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17. SUBSEQUENT EVENTS
12 Months Ended
Sep. 30, 2018
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

On October 2, 2018, the Company completed a secondary public offering of 1,971,428 shares of its common stock for aggregate gross proceeds of $6,899,998. The Company received approximately $6.3 million in net proceeds after deducting underwriting discounts and commissions and other estimated offering expenses payable by us.

 

On August 1, 2018, the Company extended the term of its original note receivable of $275,000 with a related party. The outstanding principal of $155,400 as of September 30, 2018, with 5% interest is due by December 31, 2018. On November 15 2018, the note was paid in full.

 

On December 3, 2018 the Company and our newly organized wholly-owned subsidiaries AcqCo, LLC and cbdMD LLC, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cure Based Development, LLC, a Nevada limited liability company (“Cure Based Development”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, upon consummation of a two-step merger, cbdMD LLC will continue as a wholly-owned subsidiary of our company and will continue the operations of Cure Based Development pre-closing. Cure Based Development, a Charlotte, NC-based company formed in August 2017, is owner, operator and manufacturer of nationally recognized consumer cannabidiol (CBD) brand cbdMD which currently offers a variety of CBD products from topicals and tinctures to bath bombs and pet products, manufactured and sold direct to consumers online via the company website. Cure Based Development also provides wholesale distribution with retailers currently selling products at brick-and-mortar locations, compounding pharmacies, salons, supplement stores, and pet shops. Cure Based Development reported revenues of $354 and $3,280,009 for the period from inception through December 31, 2017 and for the eight months ended August 31, 2018, respectively, and a net loss of $323,197 and $353,561 for those periods.

 

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the two-step merger, the members of Cure Based Development will receive contractual rights to receive 15,525,000 shares of our common stock, representing approximately 60% of our outstanding common stock following such issuance. Assuming the closing of the two-step merger, these initial shares will be issued as promptly as practicable following receipt of approval by our shareholders for the possible issuance of in excess of 19.99% of our presently outstanding common stock in accordance with the rule of the NYSE American (the “Shareholder Approval”). The Merger Agreement also provides that one of the members of Cure Based Development will be entitled to receive up to an additional 15,525,000 shares of our common stock as part of the merger consideration, upon Shareholder Approval and the satisfaction of certain aggregate net revenue criteria by cbdMD LLC within 60 months following the closing. We expect to include the proposal for Shareholder Approval of the issuance of the initial shares as well as the possible future issuance of the earnout shares in the proxy statement for our 2019 annual meeting of shareholders.

 

Following the execution of the Merger Agreement, we lent Cure Based Development $2,000,000 under the terms of a one year 6% secured promissory note. At closing Mr. R. Scott Coffman, the CEO and a manager of Cure Based Development, will be appointed to our Board of Directors and become the chief executive officer of our cbdMD LLC subsidiary. If the pending transaction closes, it will result in a change of control of our company and the combined company will be required to satisfy NYSE American initial listing standards for the continued listing of our common stock on the NYSE American following the closing.

 

In addition to other conditions to closing as described in the Merger Agreement, the completion of the two-step merger is subject to the approval by the President of the United States of the Agricultural and Nutrition Act of 2018, or such other titled Federal legislation, which, when approved, contains a permanent declassification of cannabidiol (CBD) as a controlled substance under Federal law. Because this and certain other conditions precedent to closing are beyond our control, we do not know when, if ever, that this transaction will be consummated.