0001654954-20-002077.txt : 20200228 0001654954-20-002077.hdr.sgml : 20200228 20200228163045 ACCESSION NUMBER: 0001654954-20-002077 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200226 FILED AS OF DATE: 20200228 DATE AS OF CHANGE: 20200228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dunayer Caryn Nicole CENTRAL INDEX KEY: 0001780672 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38299 FILM NUMBER: 20670838 MAIL ADDRESS: STREET 1: 8476 CATAWBA DOVE DR. CITY: BELMONT STATE: NC ZIP: 28012 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: cbdMD, Inc. CENTRAL INDEX KEY: 0001644903 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 473414576 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 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 section16.xml PRIMARY DOCUMENT X0306 4 2020-02-26 0001644903 cbdMD, Inc. YCBD 0001780672 Dunayer Caryn Nicole C/O 8845 RED OAK BOULEVARD CHARLOTTE NC 28217 true President Common stock 2020-02-26 4 J false 437500 A 737500 I See footnotes Common stock 2020-02-27 4 J false 256390 A 993890 I See footnotes Earnout rights 2020-02-26 4 J false 506110 A Common stock 506110 506110 I See footnote Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated December 3, 2018 by and between the Issuer, its wholly owned subsidiaries, and Cure Based Development, LLC which closed on December 20, 2018 (the "Closing Date"), an aggregate of 8,750,000 shares of the Issuer's common stock (the "Second Tranche Shares") were issued to CBD Holding, LLC ("CBDH") in April 2019 as partial consideration under the terms of the Merger Agreement. On February 26, 2020 in connection with its dissolution and liquidation and pursuant to the terms of a Distribution Agreement (the "CBDH Distribution Agreement"), CBDH distributed the Second Tranche Shares to its members on a pro rata basis. Represents the pro rata number of Second Tranche Shares distributed to the Reporting Person by CBDH. Under the terms of the Merger Agreement the Second Tranche Shares were subject to a Voting Proxy Agreement pending the vesting of unrestricted voting rights, of which unrestricted voting rights to an aggregate of 2,187,500 shares vested on December 20, 2019. Pursuant to the Voting Proxy Agreement, the voting rights to the shares of the Issuer's common stock for which unrestricted voting rights have not yet vested are held by the independent chairman of the Audit Committee of the Issuer's board of directors who will vote such shares on any matter brought before the Issuer's shareholders in accordance with the recommendation of its board of directors. On February 26, 2020, in connection with the CBDH Distribution Agreement, the CBDH members including the Reporting Person entered into similar Voting Proxy Agreements with the Issuer. The Reporting Person holds unrestricted voting rights to 109,375 Second Tranche Shares, and the remaining 328,125 Second Tranche Shares distributed to the Reporting Person are subject to the Voting Proxy Agreement, with unrestricted voting rights thereto vesting in equal thirds on December 20, 2020, June 20, 2022 and December 20, 2023. Pursuant to the terms of the Merger Agreement, CBDH was also entitled to receive (the "Earnout Rights") up to 15,250,000 additional shares of the Issuer's common stock (the "Earnout Shares") as part of the merger consideration upon the satisfaction of certain aggregate net revenue criteria within 60 months following the Closing Date, as measured at four intervals from the Closing Date of 12 calendar months (the "First Marking Period"), 24 calendar months (the "Second Marking Period"), 42 calendar months (the "Third Marking Period"), and 59 calendar months (the "Fourth Marking Period"). Pursuant to the terms of the CBDH Distribution Agreement, CBDH distributed the Earnout Rights to its members on a pro rata basis. On February 27, 2020 in accordance with the terms of the Merger Agreement the Issuer determined that the net revenue criteria for the First Marking Period had been achieved and an aggregate of 5,127,792 Earnout Shares were to be issued (the "First Marking Period Earnout Shares"). After giving effect to the First Marking Period Earnout Shares, Earnout Rights to an aggregate of 10,122,208 Earnout Shares (the "Remaining Earnout Rights") remain under the terms of the Merger Agreement. Represents the pro rata number of the First Marking Period Earnout Shares issued to the Reporting Person. Includes securities held of record by BCEZ Investments, LLC, an entity over which the Reporting Person has voting and dispositive control. The Reporting Person disclaims beneficial ownership of securities held of record by BCEZ Investments, LLC except to the extent of her pecuniary interest therein. Represents the pro rata number of Remaining Earnout Rights distributed to the Reporting Person pursuant to the terms of the CBDH Distribution Agreement. /s/ Caryn Dunayer 2020-02-28