4//SEC Filing
Coffman Raymond Scott 4
Accession 0001654954-20-002076
CIK 0001644903other
Filed
Feb 27, 7:00 PM ET
Accepted
Feb 28, 4:30 PM ET
Size
14.5 KB
Accession
0001654954-20-002076
Insider Transaction Report
Form 4
cbdMD, Inc.YCBD
Coffman Raymond Scott
Director
Transactions
- Other
Common Stock
2020-02-26−8,750,000→ 3,809,000 total(indirect: See Footnote) - Other
Common Stock
2020-02-26+5,744,375→ 9,553,375 total(indirect: See Footnotes) - Other
Common Stock
2020-02-27+3,366,395→ 12,919,770 total(indirect: See Footnotes) - Other
Earnout Rights
2020-02-26+6,645,230→ 6,645,230 total(indirect: See Footnote)→ Common Stock (6,645,230 underlying)
Footnotes (5)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated December 3, 2018 by and between the Issuer, its wholly owned subsidiaries, and Cure Based Development, LLC which closed on December 20, 2018 (the "Closing Date"), an aggregate of 8,750,000 shares of the Issuer's common stock (the "Second Tranche Shares") were issued to CBD Holding, LLC ("CBDH") in April 2019 as partial consideration under the terms of the Merger Agreement. The Reporting Person held dispositive control over securities held of record by CBDH. On February 26, 2020 in connection with its dissolution and liquidation and pursuant to the terms of a Distribution Agreement (the "CBDH Distribution Agreement"), CBDH distributed the Second Tranche Shares to its members on a pro rata basis. Represents the distribution of the Second Tranche Shares under the CBDH Distribution Agreement and the acquisition of a pro rata number of Second Tranche Shares distributed to the Reporting Person, a member of CBDH, by CBDH.
- [F2]Under the terms of the Merger Agreement the Second Tranche Shares were subject to a Voting Proxy Agreement pending the vesting of unrestricted voting rights, of which unrestricted voting rights to an aggregate of 2,187,500 shares vested on December 20, 2019. Pursuant to the Voting Proxy Agreement, the voting rights to the shares of the Issuer's common stock for which unrestricted voting rights have not yet vested 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. On February 26, 2020, in connection with the CBDH Distribution Agreement, the CBDH members including the Reporting Person entered into similar Voting Proxy Agreements with the Issuer. The Reporting Person holds unrestricted voting rights to 1,436,094 Second Tranche Shares, and the remaining 4,308,281 Second Tranche Shares distributed to the Reporting Person are subject to the Voting Proxy Agreement, with unrestricted voting rights thereto vesting in equal thirds on December 20, 2020, June 20, 2022 and December 20, 2023.
- [F3]Pursuant to the terms of the Merger Agreement, CBDH was also entitled to receive (the "Earnout Rights") up to 15,250,000 additional shares of the Issuer's common stock (the "Earnout Shares") as part of the merger consideration upon the satisfaction of certain aggregate net revenue criteria within 60 months following the Closing Date, as measured at four intervals from the Closing Date of 12 calendar months (the "First Marking Period"), 24 calendar months (the "Second Marking Period"), 42 calendar months (the "Third Marking Period"), and 59 calendar months (the "Fourth Marking Period"). Pursuant to the terms of the CBDH Distribution Agreement, CBDH distributed the Earnout Rights to its members on a pro rata basis. On February 27, 2020 in accordance with the terms of the Merger Agreement the Issuer determined that the net revenue criteria for the First Marking Period had been achieved and an aggregate of 5,127,792 Earnout Shares were to be issued (the "First Marking Period Earnout Shares"). After giving effect to the First Marking Period Earnout Shares, Earnout Rights to an aggregate of 10,122,208 Earnout Shares (the "Remaining Earnout Rights") remain under the terms of the Merger Agreement. Represents the pro rata number of the First Marking Period Earnout Shares issued to the Reporting Person.
- [F4]Includes securities held of record by Edge of Business, LLC and Coffman Family Office, LLC, entities over which the Reporting Person has voting and dispositive control. The Reporting Person disclaims beneficial ownership of securities held of record by Edge of Business, LLC and Coffman Family Office, LLC except to the extent of his pecuniary interest therein.
- [F5]Represents the pro rata number of Remaining Earnout Rights distributed to the Reporting Person pursuant to the terms of the CBDH Distribution Agreement.
Documents
Issuer
cbdMD, Inc.
CIK 0001644903
Entity typeother
Related Parties
1- filerCIK 0001761772
Filing Metadata
- Form type
- 4
- Filed
- Feb 27, 7:00 PM ET
- Accepted
- Feb 28, 4:30 PM ET
- Size
- 14.5 KB