YCBD cbdMD Inc

 

On April 24, 2023, cbdMD, Inc. (the “Company”) filed an Articles of Amendment to the Company’s Articles of Incorporation, as amended, with the Secretary of State of the State of North Carolina (the “Articles of Amendment”), which effected, at 12:01 a.m. Eastern Time on April 24, 2023, a one-for-45 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”). At the Company’s annual meeting of shareholders held on February 16, 2023, the shareholders of the Company voted to approve the Reverse Stock Split and granted the board the authority to determine a final reverse split ratio. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock changed to 12482W 309.

 

The Common Stock began trading on the NYSE American LLC (“NYSE American”) on the Reverse Stock Split-adjusted basis when the market opened on April 25, 2023.

 

As a result of the Reverse Stock Split, every 45 shares of Common Stock issued and outstanding was converted into one share of Common Stock. The Reverse Stock Split affected all shareholders uniformly and did not alter any shareholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split would have result in some shareholders owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split. Shareholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to receive one whole share.

 

The Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding securities entitling their holders to purchase shares of Common Stock or acquire shares of Common Stock, including stock options, warrants and Series A preferred stock, were adjusted as a result of the Reverse Stock Split, as required by the terms of those securities.

 

The foregoing description of the Articles of Amendment is a summary of the material terms thereof, does not purpose to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, which is filed with this report as Exhibit 3.1 and is incorporated hereby by reference.