8-K

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)  February 28, 2022

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
8.0% Series A Cumulative Convertible Preferred Stock	YCBDpA	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 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 (marking periods) 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. 

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 December 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 December 31, 2021 quarter within the third marking period were $9,321,822 and on February 28, 2022 we issued the members an aggregate of 444,243 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.

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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: March 2, 2022	By:	/s/ T. Ronan Kennedy
		T. Ronan Kennedy, Chief Financial Officer and Chief Operating Officer

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XML

Cover	Feb. 28, 2022
Cover [Abstract]
Entity Registrant Name	cbdMD, INC.
Entity Central Index Key	0001644903
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	true
Document Period End Date	Feb. 28, 2022
Entity Ex Transition Period	false
Entity Incorporation State Country Code	NC
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	001-38299
Entity Tax Identification Number	47-3414576
Entity Address Address Line 1	8845 Red Oak Blvd
Entity Address City Or Town	Charlotte
Entity Address State Or Province	NC
Entity Address Postal Zip Code	28217
City Area Code	704
Local Phone Number	445-3060
Security 12b Title	8.0% Series A Cumulative Convertible Preferred Stock
Trading Symbol	YCBD
Security Exchange Name	NYSE