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) March 3, 2021
 
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 5.02 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
As previously reported, effective October 1, 2020 Mr. T. Ronan Kennedy joined cbdMD, Inc. as its Chief Executive Officer. On March 3, 2021 our Board of Directors appointed Mr. Kennedy to also serve as our Chief Operating Officer. Effective March 3, 2021 we entered into Amendment No. 1 to the Executive Employment Agreement (“Amendment No. 1”) with Mr. Kennedy to reflect this additional role with our company. A copy of Amendment No. 1 is filed as Exhibit 10.1 to this report and incorporated herein by such reference.
 
Item 9.01 
Financial Statements and Exhibits.
 
(d)            
Exhibits.
 
 
 
 
Incorporated by Reference
 
Filed or
Furnished
Herewith
No.
 
Exhibit Description
 
Form
 
Date Filed
 
Number
 
 
 
 
 
 
 
 
 
 
 
 
 
Amendment No. 1 to the Executive Employment Agreement dated March 3, 2021 by and between cbdMD, Inc. and T. Ronan Kennedy
 
 
 
 
 
 
 
Filed
 
 
 
 
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 4, 2021
By:
/s/ T. Ronan Kennedy
 
 
T. Ronan Kennedy, Chief Financial Officer and Chief Operating Officer

 
 
 
Exhibit 10.1
AMENDMENT NO. 1
TO THE
EXECUTIVE EMPLOYMENT AGREEMENT
 
THIS AMENDMENT NO. 1 TO THE EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment No. 1”) is made and entered as of the 3rd day of March, 2021, by and between cbdMD, Inc., a North Carolina corporation whose principal place of business is 8845 Red Oak Boulevard, Charlotte, NC 28217 (the “Corporation”) and T. Ronan Kennedy, an individual whose address is 2713 Full Circle, Raleigh, NC 27613 (the “Executive”).
 
RECITALS
 
WHEREAS, the Corporation and the Executive are parties to that certain Executive Employment Agreement effective October 1, 2021 (the “Agreement”).
 
WHEREAS, the parties desire to amend a section of the Agreement as hereinafter set forth to appoint the Executive as Chief Operating Officer in addition to Chief Financial Officer.
 
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.           Amendment to Section 3(a) of the Employment Agreement. Section 3(a) of the Agreement is hereby amended to provide that the Executive shall also serve as the Corporation’s Chief Operating Officer during the Term of the Agreement. The Executive shall not be entitled to any additional compensation in connection with the appointment of him to such additional office.
 
3.           No Other Revisions; Defined Terms. Except as set forth herein, all other terms and conditions of the Agreement remain in full force and effect. All terms not otherwise defined herein shall have the same meaning as in the Agreement.
 
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the day and date first above written.
 
 
 
cbdMD, Inc.
 
 
 
 
 

By:  
/s/ Martin A. Sumichrast  
 
 
 
Martin A. Sumichrast
 
 
 
co-Chief Executive Officer
 
 
 
 
 
 
 
/s/ T. Ronan Kennedy  
 
 
 
T. Ronan Kennedy