John J. Wiesehan III - Jul 22, 2021 Form 4 Insider Report for cbdMD, Inc. (YCBD)

Signature
/s/ John J. Wiesehan III
Stock symbol
YCBD
Transactions as of
Jul 22, 2021
Transactions value $
$0
Form type
4
Date filed
7/26/2021, 05:31 PM
Next filing
Aug 20, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction YCBD Common Stock Purchase +162K 162K Jul 22, 2021 By Twenty Two Capital LLC F1, F2
holding YCBD Common Stock 26K Jul 22, 2021 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The common stock was issued as partial consideration pursuant to that certain Asset Purchase Agreement, dated July 22, 2021, by and among Twenty Two Capital, LLC ("Twenty Two"), the Issuer, the Reporting Person, and the other parties named therein (the "APA"). Pursuant to the APA, the Issuer agreed to acquire certain assets, including among others, tangible personal property, inventories, accounts receivable, contracts, governmental authorizations, intangible rights and property, and insurance benefits, subject to certain exclusions, in exchange for (i) $2,000,000 in cash, subject to adjustment per the APA, (ii) 600,000 shares of the Issuer's common stock, with (x) 300,000 shares issued at closing, (y) 100,000 shares to be issued on or before January 31, 2023, subject to certain set-off obligations, and (z) the remainder to be issued on or before the 60th day following the first year anniversary of the closing, subject to certain adjustments, and assume certain liabilities as provided for in the APA.
F2 Represents the Reporting Person's pecuniary interest in the 300,000 shares of the Issuer acquired by Twenty Two pursuant to the APA. The Reporting Person is the holder of a 53.85% membership interest in Twenty Two and has shared voting and investment power over its portfolio securities.