Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
OnJune 11, 2022 , Mr.Martin A. Sumichrast entered into a Separation Agreement (the "Separation Agreement") with cbdMD, Inc. (the "Company") and its subsidiaries whereby he resigned as the Company's Chief Executive Officer, member of the Board of Directors, employee, and all other capacities from the Company, effectiveJune 11, 2022 . His resignation onJune 11, 2022 was pursuant to Section 6(e) of his Employment Agreement datedApril 19, 2022 (the "Employment Agreement"). Under the Separation Agreement,Mr. Sumichrast also agreed to release the Company, its shareholders, directors, officers, employees and agents from all claims, whether known or unknown, related to his employment. The agreement also contains customary non-disclosure and non-disparagement provisions. In consideration forMr. Sumichrast's acknowledgments, representations, warranties, covenants, releases, and agreements set forth in the Separation Agreement, the Company agreed to payMr. Sumichrast $590,000 , payable in accordance with the Company's past payroll practices over a 16 month period, commencing within 21 days afterJune 11, 2022 . As further consideration, the Company also agreed to payMr. Sumichrast a sum equal to the cost forMr. Sumichrast to continue his current medical insurance coverage for 12 months through the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), commencing within 21 days afterJune 11, 2022 . In further consideration, subject toMr. Sumichrast's compliance with the Separation Agreement, the Company shall issue 400,000 Restricted Stock Units ("RSU") to acquire restricted shares of Common Stock toMr. Sumichrast , vesting as follows: 200,000 RSUs to vest onJuly 1, 2022 and 200,000 RSUs to vest onJanuary 1, 2023 . Previously issued and unvested RSUs terminate in accordance with the grants and Separation Agreement. The description of the terms and conditions of the Separation Agreement withMr. Sumichrast is qualified in its entirety by reference to the agreement which is filed as Exhibit 10.1 to this report.
Item 7.01 Regulation FD Disclosure
OnJune 13, 2022 , the Company issued a press release announcing the resignation ofMr. Sumichrast as the Company's Chief Executive Officer, member of the Board of Directors, employee and all other capacities, as detailed in Item 5.02 of this current report, Form 8-K. A copy of the press release is being furnished as Exhibit 99.1. The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Incorporated by Reference Filed or Furnished No. Exhibit Description Form Date Filed Number Herewith 10.1 Separation Agreement dated June 11, 2022 Filed 99.1 cbdMD, Inc., Press Release dated June 13, Furnished 2022 3
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