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) September 22, 2023

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 September 22, 2023, cbdMD, Inc. (the “Company”) announced that it adjourned the Company’s Special Meeting of Shareholders (the “Special Meeting”) until October 26, 2023 to provide additional time for the Company to obtain approval of the proposal as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 11, 2023 (the “Proxy Statement”).

The Company decided to continue the meeting until October 26, 2023 to solicit additional votes from its holders of Series A Preferred Stock for the proposal set forth in the Proxy Statement, as at the time of the meeting there were insufficient votes to approve the proposal.

The adjourned Special Meeting will reconvene on Thursday, October 26, 2023 at 1:00 p.m. (Eastern Time) virtually at https://agm.issuerdirect.com/ycbd. The record date for the Special Meeting remains the close of business on August 1, 2023.

Shareholders who have already voted do not need to recast their votes unless they wish to change their vote. Proxies previously submitted in respect of the Special Meeting will be voted at the reconvened Special Meeting unless properly revoked, and shareholders who have previously submitted a proxy or otherwise voted need not take any action. During the period of adjournment, the Company will continue to solicit votes from its shareholders with respect to the proposal set forth in the Proxy Statement. No changes have been made in the proposal to be voted on by stockholders at the Special Meeting. The Company encourages all stockholders as of the record date on August 1, 2023 who have not yet voted to do so promptly.

The Company’s Proxy Statement, Definitive Additional Materials and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at www.sec.gov. On September 22, 2023, the Company issued a press release announcing the adjournment of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated by reference into this Item 8.01.

The information in Item 8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated September 22, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 25, 2023	By:	/s/ T. Ronan Kennedy
		T. Ronan Kennedy, Chief Financial Officer

EX-99.1

Exhibit 99.1

cbdMD Announces Adjournment of Special Meeting

Scheduled to Reconvene October 26, 2023, 1:00 p.m. (Eastern Time)

Charlotte, NC, September 22, 2023 - cbdMD, Inc. (NYSE American: YCBD, YCBD-pa) announced that its Special Meeting of Shareholders that convened on September 22, 2023 has been adjourned until October 26, 2023 at 1:00 p.m. (Eastern Time) to solicit additional proxies for its proposal to approve an amendment to the Company’s Certificate of Designation for the Series A Preferred Stock to provide that each share of Series A Preferred Stock will be automatically converted into three shares of common stock. The adjourned meeting will be a completely “virtual” meeting of shareholders, and shareholders will be able to listen and participate in the virtual meeting as well as vote during the live webcast of the meeting by visiting https://agm.issuerdirect.com/ycbd and entering the control ID and Request ID number printed on the form of proxy or voting instruction form or scan the QR Code on the form of proxy to access the website and follow the instructions on the screen.

The Board of Directors believes approval of the proposal is in the best interests of cbdMD and its shareholders because the automatic conversion of the Series A Preferred into common stock, eliminating the Series A Preferred dividend, change of control, conversion rights and redemption rights significantly enhances cbdMD’s outlook and has significant benefits to both classes of our outstanding stock. The proposal is described in more detail in cbdMD’s proxy statement dated August 11, 2023, furnished to shareholders in connection with the Special Meeting filed under the Company’s EDGAR profiles, and can also be found on the Company’s website at https://www.cbdmd.com/pages/investors.

While our shareholders have approved an adjournment of the meeting, at the time of the meeting there were insufficient votes to approve the Series A Preferred amendment proposal. cbdMD encourages any shareholder that has not yet voted its shares on the proposal or is uncertain if their shares have been voted on the proposal to contact their broker or bank. The record date of the meeting shall remain August 1, 2023. Accordingly, the Board of Directors and management requests shareholders as of the record date, August 1, 2023, to please vote their proxies as soon as possible, but no later than October 25, 2023 at 11:59 p.m. (Eastern Time). Shareholders who have previously submitted their proxy or otherwise voted for the proposal and who do not want to change their vote need not take any action.

Your Vote is Important

Whether or not you plan to virtually attend the meeting, please vote as soon as possible by one of the methods described in the proxy materials to ensure that your shares are represented and voted at the meeting.

How to Vote

Your vote is important regardless of the number of shares you own. Registered and beneficial shareholders may vote using the following methods:

● Internet: Go to https://www.iproxydirect.com/ycbd and enter the control ID and Request ID number printed on the form of proxy or voting instruction form or scan the QR Code on the form of proxy to access the website and follow the instructions on the screen.

● Telephone: Call the toll-free telephone number (1-866-752-8683) provided on the form of proxy or voting instruction form and follow the prompted voting instructions. You will need to enter the 16-digit control number.

● Email: Email voting instructions to proxy@iproxydirect.com, including your Control ID in your email.

If you hold your shares through an intermediary, please follow the instructions on the voting instruction form provided by such intermediary to ensure that your vote is counted at the meeting.

Shareholder Questions

If you have questions or need more information about the meeting including your Control and Request IDs, please contact cbdMD, Inc.’s Investor Relation Team by telephone at 1-704-445-3060 or by e-mail at IR@cbdmd.com.

About cbdMD:

cbdMD, Inc. is one of the leading and most highly trusted and recognized hemp-derived cannabidiol (CBD) brands with a comprehensive line of U.S. produced, THC-free¹ CBD products as well as Full Spectrum and Delta 9 THC products. The cbdMD brand currently includes high-quality, premium CBD products including tinctures, gummies, topicals, capsules, sleep aids and more. The Company’s Paw CBD brand includes formulated pet products including tinctures, chews and topicals in varying strengths. To learn more about cbdMD and the complete line of products, please visit www.cbdmd.com, follow cbdMD on Instagram and Facebook or visit one of the thousands of retail outlets that carry cbdMD products.

Forward-Looking Statements:

This press release contains certain forward-looking statements, such as the need for shareholders to approve the proposal, that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements can be identified using words such as “should,” “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict. You are urged to carefully review and consider any cautionary statements, and other disclosures, including the statements made under the heading “Risk Factors” in cbdMD, Inc.’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022 as filed with the Securities and Exchange Commission (the “SEC”) and our other filings with the SEC. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of cbdMD, Inc. and are difficult to predict. cbdMD, Inc. does not undertake any duty to update any forward-looking statements except as may be required by law. The information which appears on cbdMD’s websites and cbdMD’s social media platforms, including, but not limited to, Instagram and Facebook, is not part of this press release.

1 THC-free is defined as below the level of detection using validated scientific analytical tools.

Contact Information:
cbdMD, Inc.
Ronan Kennedy, Interim CEO & CFO
+1 (704) 445-3064
IR@cbdmd.com

XML

Document And Entity Information	Sep. 22, 2023
Document Information [Line Items]
Entity, Registrant Name	cbdMD, INC.
Document, Type	8-K
Document, Period End Date	Sep. 22, 2023
Entity, Incorporation, State or Country Code	NC
Entity, File Number	001-38299
Entity, Tax Identification Number	47-3414576
Entity, Address, Address Line One	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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Amendment Flag	false
Entity, Central Index Key	0001644903
Common Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	common
Trading Symbol	YCBD
Security Exchange Name	NYSE
SeriesACumulativeConvertiblePreferredStock8 Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	8% Series A Cumulative Convertible Preferred Stock
Trading Symbol	YCBD PR A
Security Exchange Name	NYSE