355 |
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Commitments and contingencies |
|
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Shareholders' equity (deficit): |
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Common shares, nil par value; unlimited shares authorized; 159,420,141 and 158,009,541 shares issued and outstanding as of |
1 |
|
1 |
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Additional paid-in capital |
329,270 |
|
328,655 |
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Accumulated deficit |
(331,310) |
|
(301,569) |
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Total shareholders' equity (deficit) |
(2,039) |
|
27,087 |
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Total liabilities and shareholders' equity (deficit) |
$ 75,273 |
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$ 113,442 |
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CONSOLIDATED STATEMENTS OF OPERATIONS
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Year Ended |
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2025 |
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2024 |
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Revenue |
$ 49,897 |
|
$ 49,667 |
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Cost of goods sold |
28,197 |
|
28,407 |
|
Gross profit |
21,700 |
|
21,260 |
|
|
|
|
|
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Selling, general and administrative expenses |
41,968 |
|
53,247 |
|
Operating loss |
(20,268) |
|
(31,987) |
|
|
|
|
|
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Change in fair value of financial instruments |
(7,269) |
|
615 |
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Other income (expense), net |
(2,272) |
|
1,565 |
|
Loss before provision for income taxes |
(29,809) |
|
(29,807) |
|
Income tax benefit (expense) |
68 |
|
(39) |
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Net loss |
$ (29,741) |
|
$ (29,846) |
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Per common share amounts |
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Net loss per common share, basic and diluted |
$ (0.19) |
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$ (0.19) |
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CONDENSED CONSOLIDATED STATEMENTS CHANGES IN SHAREHOLDERS' EQUITY
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Common Shares |
|
Additional
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Accumulated Deficit |
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Total
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Shares |
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Amount |
|
|
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Balance—December 31, 2023 |
154,332,366 |
|
$ 1 |
|
$ 327,280 |
|
$ (271,723) |
|
$ 55,558 |
|
Common shares issued upon vesting of restricted share units, net of withholdings |
3,677,175 |
|
— |
|
(145) |
|
— |
|
(145) |
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Share-based compensation |
— |
|
— |
|
1,520 |
|
— |
|
1,520 |
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Net loss |
— |
|
— |
|
— |
|
(29,846) |
|
(29,846) |
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Balance—December 31, 2024 |
158,009,541 |
|
$ 1 |
|
$ 328,655 |
|
$ (301,569) |
|
$ 27,087 |
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Common shares issued upon vesting of restricted share units, net of withholding |
1,410,600 |
|
— |
|
(49) |
|
— |
|
$ (49) |
|
Share-based compensation |
— |
|
— |
|
664 |
|
— |
|
$ 664 |
|
Net loss |
— |
|
— |
|
— |
|
(29,741) |
|
(29,741) |
|
Balance—December 31, 2025 |
159,420,141 |
|
1 |
|
329,270 |
|
(331,310) |
|
(2,039) |
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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Year Ended |
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2025 |
|
2024 |
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Cash flows from operating activities: |
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Net loss |
$ (29,741) |
|
$ (29,846) |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
Depreciation and amortization |
6,323 |
|
9,979 |
|
Change in fair value of financial instruments |
7,269 |
|
(615) |
|
Convertible debenture and other accrued interest |
2,979 |
|
3,724 |
|
(Gain)/loss on foreign currency transaction |
2,141 |
|
(3,631) |
|
Changes in right-of-use assets |
1,579 |
|
1,771 |
|
Share-based compensation |
664 |
|
1,520 |
|
Inventory provision |
205 |
|
4,154 |
|
Other non-cash items |
(2,263) |
|
751 |
|
Changes in operating assets and liabilities: |
|
|
|
|
Accounts receivable, net |
368 |
|
361 |
|
Inventories, net |
108 |
|
(1,520) |
|
Prepaid expenses and other current assets |
232 |
|
1,332 |
|
Accounts payable, accrued and other liabilities |
(1,089) |
|
(1,664) |
|
Operating lease obligations |
(2,100) |
|
(2,247) |
|
License and media rights |
— |
|
(5,000) |
|
Other operating assets and liabilities, net |
(796) |
|
(330) |
|
Net cash used in operating activities |
(14,121) |
|
(21,261) |
|
Cash flows from investing activities: |
|
|
|
|
Purchases of property and equipment and intangible assets |
(549) |
|
(3,851) |
|
Proceeds from sale of assets |
137 |
|
55 |
|
Net cash used in investing activities |
(412) |
|
(3,796) |
|
Cash flows from financing activities: |
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|
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Other financing activities |
(50) |
|
(145) |
|
Net cash used in financing activities |
(50) |
|
(145) |
|
Net decrease in cash and cash equivalents |
(14,583) |
|
(25,202) |
|
Cash and cash equivalents —beginning of period |
22,618 |
|
47,820 |
|
Cash and cash equivalents —end of period |
$ 8,035 |
|
$ 22,618 |
|
Non-cash activities: |
|
|
|
|
Non-cash purchase of property and equipment and intangible assets |
— |
|
(3) |
(1) Non-GAAP Measures –EBITDA and Adjusted EBITDA
Earnings before interest, taxes, depreciation, and amortization ("EBITDA") is not a recognized performance measure under
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(1) |
EBITDA and Adjusted EBITDA are non-GAAP financial measures with reconciliations provided in the tables below. Adjusted EBITDA for the three and twelve months ended |
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Statement of Adjusted EBITDA |
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(In Thousands) |
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Three months ended |
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Twelve months ended |
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2025 |
|
2024 |
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2025 |
2024 |
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Net loss |
$ (11,424) |
|
$ (3,371) |
|
$ (29,741) |
$ (29,846) |
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|
|
|
|
|
|
|
|
Depreciation of property and equipment and amortization of intangibles |
1,673 |
|
2,473 |
|
6,323 |
9,979 |
|
Interest expense |
671 |
|
643 |
|
2,436 |
2,201 |
|
Income tax expense (benefit) |
(30) |
|
(22) |
|
(68) |
39 |
|
EBITDA |
$ (9,110) |
|
$ (277) |
|
$ (21,050) |
$ (17,627) |
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Stock Compensation |
152 |
|
223 |
|
664 |
1,520 |
|
Mark-to-market financial instruments |
4,400 |
|
86 |
|
7,269 |
(615) |
|
Inventory Provision |
181 |
|
228 |
|
205 |
4,154 |
|
Adjusted EBITDA |
$ (4,377) |
|
$ 260 |
|
$ (12,912) |
$ (12,568) |
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