SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934 (Amendment No. 3)*
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cbdMD,
Inc.
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(Name
of Issuer)
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common
stock
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(Title
of Class of Securities)
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Mr. R.
Scott Coffman
c/o
8845 Red Oak Boulevard
Charlotte,
NC 28217
(704)
445-3060
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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March
8, 2021
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(Date
of Event Which Requires Filing of This Statement)
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If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is subject to this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or
Rule 13d-1(g), check the following box. ☐
*
The remainder of
this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosure provided in a prior cover
page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or other
subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes.)
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(1)
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NAMES
OF REPORTING PERSONS
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R. Scott Coffman
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(2)
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
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(a)
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☐
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(b)
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☐
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(3)
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SEC USE
ONLY
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(4)
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SOURCE
OF FUNDS
(see
instructions)
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WC
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(5)
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
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☐
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(6)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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(7)
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SOLE
VOTING POWER
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12,212,042
shares
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(8)
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SHARED
VOTING POWER
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0
shares
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(9)
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SOLE
DISPOSITIVE POWER
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15,084,230
shares
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(10)
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SHARED
DISPOSITIVE POWER
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0
shares
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(11)
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,084,230 shares (1)
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(12)
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See
Instructions)
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☐
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(13)
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PERCENTAGE
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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26.8%
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(14)
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TYPE OF
REPORTING PERSON
(See
Instructions)
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IN
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(1)
represents (a)
outstanding shares of the Issuer’s common stock over which
the Reporting Person has dispositive control, and (b) 93,334 shares
of the Issuer’s common stock underlying vested stock
options. See Item
5.
Item
1.
Security and Issuer.
This
Schedule 13D relates to the common stock, par value $0.001 per
share, of cbdMD, Inc., a North Carolina corporation (the
“Issuer”). The Issuer's principal executive offices are
located at 8845 Red Oak Boulevard, Charlotte, NC
28217.
Item
2.
Identity
and Background.
The
Reporting Person is R. Scott Coffman. The Reporting Person's
business address is 8845 Red Oak Boulevard, Charlotte, NC 28217.
The Reporting Person is a member of the Board of Directors and
co-Chief Executive Officer and President of the
Issuer.
During
the past five years the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor was the Reporting Person a party to a civil
proceeding or a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoying future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
The
Reporting Person is a U.S. citizen.
Item 3.
Source and Amount of Funds or Other
Consideration.
Working
capital of the Reporting Person.
Item
4.
Purpose
of Transaction.
All of the Issuer’s securities owned by the Reporting Person
were acquired for investment purposes only and are being held as a
long-term investments. The Reporting Person does not have
any current plans or proposals which relate to or would result in
any matters set forth in Items 4(a) through 4(j) of Schedule
13D.
Item
5.
Interest
in Securities of the Issuer.
The
number of outstanding shares of the Issuer's common stock
beneficially owned by the Reporting Person includes:
●
3,684,000 shares
held of record by Edge of Business, LLC (“Edge of
Business”);
●
11,306,896
shares held of record by the Coffman Family Office, LLC
(“Coffman Family Office”); and
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93,334
shares underlying vested stock options with an exercise price of
$3.15 per share.
The Reporting Person has voting and dispositive control over
securities owned of record by Edge of Business. Coffman Management,
LLC (“Coffman Management”) is the Manager of Coffman
Family Office and the Reporting Person is the Manager of Coffman
Management. Except as set forth in this Item 5, the Reporting
Person has voting and dispositive control over securities owned of
record by Coffman Family Office. The Reporting Person disclaims
beneficial ownership of the securities held of record by each of
these entities except to the extent of his pecuniary interest
therein.
Of the
11,306,896 shares of common stock held of record by Coffman Family
Office, the Reporting Person has the sole power to vote 8,434,708
shares. The balance of 2,872,188 shares are subject to the terms of
a Voting Trust Agreement dated February 26, 2020 between the Issuer
and Coffman Family Office pursuant to which until such time as the
unrestricted voting rights
to these shares have vested, the voting rights to such shares are
held by the independent chairman of the Audit Committee of the
Issuer’s board of directors who will vote such shares on any
matter brought before the Issuer’s shareholders in accordance
with the recommendation of its board of directors. The voting
rights to the 2,872,188 shares vest in equal amounts on each of
June 20, 2022 and December 20, 2023.
The
number of outstanding shares of the Issuer’s common stock
beneficially owned by the Reporting Person excludes:
●
46,666 shares of
common stock underlying unvested stock options; and
●
Earnout Rights to
up to an additional 4,447,103 shares of the Issuer’s common
stock.
Included
in the total number of shares of the Issuer’s common stock
beneficially owned by the Reporting Person are 2,198,126 shares of
common stock acquired on March 8, 2021. For additional information
on this transactions and the Earnout Rights, please see the Form 4
filed by the Reporting Person with the Securities and Exchange
Commission on March 10, 2021.
Item
6.
Contracts,
Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
The
information appearing in Item 5 is incorporated by reference into
this Item 6.
Item
7.
Material
to be Filed as Exhibits.
None.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete, and correct.
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Date: March 15, 2021
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/s/ R. Scott Coffman
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R.
Scott Coffman
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