cbdMD, Inc 8-K, filed Oct 27, 2020
cbdMD, Inc. (YCBD)
8-K
2020-10-27
For: 2020-10-27
View Original
Added on
April 08, 2026
About this 8-K
cbdMD, Inc filed this 8-K on October 27, 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 27,
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 27, 2020 cbdMD, Inc. issued a press release announcing its
preliminary fourth quarter fiscal 2020 net sales results for its
Paw CBD brand and its guidance for net sales for the brand for
calendar 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
7.01
Regulation
FD Disclosure.
On
October 27, 2020 cbdMD, Inc. issued a press release announcing its
preliminary fourth quarter fiscal 2020 net sales results for its
Paw CBD brand
and its guidance for net sales for the brand for
calendar 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 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.
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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 27, 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 27, 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, Inc. Reports Preliminary
Fourth Quarter Fiscal 2020 Net Sales For Its Paw CBD
Brand
Net Sales Expected To Increase Sequential Quarterly Net Sales
Between 30% and 34%
==========
According To Data Provided By Market Analytics Firm Nielsen Global
Connect,
cbdMD Expects Paw CBD To Command A 10% to 15% Market
Share
In The US Pet CBD Market In Calendar 2020
CHARLOTTE,
N.C.- October 27, 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 CBD pet products brand, Paw CBD,
has experienced another record quarter of net sales. Paw
CBD’s September 30, 2020 estimated preliminary quarterly net
sales are expected to range between $1.6 million and $1.65 million,
or a sequential quarterly growth of between 30% and 34% from the
$1.23 million in net sales in the prior quarter ended June 30,
2020.
“We
are seeing an incredible growth trajectory in our Paw CBD brand. We
now project total net sales of the Paw CBD brand to reach
approximately $6 million for calendar 2020. Based on an article
published on October 12, 2020 by Hemp Industry Daily, which used
data provided by market analytics firm Nielsen Global Connect,
estimated the hemp-derived CBD market for pets will total $40
million to $60 million in 2020. Therefore, based on these
estimates, we expect Paw CBD will represent an approximate 10% to
15% market share in the pet U.S. CBD market in calendar 2020. This
is an incredible achievement considering Paw CBD was launched less
than one year ago. ” said Martin A. Sumichrast, Chairman and
Co-CEO of cbdMD, Inc.
About preliminary unaudited financial information: 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 period
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. 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.
About Paw CBD
Paw CBD
is the pet division of cbdMD, Inc. 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
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,
plan 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, our ability to meet our net sales guidance for our Paw
CBD brands, expansion of the consumer market for CBD products and
our ability to increase our market share, the validity of the
estimations of the hemp derived-CBD market for pets contained in
Hemp Industry Daily’s cited article, 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 its Quarterly Report on Form
10-Q for the period ended June 30, 2020, both as filed with the
U.S. Securities and Exchange Commission (“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, or information which is contained in
Hemp Industry Daily’s cited article, is not part of this
press release.
1 Non-THC is defined as below the level of detection
using validated scientific analytical tools.
Public
Relations Contact:
cbdMD,
Inc.
Lauren
Greene
Communication
Specialist
lauren.greene@cbdmd.com
843-743-9999
Investor
Relations Contact:
cbdMD,
Inc.
John
Weston
Director
of Investor Relations
john.weston@cbdmd.com
704-249-9515