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)
May 14,
2021
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cbdMD, INC.
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(Exact name of registrant as specified in its charter)
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North Carolina
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001-38299
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47-3414576
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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8845 Red Oak Blvd, Charlotte, NC 28217
(Address of principal
executive offices)(Zip Code)
Registrant's
telephone number, including area code: (704) 445-3060
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________________________________
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(Former name or former address, if changed since last
report)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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common
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YCBD
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NYSE
American
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8.0%
Series A Cumulative Convertible Preferred Stock
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YCBDpA
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NYSE
American
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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).
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Emerging
growth company ☑
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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
3.02 Unregistered
Sales of Equity Securities.
As
previously reported, on December 20, 2018 (the “Closing Date”) cbdMD,
Inc. closed that certain Agreement and Plan of Merger (the
“Merger
Agreement”) dated December 3, 2018 by and among our
company, our subsidiaries and Cure Based Development, LLC
(“Cure Based
Development”). Pursuant to the terms of the Merger
Agreement, as partial merger consideration CBD Holding, LLC
(“CBDH”), the then sole
member of Cure Based Development, was entitled to receive (the
“Earnout
Rights”) up to 15,250,000 additional shares of our
common stock (the “Earnout Shares”)
upon the satisfaction of certain
aggregate net revenue criteria within 60 months following the
Closing Date. The possible issuance of the Earnout Shares was
approved by our shareholders in April 2019. In February 2020 CBDH
distributed the Earnout Rights to its members which included
affiliates of both Martin A. Sumichrast and R. Scott Coffman,
executive officers and directors of our company. In February 2020
we issued those members an aggregate of 5,127,792 shares of our
common stock upon the conclusion of the first earnout marking
period, and in March 2021 we issued those members an aggregate of
3,348,520 shares of our common stock upon the conclusion of
the second earnout marking period.
On
March 31, 2021 we entered into Addendum No. 1 to the Merger
Agreement with the members which amended the measurement periods
within the third marking period to change the determination of the
aggregate net revenues within the third marking period to a
quarterly basis for each of the six fiscal quarters within the
third marking period, beginning with the quarter ended March 31,
2021, instead of following third marking period end date which was
18 months after the beginning of the third marking
period.
Following the
completion of the March 31, 2021 quarter within the third marking
period, and in accordance with the terms of the Merger Agreement,
as amended, we determined that the net revenues for the March 31,
2021 quarter within the third marking period were $11,798,611, and
on May 14, 2021 we issued the members an aggregate of 562,278
shares of our common stock. The recipients were accredited
investors and the issuances were exempt from registration under the
Securities Act of 1933, as amended, in reliance on an exemption
provided by Section 4(a)(2) of that act.
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.
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cbdMD,
Inc.
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By:
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/s/ T.
Ronan Kennedy
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T.
Ronan Kennedy, Chief Financial Officer and Chief Operating
Officer
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