8-K

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) August 4, 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)

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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 2.02

Results of Operations and Financial Condition.

On August 4, 2020 cbdMD, Inc. issued a press release announcing the unaudited net sales of its Paw CBD, Inc. subsidiary for the third quarter of fiscal 2020. 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 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 August 4, 2020				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>August 4, 2020	By:	/s/<br>Mark S. Elliott
		Mark S.<br>Elliott, Chief Financial Officer and Chief Operating<br>Officer

ycbd_ex991

Exhibit 99.1

cbdMD’s Pet Brand, Paw CBD, Sees Sales Increase 64%

from March 2020 Quarter to June 2020 Quarter

CHARLOTTE, N.C. — August 4, 2020 — (BUSINESS WIRE) -- cbdMD, Inc. (NYSE American: YCBD, YCBD PR A) (the “Company”), one of the leading and most highly trusted and recognized cannabidiol (CBD) brands, announced today that its pet CBD brand, Paw CBD, has seen an approximate 64% increase in net sales from its March 2020 quarter of approximately $750,000 to approximately $1,229,000 for its June 2020 quarter.

“Paw CBD was launched less than one year ago, and now it is one of America’s leading CBD pet brands,” said Ken Cohn, CMO of cbdMD, Inc. “Sales metrics are all moving in the right direction, with Paw CBD now trending at over a $7mm annualized run rate, and cbdMD’s overall direct-to-consumer (DTC) sales making up over 70% of the brand’s revenue. We are seeing the DTC power of cbdMD.com translating into significant growth for PawCBD.com.”

Cohn continued: “In the meantime, we continue to focus on cross-selling, customer retention and education and will be rolling out Paw CBD subscription and reward programs shortly. As we mimic the expansion of our original cbdMD products, we are confident that Paw CBD will be a leader in the CBD pet market.”

The preliminary financial information contained in this press release has been prepared internally by management and has not been reviewed or audited by our independent registered public accounting firm. There can be no assurance that actual results for the periods presented herein will not differ from the preliminary financial information presented herein and such changes could be material. This preliminary financial data should not be viewed as a substitute for full financial statements prepared in accordance with GAAP and is not necessarily indicative of the results to be achieved for any future period.

About Paw CBD

Paw CBD is the pet division of cbdMD, whose veterinarian-formulated products include tinctures, chews, and topicals in varying strengths and formulas. Committed to bringing high-quality options for the animals in your life, Paw CBD is proud to offer premium, non-THC1 CBD products, specially created to maintain your pets’ ongoing wellbeing and happiness. To learn more about the comprehensive line of Paw CBD pet products, please visit pawcbd.com or follow Paw CBD on Instagram and Facebook.

About cbdMD, Inc.

cbdMD, Inc. is one of the leading and most highly trusted and recognized cannabidiol (CBD) brands whose current products include CBD tinctures, CBD capsules, CBD gummies, CBD topicals, CBD bath bombs and CBD pet products. cbdMD is also a proud partner of Bellator MMA and Life Time, Inc., and has one of the largest rosters of professional sports athletes who are part of “Team cbdMD.” To learn more about cbdMD and our comprehensive line of over 100 SKUs of U.S. produced, Non THC1 CBD 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.

Forward-Looking Statements

This presentation 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 cbdMD, Inc.’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the continued consumer acceptance of Paw CBD, our ability to maintain or increase net sales from this product line, and statements made with respect to our actual financial results for the third quarter of fiscal 2020 and the nine months ended June 30, 2020 to be contained in our Quarterly Report on Form 10-Q to be filed with the Securities and Exchange Commission (“SEC”). 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, 2019 and Part II, Item 1A. Risk Factors appearing in its Quarterly Report on Form 10-Q for the period ended March 31, 2020, both as filed with the SEC, 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 presentation.

Contact:

PR:

cbdMD, Inc.

Lauren Greene

Communication Specialist

lauren.greene@cbdmd.com

843-743-9999

Investors:

cbdMD, Inc.

John Weston

Director of Investor Relations

john.weston@cbdmd.com

704-249-9515

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