Filing Details
- Accession Number:
- 0001654954-21-002064
- Form Type:
- 13D Filing
- Publication Date:
- 2021-02-24 17:09:59
- Filed By:
- Coffman Raymond Scott
- Company:
- Cbdmd Inc. (NYSE:YCBD)
- Filing Date:
- 2021-02-24
- 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 |
|---|---|---|---|---|---|---|
| Raymond Scott Coffman | 10,015,916 | 0 | 12,888,104 | 0 | 12, | 24.4% |
Filing
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
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) |
| Mr. Raymond Scott Coffman c/o 8845 Red Oak
Boulevard Charlotte, NC
28217 |
| (Name, address and telephone number of
person authorized to receive notices and
communications) |
| February 19, 2021 |
| (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 | SCHEDULE
13D | Page 2 of 5
Pages |
| 1 | NAME OF REPORTING
PERSONS Raymond Scott Coffman | |||
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | |||
| 3 | SEC USE
ONLY | |||
| 4 | SOURCE OF
FUNDS | |||
| 5 | CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐ WC | |||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States | |||
| NUMBER
OF | 7 | SOLE VOTING
POWER | 10,015,916
shares | |
| SHARES BENEFICIALLY | 8 | SHARED VOTING
POWER | 0
shares | |
| OWNED
BY EACH | 9 | SOLE DISPOSITIVE
POWER | 12,888,104
shares | |
| REPORTING PERSON
WITH | 10 | SHARED DISPOSITIVE
POWER | 0
shares | |
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,
888,104 shares (1) | |||
| 12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 24.4% | |||
| 14 | TYPE OF REPORTING
PERSON IN | |||
(1)
represents (a)
outstanding shares of the Issuer’s common stock over which
the Reporting Person has dispositive control, and (b) 93,334 shares
of the Issuer’s common stock underlying vested stock
options. See Item
5.
| CUSIP
No.12482W101 | SCHEDULE
13D | Page 3 of 5
Pages |
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 Raymond 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,
co-Chief Executive Officer and President 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.
Not
applicable.
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:
●
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
●
93,334
shares underlying vested stock options with an exercise price of
$3.15 per share.
The Reporting Person has sole 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 sole 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.
| CUSIP
No.12482W101 | SCHEDULE
13D | Page 4 of 5
Pages |
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 6,238,582
shares. The balance of 2,872,188 shares are subject to the terms of
a Voting Trust Agreement dated February 26, 2020 between the Issuer
and the 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 2,872,188 shares vest in equal parts on each of 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:
●
46,666 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 which are held of record by the Family Office.
On
February 19, 2021 the Reporting Person sold 3,000 shares of the
Issuer’s common stock at $4.2819 per share and on February
22, 2021 the Reporting Person sold an additional 122,000 shares of
the Issuer’s common stock at $4.2525 per share. These shares
were sold in same-day, same-way open market sales. Please see Form
4 filed by the Reporting Person with the SEC on February 23,
2021.
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.
None.
| CUSIP
No.12482W101 | SCHEDULE
13D | Page 5 of 5
Pages |
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: February 24, 2021 |
/s/ Raymond Scott Coffman |
| | Raymond
Scott Coffman |