0001437749-24-001621.txt : 20240118 0001437749-24-001621.hdr.sgml : 20240118 20240118160523 ACCESSION NUMBER: 0001437749-24-001621 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240111 FILED AS OF DATE: 20240118 DATE AS OF CHANGE: 20240118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coffman Raymond Scott CENTRAL INDEX KEY: 0001761772 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38299 FILM NUMBER: 24541809 MAIL ADDRESS: STREET 1: 230 S. TRYON ST., #1302 CITY: CHARLOTTE STATE: NC ZIP: 28202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: cbdMD, Inc. CENTRAL INDEX KEY: 0001644903 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 473414576 STATE OF INCORPORATION: NC FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 8845 RED OAK BOULEVARD CITY: CHARLOTTE STATE: NC ZIP: 28217 BUSINESS PHONE: 704-445-3060 MAIL ADDRESS: STREET 1: 8845 RED OAK BOULEVARD CITY: CHARLOTTE STATE: NC ZIP: 28217 FORMER COMPANY: FORMER CONFORMED NAME: Level Brands, Inc. DATE OF NAME CHANGE: 20170202 FORMER COMPANY: FORMER CONFORMED NAME: LEVEL BEAUTY GROUP, INC. DATE OF NAME CHANGE: 20150611 4 1 rdgdoc.xml FORM 4 X0508 4 2024-01-11 0001644903 cbdMD, Inc. YCBD 0001761772 Coffman Raymond Scott C/O 8845 RED OAK BOULEVARD CHARLOTTE NC 28217 1 0 Common Stock 2024-01-11 4 A 0 13011 A 387695 I See footnote Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated December 3, 2018, which closed on December 20, 2018 (the "Closing Date"), CBD Holding, LLC ("CBDH"), was entitled to receive (the "Earnout Rights") up to 338,889 additional shares of the Issuer's common stock for no additional consideration (the "Earnout Shares"), with such Earnout Shares to be issued upon the satisfaction of certain aggregate net revenue criteria. The issuance of the Earnout Shares was approved by the Issuer's shareholders in April 2019. On February 26, 2020, CBDH distributed the Earnout Rights to its members, including Coffman Family Office, LLC, on a pro rata basis. On January 11, 2024, in accordance with the terms of the Merger Agreement, as amended, the Issuer determined that the net revenue criteria for the final Marking Period had been achieved and issued an aggregate of 19,818 shares of its common stock, including 13,011 to Coffman Family Office, LLC. Includes (i) 81,867 shares held of record by Edge of Business, LLC ("Edge of Business"); and (ii) 305,828 shares held of record by the Coffman Family Office. The Reporting Person disclaims beneficial ownership of the securities held of record by each of these entities except to the extent of his pecuniary interest therein. The Reporting Person has the sole power to vote and dispose of all of the shares of common stock held of record by Edge of Business. Coffman Management, LLC ("Coffman Management") is the Manager of the Coffman Family Office and the Reporting Person is the Manager of Coffman Management. The Reporting Person has sole power to dispose of all shares of common stock held by the Coffman Family Office and sole right to vote all the shares of common stock held by the Coffman Family Office. /s/ Raymond Scott Coffman 2024-01-18