Item 8.01 Other Events.


As previously disclosed, on December 3, 2018 cbdMD, Inc. ("cbdMD") entered into
that certain Agreement and Plan of Merger (the "Merger Agreement") by and among
cbdMD, its wholly-owned subsidiaries and Cure Based Development, LLC pursuant to
which it acquired all of the membership interests of Cure Based Development, LLC
from its then sole member CBD Holding, LLC ("CBDH"). The transaction closed on
December 21, 2018. As partial consideration for such transaction, CBDH received
contractual rights (the "Earnout Rights") to receive up to 15,250,000 additional
shares of cbdMD's common stock (the "Earnout Shares") based upon the achievement
of certain earnout targets as set forth in the Merger Agreement. In February
2020, in connection with its liquidation, CBDH distributed the Earnout Rights to
its members based upon the members' pro pro-rata ownership interest in CBDH.
Members of CBDH at the time of its liquidation and this distribution included
affiliates of Martin A. Sumichrast and R. Scott Coffman, directors and executive
officers of cbdMD. In February 2020 and March 2021 cbdMD issued Earnout Shares
to the CBDH members representing the shares earned in the first and second
marking periods based upon their pro-rata ownership interest in CBDH. Following
these issuances, there remain Earnout Rights to an aggregate of 6,773,953
Earnout Shares which may be issued upon the achievement of the revenue targets
in the Merger Agreement during the third and fourth marking periods.

The third marking period ("Third Marking Period") was originally an 18 month
period commencing on January 1, 2021 and ending on June 30, 2022 (the "Third
Marking Period End Date"), after which time the determination of the issuance of
any remaining Earnout Shares would be made pursuant to the terms of the Merger
Agreement. On March 31, 2021 cbdMD entered into Addendum No. 1 to the Merger
Agreement ("Addendum No. 1") with the holders of the remaining Earnout Rights
which amended the measurement periods within the Third Marking Period to change
the determination of the aggregate net revenues within the Third Marking Period
to a quarterly basis for each of the six fiscal quarters within the Third
Marking Period, beginning with the quarter ended March 31, 2021, instead of
following Third Marking Period End Date. This change in the measurement date,
however, has no effect on the number of remaining Earnout Shares issuable under
the Earnout Rights and no effect on the earnout targets; Addendum No. 1 simply
changes the physical issuance date(s) of the remaining Earnout Shares, if in
fact, such shares are earned pursuant to the terms of the Merger Agreement.
Addendum No. 1 did not change any of the terms of the Fourth Marking Period (as
that term is defined in the Merger Agreement).

By way of background, under U.S. generally accepted accounting principles ("U.S.
GAAP") cbdMD is required to account for the Earnout Shares as a non-cash
contingent liability and each quarter cbdMD records increases or decreases in
the fair value as an adjustment to earnings, which has had a material impact on
cbdMD's results of operations. Changes in the market price of its common stock,
which is one of the inputs used in determining the amount of the non-cash
contingent liability, results in increases or decreases in this non-cash
liability, and positively or negatively impacts cbdMD's net loss or profit to
common shareholders for the period. cbdMD entered into the Amendment No. 1 to
the Merger Agreement in an effort to mitigate the U.S. GAAP impact of this
non-cash liability on cbdMD's financial statements during such 18 month period.
While not changing the ultimate number of Earnout Shares which cbdMD will issue
during the Third Marking Period, which such number is presently unknown as it is
based upon the achievement of the revenue targets in the Merger Agreement, such
change in the measurement periods within the Third Marking Period will reduce
the number Earnout Shares used to calculate the non-cash liability on a
quarterly basis, thereby reducing the quarterly impact on cbdMD's financial
statements of the non-cash changes in the contingent liability.

The foregoing description is qualified in its entirety by reference to Addendum No. 1, a copy of which is filed as Exhibit 10.1 to this report.

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     Addendum No. 1 to Agreement and Plan of                                                Filed
           Merger dated March 31, 2021

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