cbdMD, Inc 8-K, filed Oct 14, 2020
cbdMD, Inc. (YCBD)
8-K
2020-10-14
For: 2020-10-14
View Original
Added on
April 08, 2026
About this 8-K
cbdMD, Inc filed this 8-K on October 14, 2020.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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)
October 14,
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
October 14, 2020 cbdMD, Inc. issued a press release announcing its
preliminary net revenues for the fourth quarter and fiscal year
ended September 30, 2020 together with certain other operating data
for those periods. 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
October 14, 2020, cbdMD, Inc. also
released an updated investor relations
presentation. A copy of this
investor relations presentation is furnished as Exhibit 99.2 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 99.2,
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.
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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 October 14, 2020
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Furnished
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Investor
Presentation dated October 14, 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:
October 14, 2020
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By:
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/s/
Ronan Kennedy
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Ronan
Kennedy, Chief Financial Officer
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EXHIBIT
99.1
cbdMD Reports Preliminary Fourth Quarter and Fiscal 2020
Results
Year Over Year Net Sales Expected to Increase Between 76% and
77%
Year Over Year Quarterly Net Sales Expected to Increase Between 21%
and 23%
Company Reaffirms Commitment To Reaching Positive
Adjusted Operating Income In Calendar 2020
CHARLOTTE,
N.C.—October 14, 2020—(BUSINESS WIRE)--cbdMD, Inc.
(NYSE American: YCBD, YCBD PR A) (the “Company”), one
of the leading, highly trusted, and most recognized cannabidiol
(CBD) brands, today reported the following preliminary financial
results for the fourth quarter of fiscal 2020 and the year ended
September 30, 2020.
●
Net sales revenue
for fiscal 2020 is expected to range between $41.7 and $41.8
compared to $23.7 million in fiscal 2019.
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Net sales revenue
for the fourth quarter of fiscal 2020 is expected to range between
$11.5 and $11.7 million compared to $9.54 million in the fourth
quarter of fiscal 2019.
“cbdMD
continues to generate outstanding sales growth while reaffirming
its commitment to reaching positive
adjusted operating income during calendar 2020. Our direct
to consumer (DTC) net sales channel is performing very strong and
we expect to report an increase between 71% and 72% of net sales
from 62.5% in fiscal 2019. As we look ahead into 2021, we expect
the CBD industry to grow appreciably. We believe that this moment
in time represents a singular investment opportunity. Nationally
recognized brands, such as cbdMD and PawCBD, will likely capture
significant market share as the industry consolidates. Anticipated
regulation is expected to reduce competition while creating
barriers to entry for new entrants. We believe that now is the time
to capitalize on this opportunity. cbdMD has been a brand leader in
marketing, product innovation and customer service and we expect to
continue to gain more market share and achieve additional growth
into 2021” said Martin Sumichrast, Chairman and co-CEO of
cbdMD, Inc.
About cbdMD, Inc.
cbdMD, Inc. is a nationally recognized consumer cannabidiol (CBD)
brand 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.
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Note About Preliminary Results
The
preliminary unaudited financial results presented in this release
are preliminary and may change. The preliminary unaudited financial
information includes calculations or figures that have been
prepared internally by management and have not been reviewed or
audited by our independent registered public accounting firm. There
can be no assurance that cbdMD, Inc.'s actual results for the
periods presented herein will not differ from the preliminary
unaudited financial data presented herein, and such changes could
be material. This preliminary unaudited financial data should not
be viewed as a substitute for full audited consolidated financial
statements prepared in accordance with GAAP and is not necessarily
indicative of the results to be achieved for any future period. Our
audited consolidated financial statements for the fiscal year ended
September 30, 2020 will be contained in our Annual Report on Form
10-K to be filed with the Securities and Exchange Commission on or
before December 29, 2020.
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, without limitation, statements made with respect to the
expansion of the consumer market for CBD products and our ability
to increase our market share, challenges related to the impact of
the COVID-19 environment, our limited operating history, our
ability to expand our business and significantly increase our net
sales, our ability to effectively leverage our brand partnerships
and sponsorships, our ability to effectively compete in our market,
and our ability to report profitable operations in the future. 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, as amended,
and our Quarterly Report on Form 10-Q for the period ended June 30,
2020, both as filed with the Securities and Exchange Commission
(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
press release.
Contact
John Weston
Director of Investor Relations
john.weston@cbdmd.com
704-249-9515
Exhibit
99.2
