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8-K

cbdMD, Inc. (YCBD)

8-K 2021-05-12 For: 2021-05-12
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Added on April 08, 2026

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) May 12, 2021

cbdMD, Inc.
(Exact name of registrant as specified in its charter)
North Carolina 001-38299 47-3414576
--- --- ---
(State or other jurisdiction of incorporation or<br>organization) (Commission File Number) (I.R.S. Employer Identification No.)

8845 Red Oak Blvd, Charlotte, NC 28217

(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (704) 445-3060

_______________________________________
(Former name or former address, if changed since last<br>report)

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:

Title of each class Trading Symbol(s) Name of each exchange on which registered
common YCBD NYSE<br>American
8.0%<br>Series A Cumulative Convertible Preferred Stock YCBDpA NYSE<br>American

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).

Emerging<br>growth company ☑

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 2.02 Results of Operation and Financial Condition .

On May 12, 2021 cbdMD, Inc. issued a press release announcing its second quarter fiscal 2021 results. 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 2.02 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 7.01 Regulation FD Disclosure.

On May 12, 2021 cbdMD, Inc. issued a press release announcing its second quarter fiscal 2021 results. 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.

Incorporated by Reference Filed or<br><br><br>Furnished<br><br><br>Herewith
No. Exhibit Description Form Date Filed Number
99.1 Press<br>release dated May 12, 2021 Furnished

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.

cbdMD,<br>Inc.
Date:<br>May 12, 2021 By: /s/ T.<br>Ronan Kennedy
T.<br>Ronan Kennedy, Chief Financial Officer

ycbd_1x991

cbdMD Reports Second Quarter Fiscal 2021 Results

YOY Net Sales Increased 26% for the March 2021 Quarter

Resulting in a Record Trailing Twelve Month Net Sales Of Over $46.4 Million

Company Expects Q1 Fiscal 2022 Net Sales to Range from $15.5 million to $16.25 million

CHARLOTTE, NC—May 12, 2021—(Business Wire)-- cbdMD, Inc. (NYSE American: YCBD, YCBDpA), one of the nation’s leading and most highly trusted and recognized cannabidiol (CBD) brands, today announced its financial results and its business highlights for its second quarter and six months ended March 31, 2021.

Financial highlights for the Quarter Ended March 31, 2021:

Net sales of $11.8 million for the second quarter of fiscal 2021 increased by 26% year-over-year from $9.4 million in the second quarter of fiscal 2020 for a record high for the March quarter.

Gross profit margin for the second quarter of fiscal 2021 remained strong at approximately 69%, down slightly from 71% in the prior year’s second quarter.

E-commerce direct-to-consumer net sales were $8.4 million, an increase of 23.3% from the prior year’s second fiscal quarter.

Wholesale (including brick and mortar retail customers) net sales were $3.4 million, an increase of 31.3% from the prior year’s second fiscal quarter.

Paw CBD (our award-winning CBD pet brand) had net sales of $1.4 million, an increase of 84% from the prior year’s second fiscal quarter.

Quarterly operating expenses for the second quarter of fiscal 2021 remained relatively constant as compared to the second quarter of fiscal 2020 at $12.3 million.

Loss from operations decreased by 25.6% to $4.1 million for the second quarter of fiscal 2021 compared to $5.6 million from the prior year’s second fiscal quarter.

Non-GAAP adjusted operating loss decreased by 44% to $2.7 million, compared to $4.9 million from the prior year’s quarter, and for the six months ending March 31, 2021, our non-GAAP adjusted operating loss decreased by 67% to $3.3 million compared to $9.9 million for the prior year’s period.

Net loss attributable to common shareholders for the second quarter of fiscal 2021 was approximately $13.1 million, or ($0.24) per share, as compared to net income of approximately $14.8 million, or $0.41 per share from the prior year’s second fiscal quarter. Our net loss attributable to common shareholders was principally attributable to an increase of approximately $8.9 million in the non-cash contingent liability which is associated with earnout shares which may be issued under the terms of the December 2018 acquisition of Cure Based Development (which owned the cbdMD brand).

As of March 31, 2021, we had working capital of approximately $27.9 million and cash on hand of approximately $23.7 million as compared to working capital of approximately $16.0 million and cash on hand of approximately $14.8 million at September 30, 2020.

Business highlights since the start of the second quarter of fiscal 2021 include:

Entered Global Beauty and Skincare Market with the launch of cbdMD Botanicals.

Successfully implemented NetSuite as our new ERP.

Launched cbdMD Therapeutics subsidiary to advance cannabinoid science and clinical studies.

Hired Dr. Sibyl Swift, Former FDA to Co-Chair cbdMD Therapeutics.

Invested an additional $750,000 (total investment of $1 million) into ADRA Acquisition Corporation (SPAC), prior to its successful IPO of $115,000,000 (NYSE American:ADRA).

Renewed our NSF certification and underwent the US Hemp Authority audit, receiving our seal of approval on May 10, 2021.

Developed new merchant processing relationships, expected cost savings starting third quarter of fiscal 2021.

Expanded our portfolio of TV commercials to include Paw CBD and developed a new TV campaign that launched April 1, 2021.

Continued to strengthen our portfolio of strategic athlete and sponsorship programs, including Professional rally driver megastar Ken Block.

Signed an exclusive sponsorship agreement to be the Official CBD Partner of the NOBULL CrossFit Games.

Signed a sponsorship agreement with Master Champion and 9 Time PGA Tour Winner, Patrick Reed, who is now on Team cbdMD.

Won 2021 Product of the Year Awards for cbdMD’s CBD Gummies and Paw CBD’s CBD Hard Chews for Dogs.

“We continue to build upon our success and develop our science and infrastructure, which we believe will drive shareholder value and separate our brands from our competition. We believe that our proven ability to innovate our marketing as well as deliver award winning products to our consumers will achieve significant and lasting market brand recognition and consumer acceptance for our cbdMD, Paw CBD and cbdMD Botanicals brands,” said Martin Sumichrast, Chairman and Co-CEO of cbdMD, Inc.

cbdMD, Inc. will host a conference call at 4:15 p.m., Eastern time, on Wednesday, May 12, 2021, to discuss the company’s first quarter fiscal 2021 financial results and business progress.

CONFERENCE CALL DETAILS

Title: cbdMD<br>Second Quarter 2021 Earnings Call
Event Date: Wednesday,<br>May 12, 2021 - 4:15 PM Eastern Time
Event Link: Webcast URL https://www.webcaster4.com/Webcast/Page/2206/41216
Webcast Replay Expiration: Thursday,<br>May 12, 2022
Participant Numbers: Toll<br>Free: 888-506-0062International: 973-528-0011<br><br><br>Entry<br>code (not required): 233626
Replay Number: Toll<br>Free: 877-481-4010International: 919-882-2331Replay Passcode:<br>41216

About cbdMD, Inc.

cbdMD, Inc. is one of the leading and most highly trusted and most recognized cannabidiol (CBD) brands with a comprehensive line of U.S. produced, THC-free1 CBD products. Our cbdMD brand currently includes over 130 SKUs of high-grade, premium CBD products including CBD tinctures, CBD gummies, CBD topicals, CBD capsules, CBD bath bombs, CBD bath salts, CBD sleep aids and CBD drink mixes. Our Paw CBD brand of pet products includes over 45 SKUs of veterinarian-formulated products including tinctures, chews, topicals products in varying strengths, and our CBD Botanicals brand of beauty and skincare products features 15 SKUs, including facial oil and serum, toners, moisturizers, clear skin, facial masks, exfoliants and body care. To learn more about cbdMD and their comprehensive line of U.S. grown, THC-free1 CBD oil products, please visit www.cbdmd.com, follow cbdMD on Instagram and Facebook, or visit one of the 6,000 retail outlets that carry cbdMD products.

1 THC-free is defined as below the level of detection using validated scientific analytical methods.

Forward-Looking Statements

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements can be identified by the use of words such as ''should,'' ''may,'' ''intends,'' ''anticipates,'' ''believes,'' ''estimates,'' ''projects,'' ''forecasts,'' ''expects,'' ''plans,'' and ''proposes.'' These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including, but not limited to, our ability to achieve our first quarter fiscal 2022 net sales guidance. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading "Risk Factors" in cbdMD, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 2020 as filed with the Securities and Exchange Commission (the "SEC") on December 22, 2020, Item 1A. Risk Factors, contained in our Quarterly Report on Form 10-Q for the period ended March 31, 2021 as filed with the SEC on May 12, 2021 and our other filings with the SEC. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of cbdMD, Inc. and are difficult to predict. cbdMD, Inc. does not undertake any duty to update any forward-looking statements except as may be required by law. The information which appears on our websites and our social media platforms, including, but not limited to, Instagram and Facebook, is not part of this press release.

Non-GAAP Financial Measures

This press release includes a financial measure that excludes the impact of certain items and therefore has not been calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). cbdMD, Inc. has included adjusted loss from operations because management uses this measure to assess operating performance in order to highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP. The adjusted operating loss has not been prepared in accordance with GAAP. This non-GAAP financial measure should not be considered as an alternative to, or more meaningful than, net loss from operations as an indicator of our operating performance. Further, this non-GAAP financial measure, as presented by cbdMD, Inc., may not be comparable to similarly titled measures reported by other companies. cbdMD, Inc. has attached to this press release a reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure.

cbdMD, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2021 AND SEPTEMBER 30, 2020
(Unaudited)
--- --- ---
March 31, September 30,
2021 2020
Assets
Current<br>assets:
Cash<br>and cash equivalents $23,711,600 $14,824,644
Accounts<br>receivable 1,848,465 911,482
Accounts<br>receivable – discontinued operations 22,217 447,134
Marketable<br>securities 32,034 26,472
Investment<br>other securities 1,000,000 250,000
Inventory 4,331,545 4,603,360
Inventory<br>prepaid 478,629 288,178
Prepaid<br>software - 174,308
Prepaid<br>sponsorship 1,777,304 1,203,300
Prepaid<br>expenses and other current assets 1,544,541 983,374
Total current assets 34,746,335 23,712,252
Other<br>assets:
Property<br>and equipment, net 2,976,904 3,183,487
Operating<br>lease assets 6,240,059 6,851,357
Deposits<br>for facilities 789,583 790,708
Intangible<br>assets, net 21,635,000 21,635,000
Goodwill 54,669,997 54,669,997
Total other assets 86,311,543 87,130,549
Total assets $121,057,878 $110,842,801
CONDENSED CONSOLIDATED BALANCE SHEETS
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MARCH 31, 2021 AND SEPTEMBER 30, 2020
(continued)
--- ---
September 30,
2020
Liabilities and shareholders' equity
Current<br>liabilities:
Accounts<br>payable $2,850,421
Accrued<br>expenses 2,769,920
Operating<br>leases – current portion 1,159,098
Paycheck<br>Protection Program loan, current portion 854,000
Note<br>payable 55,639
Total current liabilities 7,689,078
Long<br>term liabilities:
Long<br>term liabilities 264,367
Note<br>payable -
Paycheck<br>Protection Program loan 602,100
Operating<br>leases - long term portion 6,010,208
Contingent<br>liability 16,200,000
Deferred<br>tax liability 895,000
Total long term liabilities 23,971,675
Total liabilities 31,660,753
cbdMD,<br>Inc. shareholders' equity:
Preferred<br>stock, authorized 50,000,000 shares, 0.001
par<br>value, 2,800,000 and 500,000 shares issued and outstanding,<br>respectively 500
Common<br>stock, authorized 150,000,000 shares, 0.001
par<br>value, 56,337,787 and 52,130,870 shares issued and outstanding,<br>respectively 52,131
Additional<br>paid in capital 126,517,784
Accumulated<br>deficit (47,388,367)
Total cbdMD, Inc. shareholders' equity 79,182,048
Total liabilities and shareholders' equity $110,842,801

All values are in US Dollars.

cbdMD, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2021 and<br>2020
Three Months Three Months Six Months Six Months
--- --- --- --- ---
Ended Ended Ended Ended
March 31, March 31, March 31, March 31,
2021 2020 2021 2020
Gross<br>Sales $12,457,386 $9,703,800 $25,520,568 $20,116,291
Allowances (658,775) (304,764) (1,393,654) (569,019)
Total Net Sales 11,798,611 9,399,036 24,126,914 19,547,272
Cost<br>of sales 3,643,127 2,732,076 7,073,402 6,432,613
Gross Profit 8,155,484 6,666,960 17,053,512 13,114,659
Operating<br>expenses 12,323,207 12,267,637 22,981,180 24,827,934
(Loss) from<br>operations (4,167,723) (5,600,677) (5,927,668) (11,713,275)
Realized<br>and Unrealized gain (loss) on marketable and other securities,<br>including impairments 2,852 (813,152) 545,562 (875,162)
(Increase)<br>decrease of contingent liability (8,871,000) 21,261,994 (17,371,000) 38,160,000
Interest<br>(expense) income (10,603) 35,607 (20,990) 42,875
Income (loss) before provision for income taxes (13,046,474) 14,883,772 (22,774,096) 25,614,438
Benefit<br>for income taxes 536,000 - 868,000 2,240,300
Net (Loss) Income from continuing operations (12,510,474) 14,883,772 (21,906,096) 27,854,738
Net (Loss) from discontinued operations, net of tax (Note<br>14) - - - (41,202)
Net (Loss) Income (12,510,474) 14,883,772 (21,906,096) 27,813,536
Preferred dividends 560,280 100,016 660,330 166,750
Net (Loss) Income attributable to cbdMD, Inc. common<br>shareholders $(13,070,754) $14,783,756 $(22,566,426) $27,646,786
Net (Loss) Income per share:
Basic<br>earnings per share (0.24) 0.41 (0.43) 0.76
Diluted<br>earnings per share (0.24) 0.40 (0.43) 0.74
Weighted<br>average number of shares Basic: 53,471,607 36,503,005 52,793,872 36,503,005
Weighted<br>average number of shares Diluted: 53,471,607 36,336,505 52,793,872 37,336,505
cbdMD, INC.
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME<br>(LOSS)
FOR THE THREE AND SIX MONTHS ENDED DMARCH 31, 2021 AND<br>2020
(Unaudited)
Three Months Three Months Six Months Six Months
--- --- --- --- ---
Ended Ended Ended Ended
March 31, March 31, March 31, March 31,
2021 2020 2021 2020
Net<br>(Loss) Income $(12,510,474) $14,883,772 $(21,906,096) $27,813,536
Comprehensive<br>(Loss) Income (12,510,474) 14,883,772 (21,906,096) 27,813,536
Preferred<br>dividends (560,280) (100,016) (660,330) (116,750)
Comprehensive (Loss) Income attributable to cbdMD, inc. common<br>shareholders $(13,070,754) $14,783,756 $(22,566,426) $27,696,786
cbdMD, INC.
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 2021 AND 2020
(unaudited)
Six Months Six Months
--- --- ---
Ended Ended
March 31, March 31,
2021 2020
Cash flows from operating activities:
Net<br>(Loss) Income $(21,906,096) $27,813,536
Adjustments to reconcile net (income) loss to net
cash used by operating activities:
Stock<br>based compensation 451,527 972,225
Restricted<br>stock expense 547,140 138,000
Issuance<br>of stock / warrants for service 155,695 28,250
Impairment<br>on discontinued operations asset - 38,002
Depreciation<br>and amortization 473,324 287,457
Other<br>than temporary impairment other securities and other accounts<br>receivable - 760,000
Increase/(Decrease)<br>in contingent liability 17,371,000 (38,160,000)
Realized<br>and unrealized loss of Marketable and other securities (5,562) 115,162
Merchant<br>reserve settlement - 132,657
Termination<br>benefit 352,279 -
Non-cash<br>lease expense 611,298 585,020
Changes in operating assets and liabilities:
Accounts<br>receivable (936,983) 763,303
Deposits 1,125 (22,365)
Merchant<br>reserve - 106,590
Inventory 271,815 (2,270,110)
Prepaid<br>inventory (190,451) 386,149
Prepaid<br>expenses and other current assets 44,408 649,308
Accounts<br>payable and accrued expenses (1,366,373) 849,113
Operating<br>lease liability (540,664) (496,834)
Note<br>payable - 175,124
Deferred<br>revenue / customer deposits (41,418) (7,339)
Collection<br>on discontinued operations accounts receivable 424,917 250,000
Deferred<br>tax liability (868,000) (2,240,300)
Cash<br>used by operating activities (5,151,019) (9,147,052)
Cash flows from investing activities:
Proceeds<br>from sale of other investment securities (750,000) -
Purchase<br>of property and equipment (226,542) (1,796,346)
Cash<br>provided (used) by investing activities (976,542) (1,796,346)
Cash flows from financing activities:
Proceeds<br>from issuance of common stock - 16,771,756
Proceeds<br>from issuance of preferred stock 15,798,115 4,421,928
Note<br>payable (123,268) -
Preferred<br>dividend distribution (660,330) (166,750)
Deferred<br>issuance costs - 62,197
Cash<br>provided by financing activities 15,014,517 21,089,131
Net<br>increase (decrease) in cash 8,886,956 10,145,733
Cash<br>and cash equivalents, beginning of period 14,824,644 4,689,966
Cash and cash equivalents, end of period $23,711,600 $14,835,699
Supplemental Disclosures of Cash Flow Information:
--- --- ---
Six Months Six Months
Ended Ended
March 31, March 31,
2021 2020
Cash<br>Payments for:
Interest<br>expense $7,117 $17,097
Non-cash<br>financial activities:
Issuance<br>of Contingent earnout shares: $11,271,000 $-
Warrants<br>issued to representative $254,950 $524,113
cbdMD, Inc.
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SUPPLEMENTAL FINANCIAL INFORMATION
RECONCILIATION OF NON-GAAP ADJUSTED INCOME (LOSS) FROM<br>OPERATIONS
Three Months Three Months Six Months Six Months
--- --- --- --- ---
Ended Ended Ended Ended
March 31, March 31, March 31, March 31,
2021 2020 2021 2020
(Unaudited)
GAAP (loss) from operations $(4,167,723) $(5,600,677) $(5,927,668) $(11,721,275)
Adjustments:
Depreciation 240,517 174,205 473,323 287,457
Employee<br>and director stock compensation (1) 825,833 435,301 1,090,007 1,115,875
Other<br>non-cash stock compensation for services (2) 33,358 55,479 69,071 146,548
Accrual<br>for severance 299,610 - 703,022 -
Accrual<br>/ expenses for discretionary bonus - - 300,000 222,500
Non-GAAP adjusted (loss) from operations $(2,768,405) $(4,935,692) $(3,292,245) $(9,948,895)

(1) Represents non-cash expense related to options and restricted stock expenses that have been amortized during the period.

(2) Represents non-cash expense related to restricted stock expenses that have been amortized during the period.

Contacts

PR:

5W Public Relations

cbdMD@5wpr.com

(212) 999-5585

Investors:

cbdMD, Inc.

John Weston

Director of Investor Relations

John.Weston@cbdMD.com

(704) 249-9515