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)
July 1,
2019
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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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4521 Sharon Road, Suite 450, Charlotte, NC 28211
(Address of principal executive offices)(Zip Code)
Registrant's
telephone number, including area code: (704) 362-6286
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not applicable
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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:
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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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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).
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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.
On
July 1, 2019, the Board of Directors of cbdMD, Inc. appointed Mr.
R. Scott Coffman as co-Chief Executive Officer of our company and
Ms. Caryn Dunayer as President. Mr. Martin A. Sumichrast, who has
served as our Chief Executive Officer and Chairman of the Board of
Directors, will continue in his leadership role with our company,
serving as co-Chief Executive Officer with Mr. Coffman in addition
to his position as Chairman of the Board of Directors.
Mr.
Coffman, who is also a member of our Board of Directors, was a
founder and Chief Executive Officer of Cure Based Development LLC
prior to the mergers between our company and that entity in
December 2018. Mr. Coffman has served as Chief Executive Officer of
CBD Industries LLC, a wholly owned subsidiary of our company, since
the closing of the mergers. Ms. Dunayer, previously was President
of Cure Based Development LLC and has served as President of CBD
Industries LLC since December 2018.
Biographical
information for Mr. Coffman appears in our definitive Proxy
Statement on Schedule 14A as filed with the Securities and Exchange
Commission on March 21, 2019. Biographical information for Ms.
Dunayer is as follows:
Ms.
Dunayer, 35, has been the President of Cure Based Development (now
CBD Industries) since 2017. Prior to venturing into the CBD space,
she gained over 15 years of experience in the sales, marketing,
advertising, and digital industries. After receiving her degree,
Ms. Dunayer began her professional career at Hewlett Packard. She
became proficient in IT, including various hardware and software
solutions. In 2005, Ms. Dunayer transitioned into the marketing and
advertising fields working for a New York Times company, the Star
News. In 2011, Ms. Dunayer joined Hearst Corporation as a Digital
Marketing and Major Accounts Executive. In 2013, she co-founded
American Ecig Supply where she managed the entire sales force,
marketing, and advertising aspects while helping build the
business.
Mr.
Coffman and Ms. Dunayer will continue their offices and
responsibilities with CBD Industries LLC and will be compensated in
accordance with the terms of the Executive Employment Agreements
with each of them entered into on December 20, 2018, copies of
which are filed as Exhibits 10.4 and 10.5, respectively, to the
Current Report on Form 8-K as filed with the Securities and
Exchange Commission on December 20, 2018.
Item
7.01 Regulation
FD Disclosure.
On July
1, 2019 cbdMD, Inc. issued a press release announcing the
appointment of Mr. Coffman as co-Chief Executive Officer and the
appointment of Ms. Dunayer as President of the company. A copy of
this press release is furnished as Exhibit 99.1 to this
report.
Pursuant to General
Instruction B.2 of Form 8-K, the information in this Item 7.01 of
Form 8-K, including Exhibit 99.1, is being furnished and shall not
be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise be subject to the
liabilities of that section, nor is it incorporated by reference
into any filing of cbdMD, Inc. under the Securities Act of 1933 or
the Securities Exchange Act of 1934, whether made before or after
the date hereof, regardless of any general incorporation language
in such filing.
Item
9.01 Financial
Statements and Exhibits.
(d)
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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Press
release dated July 1, 2019
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Furnished
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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: July 1,
2019
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By:
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/s/ Mark S.
Elliott
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Mark S.
Elliott
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Chief Financial
Officer and Chief Operating Officer
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