Attached files
file | filename |
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EX-10.1 - FORM OF LOCK UP AGREEMENT - cbdMD, Inc. | ycbd_ex101.htm |
EX-5.2 - OPINION OF GAVIGAN LAW, PLLC - cbdMD, Inc. | ycbd_ex52.htm |
EX-5.1 - OPINION OF PEARLMAN LAW GROUP LLP - cbdMD, Inc. | ycbd_ex51.htm |
EX-4.1 - FORM OF REPRESENTATIVE WARRANT - cbdMD, Inc. | ycbd_ex41.htm |
EX-1.1 - UNDERWRITING AGREEMENT DATED JUNE 28, 2021 - cbdMD, Inc. | ycbd_ex11.htm |
8-K - FORM 8-K - cbdMD, Inc. | ycbd_8k.htm |
Exhibit 99.1
cbdMD, Inc. Announces Pricing of $14.3 Million 8.0% Series
A
Cumulative Convertible Preferred Stock Offering
CHARLOTTE, NC, June 28, 2021 (BUSINESS NEWSWIRE) – cbdMD,
Inc. (NYSE American: YCBD, YCBDpA) today
announced the pricing of its
underwritten public offering of 1,913,100 shares of its 8.0% Series
A Cumulative Convertible Preferred Stock at a price to the public
of $7.50 per share. cbdMD expects to receive gross proceeds of
$14,348,250 from the offering. The closing of the offering is
expected to occur on or about July 1, 2021, subject to the
satisfaction of customary closing conditions. The shares will be
convertible into shares of cbdMD’s common stock at the
holder’s option at a conversion price of $6.00 per
share, or by cbdMD at a
conversion price of $6.00 per share if the trading price of its
common stock equals or exceeds $8.25 per share for at least 20
trading days in any 30 consecutive trading day period ending five
days prior to the date of notice of conversion. The shares will not be redeemable prior to
October 16, 2023, except upon the occurrence of a change of
control.
The underwriters have been granted a 45-day option to purchase up
to 286,900 additional shares of 8.0% Series A Cumulative
Convertible Preferred Stock from cbdMD, exercisable in whole or in
part, solely to cover over-allotments, at the public offering price
less the underwriting discount.
cbdMD intends to use the net proceeds from the offering
for working capital and
other general corporate purposes.
ThinkEquity, a division of Fordham Financial Management, Inc., is
acting as sole book-running manager for the offering.
The shares described above are being offered by cbdMD pursuant to a
shelf registration statement on Form S-3 (File No. 333-228773)
previously filed with and subsequently declared effective by the
Securities and Exchange Commission (SEC).
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. Preliminary
prospectus supplements and accompanying base prospectus relating to
this offering have been filed with the SEC and are available
at the SEC’s website at http://www.sec.gov. Before investing,
you should read the preliminary prospectus supplements and the
accompanying prospectus for information about cbdMD and this
offering. A final prospectus supplement related to the offering
will also be filed with the SEC.
Copies of the final prospectus supplement and accompanying
prospectus relating to the offering, when available, may be
obtained from ThinkEquity, a division of Fordham Financial
Management, Inc., 17 State Street, 22nd Floor, New York, New
York 10004, by telephone at (877) 436-3673, by email
at prospectus@think-equity.com.
Electronic copies of the final prospectus supplement and
accompanying prospectus will also be available on the SEC’s
website at http://www.sec.gov.
About cbdMD, Inc.
cbdMD, Inc. is a nationally recognized consumer cannabidiol (CBD)
brand whose current products include CBD tinctures, CBD capsules,
CBD gummies, CBD topicals, CBD bath bombs, and CBD pet
products.
Safe Harbor / Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 regarding the proposed public
offering and the intended use of proceeds from the offering. The
offering is subject to market and other conditions and there can be
no assurance as to whether or when the offering may be completed or
as to the actual size or terms of the offering. These
forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially, including
market conditions, risks associated with the cash requirements of
our business and other risks detailed from time to time in our
filings with the SEC, and represent our views only as of the date
they are made and should not be relied upon as representing our
views as of any subsequent date. We do not assume any obligation to
update any forward-looking statements.
Company Contact:
John Weston
Director of Investor Relations
john.weston@cbdmd.com
704-249-9515
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