Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
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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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12482W101
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(CUSIP
Number)
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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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February 26,
2020
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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 which is the subject of 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 .☐
NOTE: Schedules
filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be
sent.
————————————————
*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 the disclosures provided in a prior cover
page.
The information
required on the remainder of this cover page shall not be deemed to
be “filed” for purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise 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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CUSIP No.
12482W101
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SCHEDULE
13D
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Page 2 of 4
Pages
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1
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NAME OF REPORTING
PERSONS
R. Scott
Coffman
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
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3
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SEC USE
ONLY
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4
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SOURCE OF
FUNDS
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
United States
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NUMBER
OF
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7
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SOLE VOTING
POWER
8,658,155
shares
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SHARES
BENEFICIALLY
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8
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SHARED VOTING
POWER
0 shares
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OWNED
BY
EACH
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9
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SOLE DISPOSITIVE
POWER
12,966,437
shares
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REPORTING
PERSON
WITH
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10
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SHARED DISPOSITIVE
POWER
0 shares
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,966,437 shares
(1)
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
25.2%
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14
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TYPE OF REPORTING
PERSON
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) 46,666 shares
of the Issuer’s common stock underlying vested stock
options. See Item
5.
2
| CUSIP No. 12482W101 |
SCHEDULE
13D
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Page 3 of 4
Pages
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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 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:
●
125,000 shares held
individually;
●
3,684,000 shares
held of record by Edge of Business, LLC (“Edge of
Business”);
●
9,110,770
shares held of record by the Coffman Family Office, LLC
(“Coffman Family Office”); and
●
46,666
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
9,110,770 shares of common
stock held of record by Coffman Family Office, the Reporting Person
has the sole power to vote 4,802,489 shares. The balance of
4,308,281 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 4,308,281 shares vest in equal thirds on each of
December 20, 2020, 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:
●
93,334 shares of
common stock underlying unvested stock options; and
●
Earnout Rights to
up to an additional 6,645,230 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 (i) 125,000 shares
of common stock acquired on January 14, 2020, (ii) 5,744,375 shares
of common stock acquired on February 26, 2020, and (iii) 3,366,395
shares of common stock acquired on February 27, 2020. For
additional information on these transactions and the Earnout
Rights, please see the Form 4s filed by the Reporting Person with
the Securities and Exchange Commission on January 16, 2020 and
February 28, 2020.
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.
Exhibit
99.1 Voting Proxy Agreement dated February 26,
2020.
3
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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Dated: March 2,
2020
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By:
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/s/ R. Scott Coffman
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R. Scott
Coffman
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4