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)
April 27,
2020
cbdMD, INC.
(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
_______________________________________
(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:
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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%
Series A Cumulative Convertible Preferred Stock
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YCBD PR
A
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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).
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 1.01. Entry into a Material Definitive
Agreement.
On April 27, 2020, cbdMD, Inc. (the
“Company”) received a loan from Truist Bank (the
“Lender”) in the principal amount of $1,456,100 (the
“SBA Loan”), under the Paycheck Protection Program
(“PPP”), which was established under the recently
enacted Coronavirus Aid, Relief, and Economic Security Act (the
“CARES Act”) administered by the U.S. Small Business
Administration (the “SBA”). The SBA Loan is evidenced
by a promissory note issued by the Company (the “Note”)
to the Lender.
The term of the Note is two years, though it may be payable sooner
in connection with an event of default under the Note. The SBA Loan
carries a fixed interest rate of one percent per year, with the
first payment due seven months from the date of initial cash
receipt. Under the CARES Act and the PPP, certain amounts of loans
made under the PPP may be forgiven if the recipients use the loan
proceeds for eligible purposes, including payroll costs and certain
rent or utility costs, and meet other requirements regarding, among
other things, the maintenance of employment and compensation
levels. The Company intends to use the SBA Loan for qualifying
expenses and to apply for forgiveness of the SBA Loan in accordance
with the terms of the CARES Act. However, no assurance is provided
that the Company will obtain forgiveness of the PPP Loan in whole
or in part. Any forgiven amount is allowed to be excluded from the
Company’s taxable income.
The Note provides for customary events of default, including, among
others, those relating to failure to make payment, bankruptcy,
materially false or misleading representations to the Lender or the
SBA, and adverse changes in the Company's financial condition or
business operations that the Lender believes may materially affect
the Company's ability to pay the SBA Loan. The Company did
not provide any collateral or guarantees for the SBA Loan and may
prepay the SBA Loan subject to the terms of the Note.
The foregoing description of the SBA Loan and the Note does not
purport to be complete and is qualified in its entirety by
reference to the Note, a copy of which is attached to this Current
Report on Form 8-K as Exhibit 10.1, and incorporated herein by
reference into this Item 1.01.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may
constitute “forward-looking statements” within the
meaning of the federal securities laws. Examples of forward-looking
statements include statements regarding the Company’s use of
the SBA Loan proceeds and its application for, and ability to
obtain, forgiveness of the SBA Loan. The forward-looking statements
made in this Current Report on Form 8-K speak only as of the date
of this Current Report on Form 8-K, and the Company assumes no
obligation to update any such forward-looking statements to reflect
actual results or changes in expectations, except as otherwise
required by law.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth in Item 1.01 of this Current Report on
Form 8-K is hereby incorporated by reference into this Item
2.03.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Incorporated by Reference
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Filed or
Furnished
Herewith
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No.
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Exhibit Description
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Form
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Date Filed
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Number
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Note
between cbdMD and Truist
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Furnished
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2
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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Date:
April 30, 2020
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By:
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/s/
Mark S. Elliott
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Mark S.
Elliott, Chief Financial Officer and Chief Operating
Officer
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