|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
cbdMD, Inc. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
12482W408 (CUSIP Number) |
Jeffrey Porter 2101 Westinghouse Blvd., Suite A Charlotte, NC, 28273 704-445-3060 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 12482W408 |
| 1 |
Name of reporting person
Porter Jeffrey H | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
573,530.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value |
| (b) | Name of Issuer:
cbdMD, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2101 Westinghouse Blvd., Suite A, CHARLOTTE,
NORTH CAROLINA
, 28273. |
| Item 2. | Identity and Background |
| (a) | Jeffrey Porter |
| (b) | The address is 2101 Westinghouse Blvd., Suite A, Charlotte, NC 28273. |
| (c) | Mr. Porter is a director of cbdMD, Inc. |
| (d) | During the past five years the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | During the past five years the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On May 6, 2025, the Reporting Person acquired 573,530 shares of the Issuer's common stock through various entities he controls pursuant to the automatic conversion of shares of the Issuer's 8% Series A Cumulative Convertible Preferred Stock (the "Preferred Stock"). The automatic conversion occurred without any action on the part of the Reporting Person and converted each share of the Preferred Stock into thirteen shares of the Issuer's common stock on May 6, 2025 at 4:01 p.m. Eastern Time. The shares of common stock give effect to the one-for-8 reverse stock split of the Company's issued and outstanding shares of common stock, effective May 6, 2025 at 4:02 p.m. Eastern Time. | |
| Item 4. | Purpose of Transaction |
The Reporting Person is a director of the Issuer. All of the Issuer's securities owned by the Reporting Person were acquired prior to his appointment to the board of directors of the Issuer for investment purposes only and are being held as a long-term investment. The Reporting Person does not have any current plans or proposals which relate to or would result in any matters set forth in Items 4(a) through 4(j) of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person beneficially owns 573,530 shares of the Issuer's common stock. This includes (i) 465,955 shares of common stock owned by Porter Partners L.P., (ii) 61,750 shares of common stock owned by Ben Joseph Partners, (iii) 41,275 shares of common stock owned by Jeff Porter IRA-Beneficiary and (iv) 4,550 shares of common stock owned by Beneficiary of Trust. The Reporting Person holds voting and dispositive control of each entity mentioned above. The above number of shares amounts to approximately 6.44% of the 8,908,406 outstanding shares of the Issuer's common stock as of May 7, 2025. |
| (b) | The Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition of all shares beneficially owned by the Reporting Person. |
| (c) | Except as described in this Schedule 13D under Item 3 above, the Reporting Person did not engage in any transactions in shares of the Company's common stock during the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. |
Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|