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)
January 8,
2020
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cbdMD, INC.
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(Exact Name of Registrant as Specified in 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)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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8845 Red Oak Boulevard, Charlotte, NC 28217
(Address of Principal Executive Offices)(Zip Code)
Registrant's
telephone number, including area code: (704) 445-3060
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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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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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. ☐
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
stock
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YCBD
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NYSE
American
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8.0%
Series A Cumulative Convertible Preferred Stock
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YCBD PR
A
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NYSE
American
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Item
7.01 Regulation FD
Disclosure.
A copy of the investor presentation made available to investors in
the offering process for shares of its common stock by cbdMD, Inc.
(the “Company”) has been filed by the Company as a free
writing prospectus pursuant to Rule 433 to the Company's
preliminary prospectus supplement dated January 8, 2020 to its
Registration Statement on Form S-3 (Registration No. 333-228773)
and is incorporated herein by reference as Exhibit 99.1 hereto. The
information in this Item 7.01 and Exhibit 99.1 attached hereto
shall not be deemed filed for purposes of Section 18 of the
Securities Act of 1934, nor shall it or they be deemed incorporated
by reference in any filing under the Securities Act of 1933 except
as shall be expressly set forth by specific reference.
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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99.1
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Investor
Presentation dated January 8, 2020
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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:
January 8, 2020
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By:
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/s/ Mark S.
Elliott
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Mark S.
Elliott, Chief Financial Officer and Chief Operating
Officer
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