Form 8-K/A date of report 08-20-24 true 0001644903 0001644903 2024-08-20 2024-08-20 0001644903 ycbd:CommonStockCustomMember 2024-08-20 2024-08-20 0001644903 ycbd:SeriesACumulativeConvertiblePreferredStock8CustomMember 2024-08-20 2024-08-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 20, 2024
 
cbdMD, Inc.
(Exact name of registrant as specified in its charter)
 
 
North Carolina
  
001-38299
  
47-3414576
(State or other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
2101 Westinghouse Blvd., Suite A
Charlotte, NC 28273
(704)445-3060
(Address and telephone number, including area code, of registrant’s principal executive offices)
 
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:
 
☐
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: None.
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
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 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 check mark 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. ☐
 
 
 
 
Explanatory Note
 
On August 26, 2024, cbdMD, Inc. filed a Current Report on Form 8-K (SEC Accession No. 0001437749-24-027762) (the “Original 8-K”).  The Original 8-K erroneously stated that the cbdMD, Inc. (the “Company”) had a stockholders’ deficit of $3.1 million as of March 31, 2024 when it should have stated that the Company had stockholders’ equity of $3.1 million as of March 31, 2024.
 
Item 3.01 Notice Of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On August 20, 2024, the Company received notice from the NYSE American LLC (“NYSE American”) that it had accepted the Company’s plan to regain compliance with the NYSE American continued listing standards and granted a plan period through December 5, 2025 (“Deadline Date”). As previously disclosed on June 5, 2024, the Company received a letter from the NYSE American LLC stating that the Company was not in compliance with the continued listing standards set forth in Sections 1003(a)(ii) of the NYSE American Company Guide. Section 1003(a)(ii) requires a listed company to have stockholders’ equity of $4 million or more if the listed company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. The Company reported a stockholders’ equity of $3.1 million as of March 31, 2024, and has had losses from continuing operations and/or net losses in three of its four most recent fiscal years ended September 30, 2023.
 
During the plan period, the Company will be subject to quarterly review to determine if it is making progress consistent with the plan. If the Company does not regain compliance with the NYSE American listing standards by the Deadline Date, or if the Company does not make sufficient progress consistent with its plan, then the NYSE American may initiate delisting proceedings.
 
The Company’s preferred stock and common stock will continue to be listed on the NYSE American during the plan period pursuant to an extension. The Company's receipt of such notification from the NYSE American does not affect the Company's business, operations or reporting requirements with the U.S. Securities and Exchange Commission.
 
The Company can provide no assurances that it will be able to make progress with respect to its plan that NYSE American will determine to be satisfactory, that it will regain compliance with Section 1003(a)(ii) of the Company Guide on or before the Deadline Date, or that developments and events occurring subsequent to the Company’s formulation of the plan or its acceptance by the NYSE American will not adversely affect the Company’s ability to make sufficient progress and/or regain compliance with Section 1003(a)(ii) of the Company Guide on or before the Deadline Date or result in the Company’s failure to be in compliance with other NYSE American continued listing standards.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
Number
  
Exhibit
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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: August 30, 2024
By:
/s/ T. Ronan Kennedy
   
Name: T. Ronan Kennedy
   
Title: Chief Executive Officer and Chief Financial Officer
 
 
 
 
v3.24.2.u1
Document And Entity Information
Aug. 20, 2024
Document Information [Line Items]  
Entity, Registrant Name cbdMD, Inc.
Document, Type 8-K/A
Document, Period End Date Aug. 20, 2024
Entity, Incorporation, State or Country Code NC
Entity, File Number 001-38299
Entity, Tax Identification Number 47-3414576
Entity, Address, Address Line One 2101 Westinghouse Blvd., Suite A
Entity, Address, City or Town Charlotte
Entity, Address, State or Province NC
Entity, Address, Postal Zip Code 28273
City Area Code 704
Local Phone Number 445-3060
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Description Form 8-K/A date of report 08-20-24
Amendment Flag true
Entity, Central Index Key 0001644903
CommonStock Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock
Trading Symbol YCBD
Security Exchange Name NYSE
SeriesACumulativeConvertiblePreferredStock8 Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security 8% Series A Cumulative Convertible Preferred Stock
Trading Symbol YCBD PR A
Security Exchange Name NYSE
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