Current Report Filing (8-k)
03 December 2020 - 8:09AM
Edgar (US Regulatory)
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)
December 2,
2020
cbdMD, INC.
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(Exact Name of Registrant as Specified in 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)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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8845 Red Oak Boulevard, Charlotte, NC 28217
(Address of Principal Executive Offices)(Zip Code)
Registrant's
telephone number, including area code: (704) 445-3060
not applicable
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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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
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
stock
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YCBD
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NYSE
American
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8.0%
Series A Cumulative Convertible Preferred Stock
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YCBDpA
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NYSE
American
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Item 2.02
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Results of Operations and Financial Condition.
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On
October 14, 2020, cbdMD, Inc. (the “Company”) announced
it expected its net sales
revenue for the fiscal year ended September 30, 2020 (“fiscal
2020”) to range between $41.7 million and $41.8 million. The
Company also expects and that its operating loss for the
fiscal 2020 will range from $17.5 million to $17.9 million, of
which approximately $2.8 million will be attributable one-time
operating expense adjustments for accruals related to final
adjustments to sponsorship agreements, patent and trademark work,
bonuses, severance, and IT contracts as well as inventory
impairments, adjustment in non-cash compensation items and write
downs of aged receivables. These total net sales and operating loss
ranges are preliminary estimates, based upon calculation or figures
that have been prepared internally by the Company’s
management and have not been reviewed by its independent registered
public accounting firm and may change upon completion of its audit.
There can be no assurance that the Company’s actual results
for fiscal 2020 will not differ from the preliminary financial data
presented in this report 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. The Company’s audited consolidated financial
statements for fiscal 2020 will be contained in its Annual Report
on Form 10-K for the year ended September 30, 2020 to be filed with
the SEC.
The
information appearing in Item 7.01 of this report is hereby
incorporated by reference into this Item 2.02.
Item 7.01
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Regulation FD Disclosure.
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A copy
of the investor presentation made available to investors in
connection with the offering process for shares of its 8.0% Series
A Cumulative Convertible Preferred Stock has been filed by the
Company as a free writing prospectus pursuant to Rule 433 to the
Company's preliminary prospectus supplement dated December 2, 2020
to its Registration Statement on Form S-3 (Registration No.
333-228773), and is incorporated herein by reference as Exhibit
99.1 hereto.
The
information in Items 2.02 and 7.01 hereof and Exhibit 99.1 attached
hereto shall not be deemed filed for purposes of Section 18 of the
Securities Act of 1934, nor shall it or they be deemed incorporated
by reference in any filing under the Securities Act of 1933, except
as shall be expressly set forth by specific reference.
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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Investor
Presentation dated December 2, 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:
December 2, 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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