Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 11, 2022, Mr. Martin A. Sumichrast entered into a Separation Agreement
(the "Separation Agreement") with cbdMD, Inc. (the "Company") and its
subsidiaries whereby he resigned as the Company's Chief Executive Officer,
member of the Board of Directors, employee, and all other capacities from the
Company, effective June 11, 2022. His resignation on June 11, 2022 was pursuant
to Section 6(e) of his Employment Agreement dated April 19, 2022 (the
"Employment Agreement"). Under the Separation Agreement, Mr. Sumichrast also
agreed to release the Company, its shareholders, directors, officers, employees
and agents from all claims, whether known or unknown, related to his employment.
The agreement also contains customary non-disclosure and non-disparagement
provisions.
In consideration for Mr. Sumichrast's acknowledgments, representations,
warranties, covenants, releases, and agreements set forth in the Separation
Agreement, the Company agreed to pay Mr. Sumichrast $590,000, payable in
accordance with the Company's past payroll practices over a 16 month period,
commencing within 21 days after June 11, 2022. As further consideration, the
Company also agreed to pay Mr. Sumichrast a sum equal to the cost for Mr.
Sumichrast to continue his current medical insurance coverage for 12 months
through the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), commencing
within 21 days after June 11, 2022. In further consideration, subject to Mr.
Sumichrast's compliance with the Separation Agreement, the Company shall issue
400,000 Restricted Stock Units ("RSU") to acquire restricted shares of Common
Stock to Mr. Sumichrast, vesting as follows: 200,000 RSUs to vest on July 1,
2022 and 200,000 RSUs to vest on January 1, 2023. Previously issued and unvested
RSUs terminate in accordance with the grants and Separation Agreement. The
description of the terms and conditions of the Separation Agreement with Mr.
Sumichrast is qualified in its entirety by reference to the agreement which is
filed as Exhibit 10.1 to this report.
Item 7.01 Regulation FD Disclosure
On June 13, 2022, the Company issued a press release announcing the resignation of Mr. Sumichrast as the Company's Chief Executive Officer, member of the Board of Directors, employee and all other capacities, as detailed in Item 5.02 of this current report, Form 8-K. A copy of the press release is being furnished as Exhibit 99.1. The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, or the Exchange Act.
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 Separation Agreement dated June 11, 2022 Filed
99.1 cbdMD, Inc., Press Release dated June 13, Furnished
2022
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