Item 1.01 Entry Into a Material Definitive Agreement.
On July 22, 2021 (the "Closing"), cbdMD, Inc., a North Carolina corporation (the
"Company"); Twenty Two Capital, LLC, a North Carolina limited liability company
("Twenty Two"); Vieo Design, LLC, a Tennessee limited liability company ("Vieo")
(Twenty Two and Vieo, collectively, "Seller"); John J. Wiesehan III; and Bradley
D. Trawick entered into an Asset Purchase Agreement (the "Asset Purchase
Agreement"). Under the Asset Purchase Agreement, the Company acquired from the
Seller the CBD online marketplace, DirectCBDOnline.com, related trademarks,
inventory, certain other assets, and assumed certain liabilities. The
DirectCBDOnline.com website provides CBD education and information and a
selection of the highest-quality CBD products, including, but not limited to,
oils, tinctures, salves, capsules, and gummies.
The Company acquired the assets for the consideration of $2,000,000 and up to
600,000 shares of the Company's restricted common stock. At the Closing, the
$200,000 of the cash purchase price was deposited into escrow pending possible
post-Closing adjustments and indemnity provisions. At the Closing, the Company
issued Twenty Two 300,000 shares of the Company's common stock and 100,000
shares of the Company's Common Stock shall be issued to Twenty Two on or before
January 31, 2023, less any amounts setoff against such shares for
indemnification claims pending against or paid by the Company under the Asset
Purchase Agreement and the remaining 200,000 shares shall be issued to Twenty
Two on or before 60th day following the first year anniversary of the Closing
subject to certain earn out provisions provided under the Asset Purchase
Agreement. The shares are subject to a 180 day lock up agreement subject to
certain limited transfers which will also be subject to the lock up. Twenty Two
is an accredited or otherwise sophisticated investor and the issuance of the
shares of common stock was exempt from registration under the Securities Act of
1933, as amended, in reliance on the exemption from registration provided by
Section 4(a)(2) of the act.
The foregoing description of the terms and conditions of the Asset Purchase
Agreement is qualified in its entirety by references to such agreement which is
filed as Exhibit 10.1 to this report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On July 22, 2021, pursuant to the Closing of the Asset Purchase Agreement Mr.
John J. Wiesehan III was appointed Chief Revenue Officer of the Company. Mr.
Wiesehan provided consulting services to the Company from June 2021 through the
Closing. Mr. Wiesehan, age 37, founded Twenty Two in 2018 and has served as its
chief executive officer since its inception. From September 2012 to October 2017
he served as vice president of sales for Ballantyne Brands LLC, a manufacturer
of ENDS (non combustible tobacco) products. He is a graduate of Appalachian
State University. The Company and Mr. Wiesehan entered into a two year
employment agreement effective on the Closing. Under the terms of the employment
agreement, the Company agreed to pay him an initial annual base salary of
$180,000 and he is entitled to a discretionary bonus up to 40% of his base
salary at the sole determination of the Compensation Committee of the Company's
board of directors. He will also be eligible for a one time cash performance
bonus of $160,000 payable in cash upon the Company reporting total net sales (as
defined under the employment agreement) equal or exceeding $16,000,000 for any
fiscal quarterly period prior to September 30, 2022. In addition, he is entitled
to participate in benefit programs the Company offers its employees and paid
vacation. The employment agreement may be terminated by the Company in the event
of his death or disability, by the Company for cause (as defined in the
employment agreement), or by either party without cause. The agreement contains
customary confidentiality, non-compete, and indemnification provisions.
The description of the terms of the employment agreement is qualified in its
entirety by reference to the agreement which is filed as Exhibit 10.2 to this
Item 7.01 Regulation FD Disclosure.
On July 22, 2021, the Company issued a press release announcing the completion
of the DirectCBDOnline.com assets from the Seller. A copy of this press release
is furnished as Exhibit 99.1 to this report.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item
7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be
deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 or otherwise be subject to the liabilities of that section, nor is it
incorporated by reference into any filing of cbdMD, Inc. under the Securities
Act of 1933 or the Securities Exchange Act of 1934, whether made before or after
the date hereof, regardless of any general incorporation language in such
Item 9.01 Financial Statements and Exhibits.
Incorporated by Reference Herewith
No. Exhibit Description Form Date Filed Number
10.1 Asset Purchase Agreement by and among Filed
Twenty Two Capital, LLC, cbdMD, Inc.,
John J. Wiesehan III, Vieo Design, LLC
and Bradley D. Trawick dated July 22,
10.2 Employment Agreement between the Company Filed
and John Wiesehan III dated July 22, 2021
99.1 Press release dated July 22, 2021 Furnished
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