Ronan Kennedy - Aug 24, 2021 Form 4 Insider Report for cbdMD, Inc. (YCBD)

Role: CFO & COO
Signature: /s/ T. Ronan Kennedy
Stock symbol: YCBD
Transactions as of: Aug 24, 2021
Transactions value $: $30,101
Form type: 4
Date filed: 8/25/2021, 10:15 AM
Next filing: Oct 5, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	YCBD	Common stock	Purchase	$15.1K	+7.4K		$2.04	7.4K	Aug 24, 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	YCBD	8% Series A Cumulative Convertible Preferred Stock	Purchase	$15K	+2.3K		$6.52	2.3K	Aug 24, 2021	Common Stock	3.83K	$6.00	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Series A Cumulative Convertible Preferred Stock (the "Preferred Stock") has no stated maturity and will remain outstanding indefinitely unless a holder chooses to convert the Preferred Stock into shares of the Issuer's common stock at any time, the Issuer elects to automatically convert it into shares of its common stock upon a "Market Trigger", as defined in the Issuer's Certificate of Designations, Rights and Preferences of the 8% Series A Cumulative Convertible Preferred Stock filed on October 11, 2019 (the "Designation"), on or after October 16, 2023 the Issuer elects to redeem it, or a Change of Control, (as defined in the Designation) occurs resulting in a mandatory redemption. The Issuer may elect to automatically convert some or all of the Preferred Stock into shares of its common stock if the closing price of the common stock has exceeded $8.25 (137.5% of the Conversion Price) for at least 20 out of 30 consecutive trading days ending within five trading days prior to the notice of automatic conversion. The Preferred Stock will not be redeemable before October 16, 2023 except as described below upon the occurrence of a Change of Control. Commencing on October 16, 2023, the Issuer may redeem, at its option, the Preferred Stock, in whole or in part, at a cash redemption price of $10.00 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. Upon the occurrence of a Change of Control the Issuer is required to redeem any or all of the shares of Series A Convertible Preferred Stock at a redemption price of $11.00 per share, plus any accrued but unpaid dividends to, but excluding, the redemption date.

Content

The Series A Cumulative Convertible Preferred Stock (the "Preferred Stock") has no stated maturity and will remain outstanding indefinitely unless a holder chooses to convert the Preferred Stock into shares of the Issuer's common stock at any time, the Issuer elects to automatically convert it into shares of its common stock upon a "Market Trigger", as defined in the Issuer's Certificate of Designations, Rights and Preferences of the 8% Series A Cumulative Convertible Preferred Stock filed on October 11, 2019 (the "Designation"), on or after October 16, 2023 the Issuer elects to redeem it, or a Change of Control, (as defined in the Designation) occurs resulting in a mandatory redemption. The Issuer may elect to automatically convert some or all of the Preferred Stock into shares of its common stock if the closing price of the common stock has exceeded $8.25 (137.5% of the Conversion Price) for at least 20 out of 30 consecutive trading days ending within five trading days prior to the notice of automatic conversion. The Preferred Stock will not be redeemable before October 16, 2023 except as described below upon the occurrence of a Change of Control. Commencing on October 16, 2023, the Issuer may redeem, at its option, the Preferred Stock, in whole or in part, at a cash redemption price of $10.00 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. Upon the occurrence of a Change of Control the Issuer is required to redeem any or all of the shares of Series A Convertible Preferred Stock at a redemption price of $11.00 per share, plus any accrued but unpaid dividends to, but excluding, the redemption date.