Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported)
November 13,
2020
|
cbdMD, INC.
|
|
(Exact name of registrant as specified in its charter)
|
|
North Carolina
|
001-38299
|
47-3414576
|
|
(State or other jurisdiction of incorporation or
organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
8845 Red Oak Blvd, Charlotte, NC 28217
(Address of principal executive offices)(Zip Code)
Registrant's
telephone number, including area code: (704) 445-3060
|
_______________________________________
|
|
(Former name or former address, if changed since last
report)
|
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
common
|
YCBD
|
NYSE
American
|
|
8%
Series A Cumulative Convertible Preferred Stock
|
YCBD PR
A
|
NYSE
American
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
|
Emerging
growth company ☑
|
|
If an
emerging growth company, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ☐
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective November
13, 2020 cbdMD, Inc. (the “Company”) entered into
amendments to the employment agreements with Messrs. Martin A.
Sumichrast and R. Scott Coffman, its co-Chief Executive
Officers.
Under
the terms of Amendment No. 1 to the Executive Employment Agreement
dated September 6, 2018 between the Company and Mr. Sumichrast, the
Company increased Mr. Sumichrast’s annual base salary to
$335,000 and awarded him a discretionary cash bonus of $250,000,
payable in January 2021,
provided that (a) the Executive Employment
Agreement with Mr. Sumichrast has not otherwise been terminated by
either party for any reason, (b) the Company’s audited
financial statements for the year ended September 30, 2020 shall
have been completed and the Company’s independent registered
public accounting firm shall have issued an unqualified opinion on
such financial statements, and (c) the Company shall have timely
filed its Annual Report on Form 10-K for the fiscal year ended
September 30, 2020.
Under
the terms of Amendment No. 1 to the Executive Employment Agreement
dated December 20, 2018 between CBD Industries, LLC, a wholly-owned
subsidiary of the Company, and Mr. Coffman, Mr. Coffman’s
annual base salary was also increased to $335,000 and he was also
awarded a discretionary bonus of $250,000, payable in January 2021,
provided that (a) the Executive Employment Agreement with Mr.
Coffman has not otherwise been terminated by either party for any
reason, (b) the Company’s audited financial statements for
the year ended September 30, 2020 shall have been completed and the
Company’s independent registered public accounting firm shall
have issued an unqualified opinion on such financial statements,
and (c) the Company shall have timely filed its Annual Report on
Form 10-K for the fiscal year ended September 30,
2020.
The
foregoing summaries of the terms and conditions of these amendments
are qualified in their entirety by reference to the forms of
amendments which are filed as Exhibits 10.1 and 10.2 to this
report.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
|
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
||||
|
No.
|
|
Exhibit Description
|
|
Form
|
|
Date Filed
|
|
Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Form of
Amendment No. 1 effective November 13, 2020 to Executive Employment
Agreement between cbdMD, Inc. and Martin A. Sumichrast
|
|
|
|
|
|
|
|
Filed
|
|
|
|
Form of
Amendment No. 1 effective November 13, 2020 to Executive Employment
Agreement between CBD Industries LLC and R. Scott
Coffman
|
|
|
|
|
|
|
|
Filed
|
|
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
cbdMD,
Inc.
|
|
|
|
|
|
|
Date:
November 17, 2020
|
By:
|
/s/
Ronan Kennedy
|
|
|
|
Ronan
Kennedy, Chief Financial Officer
|