UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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cbdMD, INC.
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(Exact
name of registrant has specified in its charter)
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North Carolina
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47-3414576
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(State
of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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8845 Red Oak Boulevard, Charlotte, NC
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28217
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(Address
of principal executive offices)
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(Zip
Code)
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Securities to be
registered pursuant to Section 12(b) of the Act:
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Title
of each class to be so registered
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Name of
each exchange on which each class is to be registered
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8.0% Series A Cumulative Convertible Preferred Stock
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NYSE American LLC
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If this
form related to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box
☒
If this
form related to the registration of a class of securities pursuant
to Section 12 (g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box
☐
If this
form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box
☐
Securities
Act registration statement or Regulation A offering statement file
number to which this form relates: 333-228773
Securities to be
registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item
1. Description of Registrant’s Securities to be
Registered.
The description of the 8.0% Series A Cumulative
Convertible Preferred Stock, par value $0.001 per share (the
“Series A Convertible Preferred Stock”), of cbdMD, Inc.
(the “Registrant”), as included under the
heading “Description of
the Series A Convertible Preferred Stock” in the
Registrant’s prospectus, dated October 10, 2019, forming a
part of the shelf Registration Statement on Form S-3 originally
filed with the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Act of 1933, as
amended, on December 13, 2018
(Registration No. 333-228773), including exhibits, and as
subsequently amended from time to time (the “Registration
Statement”), which
Registration Statement was declared effective by the Commission on
April 9, 2019, is hereby incorporated by
reference.
The
Registrant has applied for listing of its Series A Convertible
Preferred Stock to be registered hereunder on the NYSE American LLC
under the symbol “YCBDPRA.”
Item
2. Exhibits.
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Incorporated by Reference |
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Filed or
Furnished
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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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Herewith
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Articles
of Incorporation
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1-A
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9/18/17
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2.1
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Articles
of Amendment to the Articles of Incorporation filed April 22,
2015
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1-A
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9/18/17
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2.2
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Articles
of Amendment to the Articles of Incorporation filed June 22,
2015
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1-A
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9/18/17
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2.3
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Articles
of Amendment to the Articles of Incorporation filed November 17,
2016
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1-A
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9/18/17
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2.4
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Articles
of Amendment to the Articles of Incorporation filed December 5,
2016
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1-A
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9/18/17
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2.5
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Articles
of Amendment to the Articles of Incorporation filed April 22,
2019
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8-K
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4/29/19
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3.7
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Articles
of Amendment to the Articles of Incorporation including the
Certificate of Designations, Rights and Preferences of the 8%
Series A Cumulative Convertible Preferred Stock filed October 11,
2019
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Filed
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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cbdMD,
INC.
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| October 11, 2019 |
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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