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) June 1, 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% 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 8.01 Other Events. 

On June 1, 2022 cbdMD, Inc. issued a press release addressing matters relating to its chief executive officer.  A copy of this press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.   

Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits.

		Incorporated by Reference			Filed or Furnished Herewith
No.	Exhibit Description	Form	Date Filed	Number
99.1	Press release issued June 1, 2022				Filed

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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: June 1, 2022	By:	/s/ T. Ronan Kennedy
		T. Ronan Kennedy, Chief Financial Officer and Chief Operating Officer

3

EX-99.1

EXHIBIT 99.1

cbdMD, Inc. Addresses Executive SEC Matter

June 1, 2022, cbdMD, Inc. (NYSE American: YCBD, YCBDpA), announced today that the company has learned that the Securities and Exchange Commission (“SEC”) has brought a civil action against Martin Sumichrast, relating to a private company previously managed by Mr. Sumichrast, which was dissolved in early 2020. The company notes that the complaint does not allege any wrongdoing by cbdMD, Inc. However, the complaint states that Mr. Sumichrast engaged in a series of transactions with entities in which he personally had a conflict of interest, including the company during 2017 and 2018.  The SEC seeks injunctive and equitable relief, including an officer-and-director bar against Mr. Sumichrast.  Mr. Sumichrast serves as the company’s chairman and chief executive officer.  The company’s board of directors has formed a special committee of independent directors to review the SEC action to evaluate the consequences on the company, if any, and, together with counsel, promptly recommend an appropriate course of action to the board. The special committee will also endeavor to monitor the action.  Mr. Sumichrast has agreed to cooperate fully with the special committee while focusing on executing cbdMD’s commitment to remaining one of the nation’s leading and most highly trusted and recognized CBD companies.

About cbdMD, Inc.

cbdMD, Inc. is one of the leading and most highly trusted and most recognized cannabidiol (CBD) brands with a comprehensive line of U.S. produced, THC-free¹ CBD products as well as our new Full Spectrum products. Our cbdMD brand currently includes over 130 SKUs of high-grade, premium CBD products including CBD tinctures, CBD gummies, CBD topicals, CBD capsules, CBD bath bombs, CBD sleep aids and CBD drink mixes. Our Paw CBD brand of pet products includes over 45 SKUs of veterinarian-formulated products including tinctures, chews, topicals products in varying strengths, and our CBD Botanicals brand of beauty and skincare products features 15 SKUs, including facial oil and serum, toners, moisturizers, clear skin, facial masks, exfoliants and body care. To learn more about cbdMD and their comprehensive line of U.S. grown, THC-free¹ CBD oil and Full Spectrum products, please visit www.cbdmd.com, follow cbdMD on Instagram and Facebook, or visit one of the thousands of retail outlets that carry cbdMD’s products.

XML

Cover	Jun. 01, 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	Jun. 01, 2022
Entity Ex Transition Period	false
Entity File Number	001-38299
Entity Incorporation State Country Code	NC
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
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	445-3060
Security 12b Title	8% Series A Cumulative Convertible Preferred Stock
Trading Symbol	YCBD
Security Exchange Name	NYSEAMER