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)
January 8,
2021
cbdMD, INC.
|
(Exact name of registrant as specified in its charter)
|
North Carolina
|
001-38299
|
47-3414576
|
(State or other jurisdiction of incorporation or
organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
8845 Red Oak Blvd, Charlotte, NC 28217
(Address of principal executive offices)(Zip Code)
Registrant's
telephone number, including area code: (704) 445-3060
_______________________________________
|
(Former name or former address, if changed since last
report)
|
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:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
common
|
YCBD
|
NYSE
American
|
8%
Series A Cumulative Convertible Preferred Stock
|
YCBD PR
A
|
NYSE
American
|
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).
Emerging
growth company ☑
|
|
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. ☐
On
January 8, 2021, the board of directors of cbdMD, Inc. approved the
2021 Equity Compensation Plan (the “2021 Plan”). Our
board of directors will recommend that the 2021 Plan be approved by
our shareholders at our upcoming 2021 annual meeting, presently
expected to be held in March 2021. While grants under the 2021 Plan
may be made to our employees prior to such time as the plan is
approved by our shareholders, (i) any such grant, if made, will not
vest or become exercisable, and (ii) no grants will be made to our
executive officers and/or members of our board of directors, until
such time as the 2021 Plan is approved by our shareholders and a
Additional Listing Application covering the shares of our common
stock reserved for issuance under the plan has been approved by
NYSE Regulation.
The
purpose of the 2021 Plan is to advance the interests of our company
by providing an incentive to attract, retain and motivate highly
qualified and competent persons who are important to us and upon
whose efforts and judgment the success of our company is largely
dependent. The 2021 Plan reserves 5,000,000 shares of our common
stock for issuance pursuant to the terms of the plan upon the grant
of plan options, restricted stock awards, or other stock-based
awards granted under the 2021 Plan. The 2021 Plan also contains an
“evergreen formula” pursuant to which the number of
shares of common stock available for issuance under the 2021 Plan
will automatically increase on October 1 of each calendar year
during the term of the 2021 Plan, beginning with calendar year
2022, by an amount equal to 1% of the total number of shares of
common stock outstanding on September 30 of the such calendar year,
up to a maximum of 250,000 shares.
The
2021 Plan will be administered by the Compensation, Corporate
Governance and Nominating Committee of our board of directors. Such
committee is comprised of independent member of our board of
directors in accordance with the rules of the NYSE American LLC,
the exchange on which our common stock and 8.0% Series A Cumulative
Convertible Preferred Stock is presently listed. The Compensation,
Corporate Governance and Nominating Committee will determine, from
time to time, those of individuals to whom stock awards or plan
options will be granted, the terms and provisions of each such
grant, the dates such grants will become exercisable, the number of
shares subject to each grant, the purchase price of such shares and
the form of payment of such purchase price. All other questions
relating to the administration of the 2021 Plan and the
interpretation of the provisions thereof are to be resolved at the
sole discretion of the Compensation, Corporate Governance and
Nominating Committee.
The 2021 Plan provides for the grant of restricted
stock awards, deferred stock grants, stock appreciation rights,
incentive stock options (“ISOs”)
and non-statutory stock options (“NSOs”).
Awards may be made or granted to our employees, officers, directors
and consultants who are deemed to have rendered or to be able to
render significant services to cbdMD or our subsidiaries and who
are deemed to have contributed or to have the potential to
contribute to the success of our company. Any plan option granted
under the 2021 Plan must provide for an exercise price of not less
than 100% of the fair market value of the underlying shares on the
date of such grant, but the exercise price of any ISO granted to an
eligible employee owning more than 10% of our common stock must be
at least 110% of such fair market value as determined on the date
of the grant. No ISOs may be granted to any person who is not an
employee of cbdMD or a subsidiary at the time of grant. The
recipient of any grant under the 2021 Plan, and the amount and
terms of a specific grant, will be determined by the Compensation,
Corporate Governance and Nominating Committee.
The term of each plan option will be fixed by the
Compensation, Corporate Governance and Nominating Committee;
provided,
however, that an ISO may be
granted only within the 10-year period commencing from the date of
adoption of the 2021 Plan by our board of directors and may only be
exercised within 10 years of the date of grant, or five years in
the case of an ISO granted to an optionee who, at the time of
grant, owns shares of our common stock possessing more than 10% of
the total combined voting power of all classes of stock of cbdMD.
The exercise price per share of common stock purchasable under a
plan option will be determined by the Compensation, Corporate
Governance and Nominating Committee at the time of grant and may
not be less than 100% of the fair market value on the day of grant,
or, in the case of a grant of an ISO to a 10% or greater
shareholder, not be less than 110% of the fair market value on the
date of grant.
Shares
of restricted stock may be awarded either alone or in addition to
other awards granted under the 2021 Plan. The Compensation,
Corporate Governance and Nominating Committee, subject to board of
directors authorization, if indicated, may determine the eligible
persons to whom, and the time or times at which, grants of
restricted stock will be awarded, the number of shares to be
awarded, the price (if any) to be paid by the holder, the time or
times within which such awards may be subject to forfeiture, the
vesting schedule and rights to acceleration thereof, and all other
terms and conditions of the awards. Restricted stock will
constitute issued and outstanding shares of our common stock for
all corporate purposes. The holder will have the right to vote such
restricted stock, to receive and retain all regular cash dividends
and other cash equivalent distributions as the board of directors
may in its sole discretion designate, pay or distribute on such
restricted stock and to exercise all other rights, powers and
privileges of a holder of common stock with respect to such
restricted stock, with the exceptions that (i) the holder will not
be entitled to delivery of the stock certificate or certificates
representing such restricted stock until the restriction period, if
any, has expired and unless all other vesting requirements with
respect thereto shall have been fulfilled; (ii) cbdMD will retain
custody of the stock certificate or certificates representing the
restricted stock during the restriction period; (iii) other than
regular cash dividends and other cash equivalent distributions as
the board of directors may in its sole discretion designate, pay or
distribute, we will retain custody of all distributions made or
declared with respect to the restricted stock until such time, if
ever, as the restricted stock with respect to which such retained
distributions may be made, paid or declared has become vested; (iv)
such award has not been forfeited.
Other
stock-based awards may be awarded, subject to limitations under
applicable law, that are denominated or payable in, valued in whole
or in part by reference to, or otherwise based on, or related to,
shares of common stock, as deemed by the Compensation, Corporate
Governance and Nominating Committee to be consistent with the
purposes of the 2021 Plan, including, without limitation, purchase
rights, shares of common stock awarded which are not subject to any
restrictions or conditions, or other rights convertible into shares
of common stock and awards valued by reference to the value of
securities of or the performance of specified subsidiaries. Other
stock-based awards may be awarded either alone or in addition to or
in tandem with any other awards under the 2021 Plan or any other
plan of cbdMD. Each other stock-based award will be subject to such
terms and conditions as may be determined by the Compensation,
Corporate Governance and Nominating Committee.
The 2021 Plan became effective on the date of its
adoption by our board of directors. To the extent that the 2021
Plan authorizes the award of ISOs, the failure to obtain
shareholder for the 2021 Plan by January 8, 2022 does not
invalidate the 2021 Plan; provided,
however, that (i) in the
absence of such shareholder approval, ISOs may not be awarded under
the 2021 Plan and (ii) any ISOs previously awarded under the 2021
Plan will automatically be converted into NSOs upon terms and
conditions determined by the Compensation, Corporate Governance and
Nominating Committee to reflect, as nearly as is reasonably
practicable in its sole determination, the terms and conditions of
the ISOs so converted. Our board of directors may at any time, and
from time to time, amend alter, suspend or discontinue any of the
provisions of the 2021 Plan, but no amendment, alteration,
suspension or discontinuance may be made that would impair the
rights of a holder of any outstanding grant or award under the 2021
without the such holder’s consent. Unless the plan is
suspended or terminated by the board of directors, the 2021 Plan
will on terminate 10 years from the date of the plan’s
adoption. Any termination of the 2021 Plan will not affect the
validity of any options previously granted
thereunder.
The
foregoing description of the terms and conditions of the 2021 Plan
is qualified in its entirety by reference to the 2021 Plan, the
form of which is filed as Exhibit 10.1 to this report.
Item
9.01
Financial
Statements and Exhibits.
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
No.
|
|
Exhibit Description
|
|
Form
|
|
Date Filed
|
|
Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cbdMD,
Inc. 2021 Equity Compensation Plan
|
|
|
|
|
|
|
|
Filed
|
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.
|
cbdMD,
Inc.
|
|
|
|
Date:
January 14, 2021
|
By:
|
/s/ T.
Ronan Kennedy
|
|
|
T.
Ronan Kennedy, Chief Financial Officer
|
cbdMD (AMEX:YCBD)
Historical Stock Chart
From Mar 2024 to Apr 2024
cbdMD (AMEX:YCBD)
Historical Stock Chart
From Apr 2023 to Apr 2024