Filing Details
- Accession Number:
- 0001654954-19-005088
- Form Type:
- 13D Filing
- Publication Date:
- 2019-05-01 07:50:09
- Filed By:
- Coffman Raymond Scott
- Company:
- Cbdmd Inc. (NYSE:YCBD)
- Filing Date:
- 2019-05-01
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| R. Scott Coffman | 3,684,000 | 0 | 3,684,000 | 0 | 3,684,000 |
Filing
CUSIP
No. 12482W101
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934 (Amendment No.
__)*
| cbdMD,
Inc. |
| (Name
of Issuer) |
| common
stock |
| (Title
of Class of Securities) |
| 12482W101 |
| (CUSIP
Number) |
| Mr. R.
Scott Coffman 4521
Sharon Road, Suite 450 Charlotte,
NC 28211 (704)
362-6286 |
| (Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications) |
| April
22, 2019 |
| (Date
of Event Which Requires Filing of This Statement) |
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is subject to 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. ☐
*
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 disclosure provided in a prior cover
page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or other
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.)
CUSIP
No. 12482W101
| (1) | NAMES
OF REPORTING PERSONS |
| R.
Scott Coffman | |
| (2) | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) |
| (a) | ☐ |
| (b) | ☐ |
| (3) | SEC USE
ONLY |
| (4) | SOURCE
OF FUNDS (see
instructions) |
| OO | |
| (5) | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |
| ☐ | |
| (6) | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | (7) | SOLE
VOTING POWER |
| | 3,684,000
shares | |
| | | |
| (8) | SHARED
VOTING POWER | |
| | 0
shares | |
| | | |
| (9) | SOLE
DISPOSITIVE POWER | |
| | 3,684,000
shares | |
| | | |
| (10) | SHARED
DISPOSITIVE POWER | |
| | 0
shares |
| (11) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 3,684,000
shares 1 | |
| (12) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See
Instructions) |
| ☒ | |
| (13) | PERCENTAGE
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 14.5% | |
| (14) | TYPE OF
REPORTING PERSON (See
Instructions) |
| IN | |
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 4521 Sharon Road, Suite 450, Charlotte, NC
28211.
Item
2.
Identity and Background.
The
Reporting Person is R. Scott Coffman. The Reporting Person's
business address is 4521 Sharon Road, Suite 450, Charlotte, NC
28211. The Reporting Person is a member of the Board of Directors
of the Issuer and President of its wholly-owned subsidiary, CBD
Industries, LLC, a North Carolina limited liability
company.
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.
Each of
Edge and CBDH received the shares of the Issuer’s common
stock as merger consideration under contract rights previously
received by these entities on December 20, 2018 in
connection with the closing of an Agreement and Plan of Merger
dated December 3, 2018 by and among the Issuer, its wholly-owned
subsidiaries and Cure Based Development, LLC, a Nevada limited
liability company (“Cure”). Each of Edge and
CBDH are former members of Cure. The shares of the Issuer’s
common stock were issued to the entities on April 22, 2019
following the approval by the Issuer’s shareholders on April
19, 2019 for the possible issuance of in excess of 19.99% of its
presently outstanding common stock in accordance with the rules of
the NYSE American, LLC (“Shareholder Approval”) as
set forth in the Issuer’s Current Report on Form 8-K as filed
with the Securities and Exchange Commission on April 19,
2019.
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. On April 19, 2019, the shares of the
Issuer’s common stock were issued to Edge, and the CBDH
Shares were issued, following receipt of Shareholder Approval. In
addition, on April 19, 2019 the Reporting Person was re-appointed
to the Issuer's Board of Directors. 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 shares of the Issuer's common stock beneficially owned by
the Reporting Person includes 3,684,000 shares of the
Issuer’s common stock held of record by Edge. The Reporting Person holds
voting and dispositive control over securities held of record by
Edge. The Reporting Person disclaims beneficial ownership of the
securities held of record by Edge except to the extent of his
pecuniary interest therein. The number of shares of the
Issuer’s common stock beneficially owned by the Reporting
Person excludes an aggregate of 8,750,000 CBDH Shares. The
Reporting Person holds voting and dispositive control over the CBDH
Shares except to the extent limited by the Proxy Agreement. The
Reporting Person disclaims beneficial ownership of the CBDH Shares
except to the extent of his pecuniary interest
therein.
Item
6.
Contracts,
Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
As set
forth elsewhere in this statement, the CBDH Shares are subject to
the Voting Proxy. The shares of the Issuer’s common stock
held of record by Edge as well s the CBDH Shares are also
subject to leak out agreements
pursuant to which the holder will be required to (1) limit the
offer for sale, sell, pledge, or otherwise transfer or dispose of
(or enter into any transaction or device that is designed to, or
could be expected to, result in the transfer or disposition by any
person at any time in the future of) any shares of the
Issuer’s common stock; and (2) refrain from entering into any
swap or other derivatives transaction that transfers to another, in
whole or in part, any of the economic benefits or risks of
ownership of any shares of the Issuer’s common stock, whether
any such transaction described in clause (1) or (2) above is to be
settled by delivery of shares of the Issuer’s common stock or
other securities, in cash or otherwise to the lesser of (i) the
volume limitations set forth in Rule 144(e) of the Securities Act
of 1933, as amended, or (ii) 20% of such shares in any 90 day
period.
Item
7.
Material to be Filed as Exhibits.
2.1
Agreement and Plan
of Merger dated December 3, 2018 by and among Level Brands, Inc.,
AcqCo, LLC, cbdMD LLC and Cure Based Development, LLC is
incorporated by reference to Exhibit 2.1 of the Issuer’s
Current Report on Form 8-K as filed with the Securities and
Exchange Commission on December 4, 2018.
10.1
Form of Leak Out
Agreement dated December 20, 2018 is incorporated by reference to
Exhibit 10.1 to the Issuer’s Current Report on Form 8-K as
filed with the Securities and Exchange Commission on December 20,
2018.
10.2
Form of Voting
Proxy Agreement December 20, 2018 is incorporated by reference to
Exhibit 10.2 to the Issuer’s Current Report on Form 8-K as
filed with the Securities and Exchange Commission on December 20,
2018.
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.
|
Date: May 1, 2019 |
/s/ R. Scott Coffman |
| | R.
Scott Coffman |