8-K
cbdMD, Inc. (YCBD)
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) November 13, 2020
| 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))
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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%<br>Series A Cumulative Convertible Preferred Stock | YCBD PR<br>A | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 13, 2020 cbdMD, Inc. (the “Company”) entered into amendments to the employment agreements with Messrs. Martin A. Sumichrast and R. Scott Coffman, its co-Chief Executive Officers.
Under the terms of Amendment No. 1 to the Executive Employment Agreement dated September 6, 2018 between the Company and Mr. Sumichrast, the Company increased Mr. Sumichrast’s annual base salary to $335,000 and awarded him a discretionary cash bonus of $250,000, payable in January 2021, provided that (a) the Executive Employment Agreement with Mr. Sumichrast has not otherwise been terminated by either party for any reason, (b) the Company’s audited financial statements for the year ended September 30, 2020 shall have been completed and the Company’s independent registered public accounting firm shall have issued an unqualified opinion on such financial statements, and (c) the Company shall have timely filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2020.
Under the terms of Amendment No. 1 to the Executive Employment Agreement dated December 20, 2018 between CBD Industries, LLC, a wholly-owned subsidiary of the Company, and Mr. Coffman, Mr. Coffman’s annual base salary was also increased to $335,000 and he was also awarded a discretionary bonus of $250,000, payable in January 2021, provided that (a) the Executive Employment Agreement with Mr. Coffman has not otherwise been terminated by either party for any reason, (b) the Company’s audited financial statements for the year ended September 30, 2020 shall have been completed and the Company’s independent registered public accounting firm shall have issued an unqualified opinion on such financial statements, and (c) the Company shall have timely filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2020.
The foregoing summaries of the terms and conditions of these amendments are qualified in their entirety by reference to the forms of amendments which are filed as Exhibits 10.1 and 10.2 to this report.
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 | |
| 10.1 | Form of<br>Amendment No. 1 effective November 13, 2020 to Executive Employment<br>Agreement between cbdMD, Inc. and Martin A. Sumichrast | Filed | |||
| 10.2 | Form of<br>Amendment No. 1 effective November 13, 2020 to Executive Employment<br>Agreement between CBD Industries LLC and R. Scott<br>Coffman | Filed |
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>November 17, 2020 | By: | /s/<br>Ronan Kennedy |
| Ronan<br>Kennedy, Chief Financial Officer |
cbdmd_ex101
EXHIBIT 10.1
FORM OF
AMENDMENT NO. 1
TO THE
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO THE EXECUTIVE EMPLOYMENT AGREEMENT (“Amendment No. 1”) is made and entered effective this 13th day of November, 2020 by and between cbdMD, Inc., a North Carolina corporation (the “Corporation”) and Martin A. Sumichrast, an individual (the “Executive”).
RECITALS
WHEREAS, the Executive is the Chairman of the Corporation’s Board of Directors and its co-Chief Executive Officer.
WHEREAS, the Corporation and the Executive are parties to that certain Executive Employment Agreement dated September 6, 2018 (the “Sumichrast Employment Agreement”).
WHEREAS, the parties desire to amend the Sumichrast Employment Agreement as herein after set forth.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the Corporation and the Executive do hereby agree as follows:
1. Recitals. The above recitals are true, correct, and are herein incorporated by reference.
2. Base Salary.
(i) Section 5a of the Sumichrast Employment Agreement is hereby deleted in its entirety and replaced with the following:
a.
Salary. The Executive shall be paid a base salary (“Base Salary”), payable in accordance with the Corporation's policies from time to time for senior executives, at an annual rate Three Hundred Thirty-five Thousand dollars ($335,000). The Base Salary thereafter may be increased, but not decreased, from time to time, by the Compensation Committee of the Board of Directors in connection with reviews of Executive’s performance, which such reviews shall occur no less frequently than annually.
(ii) The foregoing increase in the Base Salary payable to the Executive shall be retroactively effective to the first day of the current payroll period of the Corporation.
3.
Award of Discretionary Bonus. The Executive is hereby awarded a discretionary bonus of Two Hundred Fifty Thousand dollars ($250,000), payable in January 2021, provided that (a) the Sumichrast Employment Agreement has not otherwise been terminated by either party for any reason, (b) the Corporation’s audited financial statements for the year ended September 30, 2020 shall have been completed and the Corporation’s independent registered public accounting firm shall have issued an unqualified opinion on such financial statements, and (c) the Corporation shall have timely filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (collectively, the “Bonus Conditions”). The determination of the satisfaction of the Bonus Conditions shall be made in writing by the Chairman of the Audit Committee of the Corporation’s Board of Directors.
4.
No Other Revisions. Except as set forth herein, all other terms and conditions of the Sumichrast Employment Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the day and date first above written.
| Witness: | THE CORPORATION: |
|---|---|
| cbdMD,<br>Inc. | |
| By: T. Ronan<br>Kennedy, | |
| --- | --- |
| Chief Financial<br>Officer | |
| Witness: | THE<br>EXECUTIVE |
| Martin A.<br>Sumichrast | |
| --- |
cbdmd_ex102
EXHIBIT 10.2
FORM OF
AMENDMENT NO. 1
TO THE
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO THE EXECUTIVE EMPLOYMENT AGREEMENT (“Amendment No. 1”) is made and entered effective this 13th day of November, 2020 by and between CBD Industries LLC, a North Carolina limited liability company formerly known as cbdMD LLC (the “Company”) and R. Scott Coffman (the “Executive”).
RECITALS
WHEREAS, the Company is a wholly-owned subsidiary of cbdMD, Inc., a North Carolina corporation (the “Parent”).
WHEREAS, the Executive serves as co-Chief Executive Officer of the Parent and Chief Executive Officer of the Company.
WHEREAS, the Company and the Executive are parties to that certain Executive Employment Agreement dated December 20, 2018 (the “Coffman Employment Agreement”).
WHEREAS, the parties desire to amend the Coffman Employment Agreement as herein after set forth.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company and the Executive do hereby agree as follows:
1. Recitals. The above recitals are true, correct, and are herein incorporated by reference.
2. Base Salary.
(i) Section 5a of the Coffman Employment Agreement is hereby deleted in its entirety and replaced with the following:
a.
Salary. The Executive shall be paid a base salary (“Base Salary”), payable in accordance with the Company's policies from time to time for senior executives, at an annual rate Three Hundred Thirty-five Thousand dollars ($335,000). The Base Salary thereafter may be increased, but not decreased, from time to time, by the Compensation Committee of the Board of Directors of the Parent (the “Parent Compensation Committee”) in connection with reviews of Executive’s performance, which such reviews shall occur no less frequently than annually.
(ii) The foregoing increase in the Base Salary payable to the Executive shall be retroactively effective to the first day of the current payroll period of the Company.
3.
Award of Discretionary Bonus. The Executive is hereby awarded a discretionary bonus of Two Hundred Fifty Thousand dollars ($250,000), payable in January 2021, provided that (a) the Coffman Employment Agreement has not otherwise been terminated by either party, (b) the Parent’s audited financial statements for the fiscal year ended September 30, 2020 shall have been completed and the Parent’s independent registered public accounting firm shall have issued an unqualified opinion on such financial statements, and (c) the Parent shall have timely filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (collectively, the “Bonus Conditions”). The determination of the satisfaction of the Bonus Conditions shall be made in writing by the Chairman of the Audit Committee of the Parent’s Board of Directors.
4.
No Other Revisions. Except as set forth herein, all other terms and conditions of the Coffman Employment Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the day and date first above written.
| Witness: | THE CORPORATION: |
|---|---|
| CBD Industries<br>LLC<br><br><br>cbdMD, Inc., its<br>sole member | |
| By: T. Ronan<br>Kennedy, | |
| --- | --- |
| Chief Financial<br>Officer | |
| Witness: | THE<br>EXECUTIVE |
| R. Scott<br>Coffman | |
| --- |