cbdMD, Inc. Announces Pricing of $15 Million 8.0% Series A Cumulative Convertible Preferred Stock Offering
December 08 2020 - 6:00PM
Business Wire
cbdMD, Inc. (NYSE American: YCBD, YCBDpA) today announced the
pricing of its underwritten public offering of 2,000,000 shares of
its 8.0% Series A Cumulative Convertible Preferred Stock at a price
to the public of $7.50 per share. cbdMD expects to receive gross
proceeds of $15,000,000 from the offering. The closing of the
offering is expected to occur on or about December 11, 2020,
subject to the satisfaction of customary closing conditions. The
shares will be convertible into shares of cbdMD’s common stock at
the holder’s option at a conversion price of $6.00 per share, or by
cbdMD at a conversion price of $6.00 per share if the trading price
of its common stock equals or exceeds $8.25 per share for at least
20 trading days in any 30 consecutive trading day period ending
five days prior to the date of notice of conversion. The shares
will not be redeemable prior to October 16, 2023, except upon the
occurrence of a change of control.
The underwriters have been granted a 45-day option to purchase
up to 300,000 additional shares of 8.0% Series A Cumulative
Convertible Preferred Stock from cbdMD, exercisable in whole or in
part, solely to cover over-allotments, at the public offering price
less the underwriting discount.
cbdMD intends to use the net proceeds from the offering for
working capital and other general corporate purposes.
ThinkEquity, a division of Fordham Financial Management, Inc.,
is acting as sole book-running manager for the offering and The
Benchmark Company, LLC is acting as co-manager for the
offering.
The shares described above are being offered by cbdMD pursuant
to a shelf registration statement on Form S-3 (File No. 333-228773)
previously filed with and subsequently declared effective by the
Securities and Exchange Commission (SEC).
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. Preliminary
prospectus supplements and accompanying base prospectus relating to
this offering have been filed with the SEC and are available at the
SEC’s website at http://www.sec.gov. Before investing, you should
read the preliminary prospectus supplements and the accompanying
prospectus for information about cbdMD and this offering. A final
prospectus supplement related to the offering will also be filed
with the SEC.
Copies of the final prospectus supplement and accompanying
prospectus relating to the offering, when available, may be
obtained from ThinkEquity, a division of Fordham Financial
Management, Inc., 17 State Street, 22nd Floor, New York, New York
10004, by telephone at (877) 436-3673, by email at
prospectus@think-equity.com. Electronic copies of the final
prospectus supplement and accompanying prospectus will also be
available on the SEC’s website at http://www.sec.gov.
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.
Safe Harbor / Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding the proposed public offering and the intended use of
proceeds from the offering. The offering is subject to market and
other conditions and there can be no assurance as to whether or
when the offering may be completed or as to the actual size or
terms of the offering. These forward-looking statements are subject
to risks and uncertainties that may cause actual results to differ
materially, including market conditions, risks associated with the
cash requirements of our business and other risks detailed from
time to time in our filings with the SEC, and represent our views
only as of the date they are made and should not be relied upon as
representing our views as of any subsequent date. We do not assume
any obligation to update any forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20201208006156/en/
Company Contact: John Weston Director of Investor
Relations john.weston@cbdmd.com 704-249-9515
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