cbdMD, Inc. (NYSE:YCBD) Q4 2019 Earnings Conference Call December 18, 2019 4:15 PM ET Company Participants Mark Elliott - CFO Martin Sumichrast - CEO Conference Call Participants William Sutherland - The Benchmark Company Paul Cooney - Joseph Gunnar Steven Emerson - Emerson Investment Group Scott Fortune - Roth Capital Partners Operator Good afternoon. Welcome to the cbdMD Fourth Quarter and Fiscal 2019 Earnings Call and Update. This afternoon, the company issued a press release that provided an overview of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2019 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number: 001-38299 CBDMD, INC. (Exact name of registrant as specified in its charter) North Carolina 47-3414576 (State ...

cbdMD, Inc. (NYSE:YCBD) Q3 2019 Earnings Conference Call August 14, 2019 4:30 PM ET Company Participants Mark Elliott - CFO Marty Sumichrast - Chairman & co-CEO Caryn Dunayer - President Scott Coffman - Founder & CEO Conference Call Participants Steve Emerson - Emerson Investment Group Paul Cooney - Joseph Gunnar & Company Michael Solomon - Maxim Scott Fortune - Roth Capital Partners Operator Operator Good morning. Welcome to the cbdMD Third Quarter Fiscal 2019 Earnings Call and Update. This afternoon, the ...

PART I - FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=ITEM%201.%20Financial%20Statements.) This section presents the unaudited condensed consolidated financial statements for the quarterly period ended June 30, 2019, including balance sheets, statements of operations, comprehensive income, cash flows, and shareholders' equity, along with detailed notes explaining accounting policies and significant transactions like the recent merger with Cure Based Development [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets as of June 30, 2019, and September 30, 2018, show a significant increase in total assets from $15.0 million to $100.9 million, primarily driven by goodwill and intangible assets from the recent merger, with total liabilities also rising dramatically from $1.0 million to $75.8 million due to a new contingent liability of $70.6 million related to the acquisition Condensed Consolidated Balance Sheet Highlights (Unaudited) | Metric | June 30, 2019 (USD) | September 30, 2018 (USD) | | :--- | :--- | :--- | | **Total Current Assets** | $22.2 million | $11.8 million | | **Goodwill** | $55.1 million | $0 | | **Intangible Assets, net** | $22.6 million | $3.2 million | | **Total Assets** | **$100.9 million** | **$15.0 million** | | **Total Current Liabilities** | $2.3 million | $969,955 | | **Contingent Liability** | $70.6 million | $0 | | **Total Liabilities** | **$75.8 million** | **$998,457** | | **Total Shareholders' Equity** | $25.1 million | $14.0 million | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended June 30, 2019, the company reported total net sales of $8.0 million, a significant increase from $3.2 million in the prior-year period, but a substantial increase in operating expenses and a $21.5 million increase in contingent liability led to a net loss of $29.2 million, compared to a net income of $0.57 million in the same quarter of 2018 Statement of Operations Summary (Three Months Ended June 30) | Metric | 2019 (USD) | 2018 (USD) | | :--- | :--- | :--- | | **Total Net Sales** | $8.0 million | $3.2 million | | **Gross Profit** | $5.1 million | $2.1 million | | **Operating Expenses** | $13.3 million | $1.5 million | | **(Increase) of contingent liability** | ($21.5 million) | $0 | | **Net Income (Loss)** | **($29.2 million)** | **$565,253** | | **Net Income (Loss) per share (Basic)** | ($1.19) | $0.03 | Statement of Operations Summary (Nine Months Ended June 30) | Metric | 2019 (USD) | 2018 (USD) | | :--- | :--- | :--- | | **Total Net Sales** | $15.0 million | $7.0 million | | **Gross Profit** | $9.4 million | $5.1 million | | **Operating Expenses** | $20.8 million | $4.1 million | | **(Increase) of contingent liability** | ($52.5 million) | $0 | | **Net Income (Loss)** | **($63.2 million)** | **$943,390** | | **Net Income (Loss) per share (Basic)** | ($4.22) | $0.06 | [Condensed Consolidated Statement of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the nine months ended June 30, 2019, net cash used by operating activities was $9.1 million, primarily due to a large net loss adjusted for non-cash items like the increase in contingent liability, with investing activities using $1.6 million mainly for the merger, and financing activities providing $18.0 million from common stock issuance, resulting in a net cash increase of $7.4 million Cash Flow Summary (Nine Months Ended June 30, 2019) | Cash Flow Activity | Amount (USD) | | :--- | :--- | | **Net cash used by operating activities** | ($9.1 million) | | **Net cash used by investing activities** | ($1.6 million) | | **Net cash provided by financing activities** | $18.0 million | | **Net increase in cash** | $7.4 million | | **Cash and cash equivalents, end of period** | $11.6 million | [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes provide critical details behind the financial statements, including the December 2018 merger with Cure Based Development, which was accounted for as a business combination, leading to significant goodwill and intangible assets, and also detail the impairment of intangible assets from non-CBD business lines, the nature of the large contingent liability tied to the merger's earnout provisions, and a breakdown of segment performance showing a major shift in revenue towards the CBD products division - On December 20, 2018, the company completed a merger with Cure Based Development, LLC, acquiring the cbdMD brand. The transaction involved issuing **15,250,000 shares** and a potential additional **15,250,000 shares** based on future revenue targets[39](index=39&type=chunk)[92](index=92&type=chunk) - Due to a strategic shift towards the CBD business, the company recorded impairment charges totaling **$2,114,334** in Q3 2019 for intangible assets related to its BPU, I'M1, and EE1 subsidiaries, as these brands were not expected to be used as they have in the past[120](index=120&type=chunk)[123](index=123&type=chunk) - A contingent liability for future share issuances related to the merger was valued at **$70.6 million** as of June 30, 2019. Its value increased by **$21.5 million** during the quarter, primarily due to the rise in the company's stock price, which was recorded as an expense[61](index=61&type=chunk)[133](index=133&type=chunk) Segment Net Sales (Three Months Ended June 30) | Segment | 2019 Net Sales (USD) | 2018 Net Sales (USD) | | :--- | :--- | :--- | | Products Division | $8.0 million | $27,205 | | Licensing Division | $3,353 | $1.6 million | | Entertainment Division | $20,113 | $1.5 million | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses the company's performance, emphasizing the strategic shift to the CBD products division following the December 2018 merger, highlighting significant revenue growth driven by the cbdMD brand, alongside a substantial increase in operating expenses for marketing and infrastructure, with the net loss heavily impacted by non-cash charges, including a $2.1 million impairment of non-CBD intangible assets and a $21.5 million increase in the contingent liability related to the merger [Overview and Growth Strategies](index=39&type=section&id=Overview%20and%20Growth%20Strategies) The company operates in three segments: products (CBDI, Beauty & Pin-Ups), licensing (kathy ireland® Health & Wellness, IM1), and entertainment (EE1), with the primary growth strategy focused on expanding the cbdMD brand by increasing distribution to wholesalers and retailers, developing new CBD products, and executing a robust advertising and media plan, aiming to surpass $5 million in monthly net sales by March 2020 and $10 million by December 2020 - The company's primary strategic focus is to build the cbdMD brand into the top recognized brand in the CBD sector following the passage of the Farm Bill[201](index=201&type=chunk) - Key growth strategies include expanding distribution from **approximately 600 to 3,000 retail doors** since January 2019, developing new CBD products, and continuing development of all advertising, media, and sales channels[201](index=201&type=chunk) - The company has set future goals to surpass **$5 million** in monthly net sales by March 31, 2020, and achieve operational positive cash flow in the second quarter of fiscal 2021[201](index=201&type=chunk) [Results of Operations](index=40&type=section&id=Results%20of%20Operations) For the third quarter of 2019, total net sales grew 151.5% year-over-year to $8.0 million, driven almost entirely by the Products division (cbdMD), which now accounts for 99.7% of sales, reflecting a major shift from the prior year when licensing and entertainment were primary revenue sources, while operating expenses surged over 800% to $13.3 million due to the ramp-up of the cbdMD business and a $2.1 million non-cash impairment charge, with the cost of sales for the Products division improving significantly as a percentage of sales Financial Performance Comparison (Three Months Ended June 30) | Metric | 2019 (USD) | 2018 (USD) | % Change | | :--- | :--- | :--- | :--- | | Total Net Sales | $8.0 million | $3.2 million | 151.5% | | Gross Profit % | 63.2% | 65.4% | (2.2)% | | Operating Expenses | $13.3 million | $1.5 million | 811.4% | | Net Loss Attributable to cbdMD, Inc. | ($27.7 million) | $206,074 | (13541.4)% | - The Products division's net sales increased to **$8.0 million** in Q3 2019 from just **$27,205** in Q3 2018, due to the acquisition of the cbdMD brand[201](index=201&type=chunk)[202](index=202&type=chunk) - The significant increase in operating expenses is attributed to the merger and ramp-up of the cbdMD brand, including higher staff, marketing, legal, and travel costs, plus a one-time impairment charge of **approximately $2,114,000**[210](index=210&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2019, the company had $11.6 million in cash and cash equivalents and $19.9 million in working capital, a significant improvement from September 30, 2018, largely due to raising net proceeds of $12.7 million from a public offering in May 2019 and $6.4 million in October 2018, but despite revenue growth, cash flow from operations was a net use of $9.8 million for the nine months ended June 30, 2019, as the company funded its operational expansion Liquidity Position | Metric | June 30, 2019 (USD) | September 30, 2018 (USD) | | :--- | :--- | :--- | | Cash and cash equivalents | $11.6 million | $4.3 million | | Working capital | $19.9 million | $10.8 million | - The company raised total net proceeds of **$12.7 million** in May 2019 and **$6.4 million** in October 2018 from public stock offerings to fund brand development, marketing, and working capital[229](index=229&type=chunk) - Net cash used in operations for the nine months ended June 30, 2019, was **$9.8 million**, an increase from **$4.8 million** in the prior-year period, reflecting the costs of funding operational growth[228](index=228&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) This section is not applicable as the company is a smaller reporting company - Disclosure is not applicable for a smaller reporting company[236](index=236&type=chunk) [Controls and Procedures](index=47&type=section&id=ITEM%204.%20Controls%20and%20Procedures.) Management, including the co-CEOs and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of the end of the reporting period, with the only material change to internal control over financial reporting being the implementation of an automated perpetual inventory system during the quarter - The company's co-Chief Executive Officers and Chief Financial Officer concluded that disclosure controls and procedures were effective[237](index=237&type=chunk) - In the quarter ending June 30, 2019, the company implemented an automated perpetual inventory system as a change to its internal control over financial reporting[238](index=238&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=48&type=section&id=ITEM%201.%20Legal%20Proceedings.) There are no new legal proceedings to report beyond what has been previously disclosed - None, except as previously reported[241](index=241&type=chunk) [Risk Factors](index=48&type=section&id=ITEM%201A.%20Risk%20Factors.) The company incorporates by reference the risk factors previously disclosed in its 2018 Form 10-K and its Q1 2019 Form 10-Q - The company incorporates by reference the risk factors disclosed in its Annual Report on Form 10-K for the fiscal year ended September 30, 2018, and its Quarterly Report on Form 10-Q for the period ended March 31, 2019[242](index=242&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) There are no new unregistered sales of equity securities to report beyond what has been previously disclosed - None, except as previously reported[243](index=243&type=chunk) [Other Information](index=48&type=section&id=ITEM%205.%20Other%20Information.) The company disclosed two items: first, it is pursuing collection of a $1,000,000 payment from an affiliate of a former board member that was due May 1, 2019, and second, on August 7, 2019, the board approved an amendment to its 2015 Equity Compensation Plan to reflect the new company name and align the annual share increase date with the fiscal year - The company is pursuing collection of a **$1,000,000** payment from an affiliate of a former board member after a missed payment on June 30, 2019[246](index=246&type=chunk) - On August 7, 2019, the board amended the 2015 Equity Compensation Plan to change its name and modify the timing of the annual 'evergreen' share increase[247](index=247&type=chunk) [Exhibits](index=49&type=section&id=ITEM%206.%20Exhibits.) This section lists the exhibits filed with the Form 10-Q, including a new office lease agreement, certifications from principal officers, and XBRL data files - Filed exhibits include a new office lease dated July 11, 2019, CEO and CFO certifications (Section 302 and 906), and XBRL documents[249](index=249&type=chunk)

cbdMD, Inc. (NYSE American: YCBD) Q2 2019 Earnings Conference Call May 16, 2019 9:00 AM ET Company Participants Mark Elliott - Chief Financial Officer and Chief Operating Officer Marty Sumichrast - Chairman and Chief Executive Officer of Level Brands Scott Coffman - Founder and Chief Executive Officer of cbdMD Conference Call Participants Scott Rothbaum - Joseph Gunnar & Company David Bannister - The Market Analysis Group Steve Emerson - Emerson Investment Group Operator Good morning. Welcome to the cbdMD S ...

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I-FINANCIAL%20INFORMATION) [Financial Statements](index=5&type=section&id=ITEM%201.%20Financial%20Statements.) The financial statements reflect significant changes post-merger, with dramatic increases in assets and liabilities, and a substantial net loss driven by contingent liability revaluation Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | March 31, 2019 ($) | September 30, 2018 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $4,639,587 | $4,282,553 | | Total current assets | $14,144,223 | $11,790,147 | | Goodwill | $55,144,269 | $0 | | Intangible assets, net | $24,729,322 | $3,173,985 | | **Total assets** | **$94,835,227** | **$15,017,612** | | **Liabilities & Equity** | | | | Total current liabilities | $1,871,292 | $969,955 | | Contingent liability | $102,267,557 | $0 | | **Total liabilities** | **$108,250,883** | **$998,457** | | **Total shareholders' equity (deficit)** | **($13,415,656)** | **$14,019,155** | - The significant increase in assets (**Goodwill**, **Intangibles**) and liabilities (**Contingent Liability**) is a direct result of the merger with **Cure Based Development** completed on December 20, 2018[18](index=18&type=chunk)[20](index=20&type=chunk)[39](index=39&type=chunk) Condensed Consolidated Statements of Operations Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended Mar 31, 2019 ($) | Three Months Ended Mar 31, 2018 ($) | Six Months Ended Mar 31, 2019 ($) | Six Months Ended Mar 31, 2018 ($) | | :--- | :--- | :--- | :--- | :--- | | Total Net Sales | $5,673,352 | $3,080,910 | $6,922,381 | $3,768,666 | | Gross Profit | $3,538,689 | $2,557,089 | $4,296,711 | $3,016,722 | | Loss from operations | ($2,400,645) | $1,619,966 | ($3,187,564) | $391,954 | | (Increase) decrease on contingent liability | ($30,914,074) | $0 | ($30,914,074) | $0 | | Net Loss attributable to cbdMD, Inc. | **($31,791,738)** | **$1,404,397** | **($33,901,451)** | **$271,469** | | Net Loss per share (Basic) | **($3.13)** | **$0.17** | **($3.35)** | **$0.04** | - The company reported a significant **net loss of $31.8 million** for the three months ended March 31, 2019, primarily driven by a **$30.9 million non-cash expense** related to the increase in the fair value of the **contingent liability** from the **Cure Based Development merger**[22](index=22&type=chunk)[62](index=62&type=chunk) Condensed Consolidated Statement of Cash Flows Cash Flow Summary for the Six Months Ended March 31 (Unaudited) | Cash Flow Activity | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Net cash used by operating activities | ($4,462,372) | ($3,552,831) | | Net cash used by investing activities | ($1,360,070) | ($662,465) | | Net cash provided by financing activities | $6,179,476 | $10,642,449 | | **Net increase in cash** | **$357,034** | **$6,427,153** | - For the six months ended March 31, 2019, financing activities, primarily from a secondary stock offering, provided **$6.2 million in cash**, which offset cash used in operating and investing activities[25](index=25&type=chunk)[154](index=154&type=chunk) Notes to Condensed Consolidated Financial Statements - On December 20, 2018, the company completed a **merger with Cure Based Development, LLC**, which now operates as the subsidiary CBD Industries LLC (CBDI) The consideration includes a contractual obligation to issue **15,250,000 shares** of common stock, plus up to an **additional 15,250,000 shares** based on future revenue targets[39](index=39&type=chunk)[95](index=95&type=chunk) - The merger consideration is accounted for as a **contingent liability**, which was valued at **$102.3 million** as of March 31, 2019 Its value increased by **$30.9 million increase** during the quarter, primarily due to the rise in the company's stock price, resulting in a significant **non-cash expense**[62](index=62&type=chunk)[140](index=140&type=chunk) - The company operates in three segments: **Products**, **Licensing**, and **Entertainment** For the six months ended March 31, 2019, the Products division generated **$6.1 million in net sales**, representing **88.5% of total net sales**, driven by the **cbdMD acquisition**[176](index=176&type=chunk)[181](index=181&type=chunk) - Subsequent to the quarter's end, on April 19, 2019, shareholders approved changing the company name to **"cbdMD, Inc."** effective May 1, 2019, and the issuance of **15,250,000 shares** related to the merger[186](index=186&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management attributes the 84% sales increase to the cbdMD acquisition, with a significant net loss driven by contingent liability revaluation and increased operating expenses Overview and Recent Developments - The company operates five business units, with the newest, **CBD Industries (cbdMD)**, established in December 2018 following the **merger with Cure Based Development LLC**[191](index=191&type=chunk)[196](index=196&type=chunk) - On April 19, 2019, shareholders approved changing the company's name from **Level Brands, Inc. to cbdMD, Inc.**, effective May 1, 2019 They also approved the issuance of **15,250,000 shares** as initial consideration for the merger[199](index=199&type=chunk) - The company's growth strategy is now heavily focused on expanding the visibility and distribution of the **cbdMD brand**, capitalizing on the passage of the **Farm Bill**[200](index=200&type=chunk) Results of Operations Financial Performance Summary (Three Months Ended March 31) | Metric | 2019 ($) | 2018 ($) | % Change | | :--- | :--- | :--- | :--- | | Total net sales | $5,673,351 | $3,080,910 | 84.1% | | Gross profit | $3,538,689 | $2,557,089 | 38.4% | | Gross profit % | 62.4% | 83.1% | (20.7)% | | Operating expenses | $5,939,334 | $937,123 | 533.8% | | Net loss attributable to cbdMD, Inc. | ($31,791,738) | $1,404,397 | (2363.7)% | - For the three months ended March 31, 2019, the **Products division** accounted for **99.5% of total net sales**, a dramatic shift from **1.0%** in the prior year period, driven by the **cbdMD acquisition**[203](index=203&type=chunk)[204](index=204&type=chunk) - The **significant increase in operating expenses** is attributed to the **merger** and ramp-up of the **cbdMD brand**, including increased staff, marketing, commissions, and public company support costs[212](index=212&type=chunk)[216](index=216&type=chunk) - A **$30.9 million non-cash expense** was recorded due to the increase in the fair value of the **contingent liability** related to the merger, which was the primary driver of the **net loss**[223](index=223&type=chunk) Liquidity and Capital Resources Liquidity Position | Metric | March 31, 2019 ($) | September 30, 2018 ($) | | :--- | :--- | :--- | | Cash and cash equivalents | $4,639,587 | $4,282,553 | | Working capital | $12,272,931 | $10,820,192 | - The company had a **net use of cash from operations of $4.5 million** for the six months ended March 31, 2019, partly because it has historically accepted equity as compensation for services[230](index=230&type=chunk) - In October 2018, the company raised **$6.4 million in net proceeds** from a **follow-on public offering**, which is being used for brand development, expansion, and working capital[231](index=231&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) This section is not applicable as the company qualifies as a smaller reporting company - Not applicable for a smaller reporting company[238](index=238&type=chunk) [Controls and Procedures](index=50&type=section&id=ITEM%204.%20Controls%20and%20Procedures.) Management concluded disclosure controls were effective, and the company formalized a review process for new accounting standards to remediate a material weakness - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of March 31, 2019[239](index=239&type=chunk) - The company implemented **remediation changes** to its internal controls, formalizing a review process to ensure **timely adoption of new accounting standards**[240](index=240&type=chunk) [PART II - OTHER INFORMATION](index=51&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=51&type=section&id=ITEM%201.%20Legal%20Proceedings.) The company reported no legal proceedings during the period - None[241](index=241&type=chunk) [Risk Factors](index=51&type=section&id=ITEM%201A.%20Risk%20Factors.) The company highlights new and modified risk factors, primarily related to the Cure Based Development merger, including integration challenges, limited operating history, intense competition, evolving CBD regulations, and significant shareholder dilution - There are no assurances the company will **successfully integrate the Cure Based Development business**, which could disrupt operations and lead to unforeseen expenses[243](index=243&type=chunk)[245](index=245&type=chunk) - The acquired subsidiary, cbdMD LLC, has a **limited operating history**, making it difficult to evaluate its future performance and strategy[246](index=246&type=chunk) - The CBD market is **highly competitive** and expected to **intensify**, which could drive down prices and adversely affect operating results[248](index=248&type=chunk) - **Evolving laws and regulations** from the FDA and other authorities following the **Farm Bill** could increase compliance costs and require changes to the business plan[249](index=249&type=chunk)[251](index=251&type=chunk) - The issuance of **15,250,000 shares** (with a potential for 15,250,000 more) to former Cure Based Development members will **significantly dilute existing shareholders**, giving the new members **approximately 60% ownership**[253](index=253&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=53&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The company details the use of $6.3 million net proceeds from its October 2018 public offering and the issuance of 75,000 shares to investment banking firms for advisory services - In October 2018, the company raised approximately **$6.3 million in net proceeds** from a **follow-on public offering**, used for brand development, acquisitions, and working capital[254](index=254&type=chunk) - In January 2019, the company issued **50,000 shares to Maxim Group, LLC** and **25,000 shares to Joseph A. Gunnar & Co., LLC** for advisory and investment banking services[255](index=255&type=chunk)[256](index=256&type=chunk) [Defaults Upon Senior Securities](index=53&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities.) The company reported no defaults upon senior securities - None[257](index=257&type=chunk) [Mine Safety Disclosures](index=53&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures.) This section is not applicable to the company's operations - Not applicable to our company's operations[259](index=259&type=chunk) [Other Information](index=54&type=section&id=ITEM%205.%20Other%20Information) There is no information provided under this item [Exhibits](index=55&type=section&id=ITEM%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including merger agreements, corporate documents, and various service and employment agreements - Lists exhibits filed with the report, including the **Merger Agreement with Cure Based Development**, **employment agreements** for key executives, and **advisory agreements**[261](index=261&type=chunk)

Level Brands, Inc. (LEVB) Q1 2019 Earnings Conference Call February 15, 2019 9:00 AM ET Company Participants Mark Elliott – Chief Financial Officer and Chief Operating Officer Marty Sumichrast – Chairman and Chief Executive Officer Scott Coffman – Chief Executive Officer, cbdMD Conference Call Participants Ron Nash – Nash Partners Paul Cooney – Joseph Gunnar & Company Operator Good morning, and welcome to Level Brands First Quarter Fiscal 2019 Earnings Call and Update. Yesterday the company issued a press r ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 or LEVEL BRANDS, INC. (Exact Name of Registrant as Specified in its Charter) North Carolina 47-3414576 State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification No. 4521 Sharon Rd, suite 450, Charlotte, NC 28211 Address of Principal Executive Off ...