Filing Details
- Accession Number:
- 0001654954-20-002169
- Form Type:
- 13G Filing
- Publication Date:
- 2020-03-03 08:16:36
- Filed By:
- Justice Family Office Llc
- Company:
- Cbdmd Inc. (NYSE:YCBD)
- Filing Date:
- 2020-03-03
- SEC Url:
- 13G 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 |
|---|---|---|---|---|---|---|
| JUSTICE FAMILY OFFICE | 2,309,378 | 0 | 3,020,753 | 0 | 3,020,753 | 5.9% |
Filing
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE
13G
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
*
| | cbdMD,
INC. | |
| | (Name of
Issuer) | |
| | | |
| | Common
stock | |
| | (Title of Class of
Securities) | |
| | | |
| | 12482W101 | |
| | (CUSIP
Number) | |
| | | |
| | February 26,
2020 | |
| | (Date of Event
Which Requires Filing of this Statement) | |
| | | |
Check the
appropriate box to designate the rule pursuant to which
this Schedule is filed
| ☐ | Rule
13d-1(b) |
| ☒ | Rule
13d-1(c) |
| ☐ | Rule
13d-1(d) |
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 in the remainder of this cover page shall not be
deemed to be "filed" for the 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).
| CUSIP No.
12482W101 | SCHEDULE
13G/Amendment No. 1 | Page 2 of 5 |
| 1. | Names of Reporting
Persons. I.R.S.
Identification Nos. of above persons (entities only). JUSTICE FAMILY
OFFICE, LLC | ||
| 2. | Check the
Appropriate Box if a Member of a Group (See
Instructions) (a) ☐ (b) ☐ | ||
| 3. | SEC Use
Only | ||
| 4. | Citizenship of
Place of Organization North
Carolina | ||
| Number of
Shares Beneficially Owned by
Each Reporting
Person With | 5. | Sole Voting
Power 2,309,378 shares of
common stock | |
| 6. | Shared Voting
Power 0 shares of common
stock | ||
| 7. | Sole Dispositive
Power 3,020,753 shares of
common stock | ||
| 8. | Shared Dispositive
Power 0 shares of common
stock | ||
| 9. | Aggregate Amount
Beneficially Owned by each Reporting Person 3,020,753 shares of
common stock1 | ||
| 10. | Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
☐ | ||
| 11. | Percent of Class
Represented by Amount in Row 9 5.9% | ||
| 12. | Type of Reporting
Person (See Instructions) OO | ||
1
Represents
outstanding shares of the Issuer’s common stock over which
the Reporting Person has dispositive control. See Item
4.
| CUSIP
No. 12482W101 | SCHEDULE
13G/Amendment No. 1 | Page 3 of 5 |
ITEM
1(a).
NAME OF
ISSUER
cbdMD,
Inc.
ITEM
1(b).
ADDRESS OF
ISSUER’S PRINCIPAL EXECUTIVE OFFICES
8845
Red Oak Boulevard
Charlotte, NC
28217
ITEM
2(a).
NAME OF PERSON
FILING.
This Schedule 13G
is being filed by Justice Family Office, LLC, a North Carolina
limited liability company (the "Reporting Person").
ITEM
2(b).
ADDRESS OR
PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.
The address of the
Reporting Person is 8712 Longview Club
Drive, Waxhaw, NC 28173.
ITEM
2(c).
CITIZENSHIP.
North
Carolina.
ITEM
2(d).
TITLE OF CLASS OF
SECURITIES:
Common
stock.
ITEM
2(e).
CUSIP
No.
12481W101
ITEM
3.
IF THIS STATEMENT
IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B):
Not
applicable.
| CUSIP No.
12482W101 | SCHEDULE
13G/Amendment No. 1 | Page 4 of 5 |
ITEM
4.
OWNERSHIP
(a)
Amount beneficially
owned: 3,020,753 shares of common stock.
(b)
Percentage of
class: 5.9%
(c)
Number of shares as
to which the person has:
(i)
Sole power to vote
or to direct the vote: 2,309,378 shares.
(ii)
Shared power to
vote or to direct the vote: 0 shares.
(iii)
Sole power to
dispose or to direct the disposition of: 3,020,753
shares.
(iv)
Shared power to
dispose or to direct the disposition of: 0 shares.
Except as set forth in this Item 4, Shannon L. Justice, the Manager
of the Reporting Person, has voting and dispositive control over
securities owned of record by the Reporting Person.
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. 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. The Reporting
Person was a 10.84% member of CBDH and received 948,500 shares of
the Issuer’s common stock in this transaction.
Of the
3,020,753 shares of common stock held of record by the Reporting
Person, the Reporting Person has the sole power to vote 2,309,378
shares. The balance of 711,375 shares are subject to the terms of a
Voting Trust Agreement dated February 26, 2020 between the Issuer
and the Reporting Person 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 711,375 shares vest in equal thirds on each of
December 20, 2020, June 20, 2022 and December 20,
2023.
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, 42 calendar months, and 59 calendar months. 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”). On
February 27, 2020 the Reporting Person was issued 555,853 shares of
the Issuer’s common stock representing the Reporting
Person’s pro rata portion of the First Marking Period Earnout
Shares. The number of outstanding shares of the
Issuer’s common stock beneficially owned by the Reporting
Person excludes Earnout Rights to up to an additional 1,097,247
shares of the Issuer’s common stock.
ITEM
5.
OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS.
Not
applicable.
ITEM
6.
OWNERSHIP OF MORE
THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON.
Not
applicable.
ITEM
7.
IDENTIFICATION AND
CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
Not
applicable.
ITEM
8.
IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE GROUP.
Not
applicable.
ITEM
9.
NOTICE OF
DISSOLUTION OF GROUP.
Not
applicable.
ITEM
10.
CERTIFICATIONS.
By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect, or other than activities
solely in connection with a nomination under
§240.14a-11.
| CUSIP No.
12482W101 | SCHEDULE
13G/Amendment No. 1 | Page 5 of 5 |
SIGNATURE
After reasonable
inquiry and to the best of the undersigned’s knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
| | JUSTICE FAMILY OFFICE,
LLC | | |
| | | | |
| Dated: February 28,
2020 | By: | /s/
Shannon Justice | |
| | |
Shannon Justice | |
| | | | |