Attached files
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)
April 19,
2021
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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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8845 Red Oak Blvd, Charlotte, NC 28217
(Address of principal
executive offices)(Zip Code)
Registrant's
telephone number, including area code: (704) 445-3060
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________________________________
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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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8.0%
Series A Cumulative Convertible Preferred Stock
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YCBDpA
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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
April 19, 2021 cbdMD, Inc., a North Carolina corporation (the
“Corporation”) entered into an Amended and Restated
Executive Employment Agreement with Martin A. Sumichrast, the
Corporation’s Chairman and co-Chief Executive Officer, and on
April 19, 2021 CBD Industries LLC, a wholly-owned subsidiary of the
Corporation (“CBD Industries”), entered into an Amended
and Restated Executive Employment Agreement with R. Scott Coffman,
Chief Executive Officer of CBD Industries and co-Chief Executive
Officer and President of the Corporation.
Amended and Restated Executive Employment Agreement with Martin A.
Sumichrast
The
Amended and Restated Executive Employment Agreement dated April 19,
2021 with Mr. Sumichrast (the “Sumichrast Employment
Agreement”) amends and restates the terms of the Executive
Employment Agreement dated September 6, 2018 between the
Corporation and Mr. Sumichrast, as amended by Amendment No. 1 to
the Executive Employment Agreement dated November 13, 2020, as
follows:
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extended to term of
the employment agreement to December 31, 2023;
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increased his base
salary from $335,000 annually to $370,000 through December 31,
2021, which increases to $425,000 annually for the period of
January 1, 2022 through December 31, 2022, which further increases
to $500,000 annually for the period of January 1, 2023 through
December 31, 2023;
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granted him, under
the terms of the Corporation’s 2021 Equity Compensation Plan,
(i) a restricted stock award of an aggregate of 750,000 shares of
the Corporation’s common stock, vesting at the rate of
250,000 shares on each of January 1, 2022, January 1, 2023 and
January 1, 2024, and (ii) stock options to purchase an aggregate of
750,000 shares of common stock at an exercise price of $3.39 per
share, which was equal to the closing price of the
Corporation’s common stock as reported on the NYSE American
on the trading day immediately preceding the date of the agreement,
vesting at the rate of 250,000 stock options on each of January 1,
2022, January 1, 2023 and January 1, 2024;
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added a provision
that he is eligible for an annual cash performance bonus of up to
50% of his base salary payable in cash upon the Corporation
reporting Total Net Sales (as defined in the Sumichrast Employment
Agreement) equal or exceeding the amount set forth below for each
performance bonus period:
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Performance Bonus Period Minimum Total
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Net Sales for Performance Bonus Period
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October 1, 2020
through September 30, 2021
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$60,000,000
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October 1, 2021
through September 30, 2022
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$80,000,000
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October 1, 2022
through September 30, 2023
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$100,000,000
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•
provided that the
Corporation is to maintain a “key man” life insurance
on Mr. Sumichrast’s life in a coverage amount of $10,000,000,
paid for by the Corporation, of which the Corporation will be the
beneficiary for the first $3,000,000 of coverage and Mr.
Sumichrast’s estate will be the beneficiary for the remaining
$7,000,000 of coverage.
The
foregoing description of the terms and conditions of the Sumichrast
Employment Agreement is qualified in its entirety by reference to
the agreement which is filed as Exhibit 10.1 to this
report.
R. Scott Coffman
The
Amended and Restated Executive Employment Agreement dated April 19,
2021 with Mr. Coffman (the “Coffman Employment
Agreement”) amends and restates the terms of the Executive
Employment Agreement dated December 20, 2018 between CBD Industries
and Mr. Coffman, as amended by Amendment No. 1 to the Executive
Employment Agreement dated November 13, 2020, as
follows:
•
increased his base
salary from $335,000 annually to $370,000 through December 31,
2021, which increases to $425,000 annually for the period of
January 1, 2022 through December 31, 2022, which further increases
to $500,000 annually for the period of January 1, 2023 through
December 31, 2023; and
•
added a provision
that he is eligible for an annual cash performance bonus of up to
50% of his base salary payable in cash upon the Corporation
reporting Total Net Sales (as defined in the Coffman Employment
Agreement) equal or exceeding the amount set forth below for each
performance bonus period:
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Performance Bonus Period Minimum Total
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Net Sales for Performance Bonus Period
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October 1, 2020
through September 30, 2021
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$60,000,000
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October 1, 2021
through September 30, 2022
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$80,000,000
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October 1, 2022
through September 30, 2023
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$100,000,000
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The
foregoing description of the terms and conditions of the Coffman
Employment Agreement is qualified in its entirety by reference to
the agreement which is filed as Exhibit 10.2 to this
report.
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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Amended
and Restated Executive Employment Agreement dated April 19, 2021 by
and between cbdMD, Inc. and Martin A. Sumichrast
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Filed
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Amended
and Restated Executive Employment Agreement dated April 19, 2021 by
and between CBD Industries LLC and R. Scott Coffman
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Filed
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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:
April 21, 2021
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By:
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/s/ T.
Ronan Kennedy
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T.
Ronan Kennedy, Chief Financial Officer and Chief Operating
Officer
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