0001654954-21-002571.txt : 20210310 0001654954-21-002571.hdr.sgml : 20210310 20210310210106 ACCESSION NUMBER: 0001654954-21-002571 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210308 FILED AS OF DATE: 20210310 DATE AS OF CHANGE: 20210310 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coffman Raymond Scott CENTRAL INDEX KEY: 0001761772 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38299 FILM NUMBER: 21731546 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] 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 2021-03-08 0001644903 cbdMD, Inc. YCBD 0001761772 Coffman Raymond Scott C/O 8845 RED OAK BOULEVARD CHARLOTTE NC 28217 true true true CO-CEO, President, Director Common Stock 2021-03-08 4 A false 2196126 A 14990896 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"), CBD Holding, LLC ("CBDH"), then the sole member of Cure Based Development, LLC, was entitled to receive (the "Earnout Rights") up to 15,250,000 additional shares of the Issuer's common stock for no additional consideration (the "Earnout Shares") as part of the merger consideration, which such Earnout Shares were to be issued 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, 24 calendar months (the "Second Marking Period"), 42 calendar months, and 59 calendar months. The issuance of the Earnout Shares was approved by the Issuer's shareholders in April 2019. On February 26, 2020 in connection with its dissolution and liquidation and pursuant to the terms of a Distribution Agreement, CBDH distributed the Earnout Rights to its members, including Coffman Family Office, LLC ("Coffman Family Office"), on a pro rata basis. On March 8, 2021 in accordance with the terms of the Merger Agreement the Issuer determined that the net revenue criteria for the Second Marking Period had been achieved and the Issuer issued an aggregate of 3,348,250 shares of its common stock representing the Second Marking Period Earnout Shares which were earned under the terms of the Merger Agreement. Included in this issuance was the issuance of 2,196,126 Earnout Shares to Coffman Family Office. Includes (i) 3,684,000 shares held of record by Edge of Business, LLC ("Edge of Business"); and (ii) 11,306,896 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 8,434,708 shares of common stock held by the Coffman Family Office. The balance of 2,872,188 shares of common stock held of record by the Coffman Family Office are subject to the terms of a Voting Trust Agreement dated February 26, 2020 between the Issuer and the Coffman Family Office pursuant to which until such time as the unrestricted voting rights to these shares have vested, the voting rights to such shares 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. The voting rights to the 2,872,188 shares vest in equal portions on each of June 20, 2022 and December 20, 2023. /s/ Raymond Scott Coffman 2021-03-10