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4//SEC Filing

Wiesehan John J III 4

Accession 0001654954-21-009280

CIK 0001644903other

Filed

Aug 19, 8:00 PM ET

Accepted

Aug 20, 12:12 PM ET

Size

6.7 KB

Accession

0001654954-21-009280

Insider Transaction Report

Form 4
Period: 2021-08-18
Wiesehan John J III
Chief Revenue Officer
Transactions
  • Purchase

    8% Series A Cumulative Convertible Preferred Stock

    2021-08-18$6.97/sh+2,000$13,9402,000 total
    Exercise: $6.00Common Stock (3,334 underlying)
Footnotes (1)
  • [F1]The Series A Cumulative Convertible Preferred Stock (the "Preferred Stock") has no stated maturity and will remain outstanding indefinitely unless a holder chooses to convert the Preferred Stock into shares of the Issuer's common stock at any time, the Issuer elects to automatically convert it into shares of its common stock upon a "Market Trigger", as defined in the Issuer's Certificate of Designations, Rights and Preferences of the 8% Series A Cumulative Convertible Preferred Stock filed on October 11, 2019 (the "Designation"), on or after October 16, 2023 the Issuer elects to redeem it, or a Change of Control, (as defined in the Designation) occurs resulting in a mandatory redemption. The Issuer may elect to automatically convert some or all of the Preferred Stock into shares of its common stock if the closing price of the common stock has exceeded $8.25 (137.5% of the Conversion Price) for at least 20 out of 30 consecutive trading days ending within five trading days prior to the notice of automatic conversion. The Preferred Stock will not be redeemable before October 16, 2023 except as described below upon the occurrence of a Change of Control. Commencing on October 16, 2023, the Issuer may redeem, at its option, the Preferred Stock, in whole or in part, at a cash redemption price of $10.00 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. Upon the occurrence of a Change of Control the Issuer is required to redeem any or all of the shares of Series A Convertible Preferred Stock at a redemption price of $11.00 per share, plus any accrued but unpaid dividends to, but excluding, the redemption date.

Issuer

cbdMD, Inc.

CIK 0001644903

Entity typeother

Related Parties

1
  • filerCIK 0001875037

Filing Metadata

Form type
4
Filed
Aug 19, 8:00 PM ET
Accepted
Aug 20, 12:12 PM ET
Size
6.7 KB