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)
November 13,
2020
cbdMD, INC.
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(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
_______________________________________
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(Former name or former address, if changed since last
report)
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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
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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 ☑
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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
5.02 Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective November
13, 2020 cbdMD, Inc. (the “Company”) entered into
amendments to the employment agreements with Messrs. Martin A.
Sumichrast and R. Scott Coffman, its co-Chief Executive
Officers.
Under
the terms of Amendment No. 1 to the Executive Employment Agreement
dated September 6, 2018 between the Company and Mr. Sumichrast, the
Company increased Mr. Sumichrast’s annual base salary to
$335,000 and awarded him a discretionary cash bonus of $250,000,
payable in January 2021,
provided that (a) the Executive Employment
Agreement with Mr. Sumichrast has not otherwise been terminated by
either party for any reason, (b) the Company’s audited
financial statements for the year ended September 30, 2020 shall
have been completed and the Company’s independent registered
public accounting firm shall have issued an unqualified opinion on
such financial statements, and (c) the Company shall have timely
filed its Annual Report on Form 10-K for the fiscal year ended
September 30, 2020.
Under
the terms of Amendment No. 1 to the Executive Employment Agreement
dated December 20, 2018 between CBD Industries, LLC, a wholly-owned
subsidiary of the Company, and Mr. Coffman, Mr. Coffman’s
annual base salary was also increased to $335,000 and he was also
awarded a discretionary bonus of $250,000, payable in January 2021,
provided that (a) the Executive Employment Agreement with Mr.
Coffman has not otherwise been terminated by either party for any
reason, (b) the Company’s audited financial statements for
the year ended September 30, 2020 shall have been completed and the
Company’s independent registered public accounting firm shall
have issued an unqualified opinion on such financial statements,
and (c) the Company shall have timely filed its Annual Report on
Form 10-K for the fiscal year ended September 30,
2020.
The
foregoing summaries of the terms and conditions of these amendments
are qualified in their entirety by reference to the forms of
amendments which are filed as Exhibits 10.1 and 10.2 to this
report.
Item
9.01 Financial
Statements and 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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Form of
Amendment No. 1 effective November 13, 2020 to Executive Employment
Agreement between cbdMD, Inc. and Martin A. Sumichrast
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Filed
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Form of
Amendment No. 1 effective November 13, 2020 to Executive Employment
Agreement between CBD Industries LLC and R. Scott
Coffman
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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.
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cbdMD,
Inc.
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Date:
November 17, 2020
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By:
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/s/
Ronan Kennedy
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Ronan
Kennedy, Chief Financial Officer
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EXHIBIT 10.1
FORM OF
AMENDMENT NO. 1
TO THE
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO THE EXECUTIVE
EMPLOYMENT AGREEMENT
(“Amendment
No. 1”) is made and entered effective this 13th day of
November, 2020 by and between cbdMD, Inc., a North Carolina
corporation (the “Corporation”)
and Martin A. Sumichrast, an individual (the “Executive”).
RECITALS
WHEREAS, the Executive is the Chairman
of the Corporation’s Board of Directors and its co-Chief
Executive Officer.
WHEREAS, the Corporation and the
Executive are parties to that certain Executive Employment
Agreement dated September 6, 2018 (the “Sumichrast
Employment Agreement”).
WHEREAS, the parties desire to amend the
Sumichrast Employment Agreement as herein after set
forth.
NOW, THEREFORE, in consideration of the
mutual agreements herein made, the Corporation and the Executive do
hereby agree as follows:
1. Recitals.
The above recitals are true, correct, and are herein incorporated
by reference.
2. Base
Salary.
(i) Section
5a of the Sumichrast Employment Agreement is hereby deleted in its
entirety and replaced with the following:
a.
Salary. The
Executive shall be paid a base salary (“Base
Salary”), payable in accordance with the Corporation's
policies from time to time for senior executives, at an annual rate
Three Hundred Thirty-five Thousand dollars ($335,000). The Base
Salary thereafter may be increased, but not decreased, from time to
time, by the Compensation Committee of the Board of Directors in
connection with reviews of Executive’s performance, which
such reviews shall occur no less frequently than
annually.
(ii) The
foregoing increase in the Base Salary payable to the Executive
shall be retroactively effective to the first day of the current
payroll period of the Corporation.
3.
Award of
Discretionary Bonus. The Executive is hereby awarded a
discretionary bonus of Two Hundred Fifty Thousand dollars
($250,000), payable in January 2021, provided that (a) the
Sumichrast Employment Agreement has not otherwise been terminated
by either party for any reason, (b) the Corporation’s audited
financial statements for the year ended September 30, 2020 shall
have been completed and the Corporation’s independent
registered public accounting firm shall have issued an unqualified
opinion on such financial statements, and (c) the Corporation shall
have timely filed its Annual Report on Form 10-K for the fiscal
year ended September 30, 2020 (collectively, the
“Bonus
Conditions”). The determination of the satisfaction of
the Bonus Conditions shall be made in writing by the Chairman of
the Audit Committee of the Corporation’s Board of
Directors.
4.
No Other
Revisions. Except as set forth herein, all other terms and
conditions of the Sumichrast Employment Agreement remain in full
force and effect.
IN WITNESS WHEREOF, the parties have
executed this Amendment No. 1 as of the day and date first above
written.
Witness:
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THE CORPORATION:
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cbdMD,
Inc.
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By: T. Ronan
Kennedy,
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Chief Financial
Officer
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Witness:
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THE
EXECUTIVE
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EXHIBIT 10.2
FORM OF
AMENDMENT NO. 1
TO THE
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO THE EXECUTIVE
EMPLOYMENT AGREEMENT (“Amendment No.
1”) is made and entered effective this 13th day of
November, 2020 by and between CBD Industries LLC, a North Carolina
limited liability company formerly known as cbdMD LLC (the
“Company”)
and R. Scott Coffman (the “Executive”).
RECITALS
WHEREAS, the Company is a wholly-owned
subsidiary of cbdMD, Inc., a North Carolina corporation (the
“Parent”).
WHEREAS, the
Executive serves as co-Chief Executive Officer of the Parent and
Chief Executive Officer of the Company.
WHEREAS, the Company and the Executive
are parties to that certain Executive Employment Agreement dated
December 20, 2018 (the “Coffman Employment
Agreement”).
WHEREAS, the parties desire to amend the
Coffman Employment Agreement as herein after set
forth.
NOW, THEREFORE, in consideration of the
mutual agreements herein made, the Company and the Executive do
hereby agree as follows:
1. Recitals.
The above recitals are true, correct, and are herein incorporated
by reference.
2. Base
Salary.
(i) Section
5a of the Coffman Employment Agreement is hereby deleted in its
entirety and replaced with the following:
a.
Salary. The
Executive shall be paid a base salary (“Base
Salary”), payable in accordance with the Company's
policies from time to time for senior executives, at an annual rate
Three Hundred Thirty-five Thousand dollars ($335,000). The Base
Salary thereafter may be increased, but not decreased, from time to
time, by the Compensation Committee of the Board of Directors of
the Parent (the “Parent Compensation
Committee”) in connection with reviews of
Executive’s performance, which such reviews shall occur no
less frequently than annually.
(ii) The
foregoing increase in the Base Salary payable to the Executive
shall be retroactively effective to the first day of the current
payroll period of the Company.
3.
Award of
Discretionary Bonus. The Executive is hereby awarded a
discretionary bonus of Two Hundred Fifty Thousand dollars
($250,000), payable in January 2021, provided that (a) the Coffman
Employment Agreement has not otherwise been terminated by either
party, (b) the Parent’s audited financial statements for the
fiscal year ended September 30, 2020 shall have been completed and
the Parent’s independent registered public accounting firm
shall have issued an unqualified opinion on such financial
statements, and (c) the Parent shall have timely filed its Annual
Report on Form 10-K for the fiscal year ended September 30, 2020
(collectively, the “Bonus
Conditions”). The determination of the satisfaction of
the Bonus Conditions shall be made in writing by the Chairman of
the Audit Committee of the Parent’s Board of
Directors.
4.
No Other
Revisions. Except as set forth herein, all other terms and
conditions of the Coffman Employment Agreement remain in full force
and effect.
IN WITNESS WHEREOF, the parties have
executed this Amendment No. 1 as of the day and date first above
written.
Witness:
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THE CORPORATION:
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CBD Industries
LLC
cbdMD, Inc., its
sole member
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By: T. Ronan
Kennedy,
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Chief Financial
Officer
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Witness:
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THE
EXECUTIVE
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