OTHER INFORMATION.
−Removed: On August 9, 2022, T.
−Removed: Ronan Kennedy, our Chief Financial Officer and Chief Operating Officer, was appointed interim principal executive officer.
−Removed: Effective August 9, 2022, Dr. Sybil Swift, a key employee of the Company, was appointed to serve on the board of directors, filling a vacancy on the board, in accordance with the bylaws of the Company. 
−Removed: Swift has served as the Company’s Vice President for Scientific & Regulatory Affairs and the co-chair of cbdMD Therapeutics, LLC, since March of 2021.
−Removed: She initially joined the Company as a Regulatory Consultant in Jan 2021.
−Removed: Prior to joining the Company, from Jan 2020 to Dec 2020, Dr.
−Removed: Swift was the Senior Vice President for Scientific & Regulatory Affairs at the Natural Products Association. Dr.
−Removed: Swift served in multiple roles during her 5 years within the U.S.
−Removed: Food and Drug Administration's Office of Dietary Supplement Programs;
−Removed: the last role was the Associate Director for Research and Strategy. As Associate Director, Dr.
−Removed: Swift directed the office’s research portfolio and was responsible for ensuring alignment between its science, research, compliance, enforcement, and policy initiatives.
−Removed: Swift was also the co-chair of the Botanical Safety Consortium, a collaboration between scientists from government agencies, academia and industry. Dr.
−Removed: Swift earned her Ph.D.
−Removed: in Nutrition has and M.S.
−Removed: in Kinesiology at Texas A&M University.
−Removed: She is currently a member of the American Society for Nutrition, the Global Retailer & Manufacturer Alliance (GRMA), the Natural Products Association (NPA) ComPLI Committee, the Council for Federal Cannabis Regulation's (CFCR) SRAC.
−Removed: Swift is not considered an “independent director”
−Removed: within the meaning of Section 803 of the NYSE American Company Guide.
−Removed: As an employee director, she will not be appointed to any committee of our board of directors. 
−Removed: She shall receive a restricted stock grant of 5,000 shares of our common stock and five options to purchase 30,000 shares of our common stock, exercisable at $0.568 per share. 
−Removed: The restricted stock grant and options vest on the date of issuance.  
−Removed: In keeping with the Company’s stated commitment to increase diversity on the board which it believes supports the Company’s core values and is an essential measure of sound governance and critical to a well-functioning board, the board of directors recognizes that Dr.
−Removed: Swift is a minority.
−Removed: As previously reported, on December 20, 2018 we closed that certain Merger Agreement, as amended, by and among our company, our subsidiaries and Cure Based Development, LLC (“Cure Based Development”).
−Removed: Pursuant to the terms of the Merger Agreement, as partial merger consideration CBD Holding, LLC (“CBDH”), the then sole member of Cure Based Development, was entitled to receive (the “Earnout Rights”) up to 15,250,000 additional shares of our common stock (the “
−Removed: Earnout Shares ”) upon the satisfaction of certain aggregate net revenue criteria within 60 months (marking periods) following the Closing Date.
−Removed: The possible issuance of the Earnout Shares was approved by our shareholders in April 2019.
−Removed: In February 2020 CBDH distributed the Earnout Rights to its members which included affiliates of Martin A.
−Removed: Sumichrast (our former officer and director) and R.
−Removed: Scott Coffman (a current member of our board of directors and former officer). 
−Removed: Following the completion of the June 30, 2022 quarter within the third marking period, and in accordance with the terms of the Merger Agreement, as amended, we determined that the net revenues for the June 30, 2022 quarter within the third marking period were $8,592,892 and on August 9, 2022 we issued the members an aggregate of 409,505 shares of our common stock.
−Removed: The recipients were accredited investors and the issuances were exempt from registration under the Securities Act of 1933, as amended, in reliance on an exemption provided by Section 4(a)(2) of that act.
+Added: Effective February 10, 2023, the Company completed the Membership Interest Transfer Agreement with Blystone & Donaldson, LLC, and Mr.
+Added: Thomas Finke (collectively, the “Transferees”) dated June 22, 2022.
+Added: Pursuant to the terms of the agreement, the Company sold its entire ownership interest in Adara Sponsor, LLC, to the Transferees for the total purchase price of $1,000,000 which constitutes the Company’s original purchase price of the interest.
+Added: The Auditor Firm ID for our external auditors, Cherry Bekaert LLP, is 677.
Incorporated by Reference
26 unchanged sentences
Bylaws, As amended
−Removed: Equipment Purchase Agreement dated April 7, 2022 +
−Removed: Membership Interest Transfer Agreement effective June 22, 2022
+Added: Agreement for Advertising Placement dated February 1, 2023 +
Certification of Principal Executive Officer (Section 302)
10 unchanged sentences
The Company hereby agrees to furnish to the staff of the Securities and Exchange Commission upon request any omitted information.
+Added: * This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: August 11, 2022
−Removed: Ronan Kennedy
−Removed: Ronan Kennedy, interim Principal Executive Officer
−Removed: August 11, 2022
+Added: February 13, 2023
+Added: /s/ Kevin MacDermott
+Added: Kevin MacDermott, President, principal
+Added: executive officer
+Added: February 13, 2023
Ronan Kennedy
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.