cbdMD, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.   Except for those unregistered securities previously disclosed in reports filed with the SEC during the period covered by this report, we have not sold any securities without registration under the Securities Act during the period covered by this report, except as provided below. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.   In December, the Company issued 50,000 RSUs and 100,000 options to an employee. 25,000 RSUs vested upon issuance and the Company recorded a total expense of $6,250. 25,000 RSUs vest based on meeting certain direct to consumer revenue hurdles prior to December 2024. 75,000 options vest equally at each anniversary for the next three years, have a strike price of $.25 and a five year term. The total expense of these options is $13,150 and will be amortized over the term of the vesting periods. 25,000 options vest based on meeting certain direct to consumer revenue requirements by the end of December 2024.   In January, the Company issued  175,000 RSUs and 105,000 Options to a group of employees.  The RSUs vested upon issuance, having a fair market value of upon issuance of $40,950. The stock options awards vested at issuance, had a strike price of $0.234, five-year term and a fair market value upon issuance of $15,225.   In January the Company issued 100,000 shares of common stock to Twenty Two Capital as the final obligation under the 2021 acquisition agreement upon the expiration of the indemnification period.   ITEM 3. DEFAULTS UPON SENIOR SECURITIES.   None.   ITEM 4. MINE SAFETY DISCLOSURES.   Not applicable to our Company’s operations.