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
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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%
Series A Cumulative Convertible Preferred Stock
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YCBD PR
A
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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
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.
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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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Press
release dated August 4, 2020
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Furnished
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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:
August 4, 2020
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By:
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/s/
Mark S. Elliott
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Mark S.
Elliott, Chief Financial Officer and Chief Operating
Officer
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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
843-743-9999
Investors:
cbdMD,
Inc.
John
Weston
Director
of Investor Relations
704-249-9515
