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SEC Comment Letter for cbdMD, Inc. (YCBD) (CIK 0001644903) (YCBD) — Feb 4, 2019

cbdMD, Inc. (YCBD) (CIK 0001644903)
Date: Feb. 4, 2019 · CIK: 0001644903 · Accession: 0000000000-19-000858

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File numbers found in text: 333-228773

Date
February 4, 2019
Author
Mark S. Elliott
Form
UPLOAD
Company
cbdMD, Inc. (YCBD) (CIK 0001644903)

Letter

February 4, 2019 Mark S. Elliott Chief Financial Officer and Chief Operating Officer Level Brands, Inc. 4521 Sharon Road, Suite 450 Charlotte, NC 28211 Re:Level Brands, Inc. Registration Statement on Form S-3 Filed December 13, 2018 File No. 333-228773 Dear Mr. Elliott: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-3 filed December 13, 2018 General 1.You filed a Form 8-K on December 20, 2018 indicating that you intend to file by amendment the required interim financial statements and pro forma financial information of Cure Based Development for the periods required pursuant to Rule 8-04(b) and Rule 8- 05 of Regulation S-X. We remind you that you are required to include or incorporate by reference this information before your registration statement is declared effective. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

FirstName LastNameMark S. Elliott Comapany NameLevel Brands, Inc. February 4, 2019 Page 2 FirstName LastName Mark S. Elliott Level Brands, Inc. February 4, 2019 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Jay Ingram, Legal Branch Chief, at (202) 551-3397 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing and Construction cc: Brian Pearlman

Show Raw Text
February 4, 2019
Mark S. Elliott
Chief Financial Officer and Chief Operating Officer
Level Brands, Inc.
4521 Sharon Road, Suite 450
Charlotte, NC 28211
Re:Level Brands, Inc.
Registration Statement on Form S-3
Filed December 13, 2018
File No. 333-228773
Dear Mr. Elliott:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed December 13, 2018
General
1.You filed a Form 8-K on December 20, 2018 indicating that you intend to file by
amendment the required interim financial statements and pro forma financial information
of Cure Based Development for the periods required pursuant to Rule 8-04(b) and Rule 8-
05 of Regulation S-X.  We remind you that you are required to include or incorporate by
reference this information before your registration statement is declared effective.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameMark S. Elliott
 Comapany NameLevel Brands, Inc.
 February 4, 2019 Page 2
 FirstName LastName
Mark S. Elliott
Level Brands, Inc.
February 4, 2019
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Jay Ingram, Legal
Branch Chief, at (202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Brian Pearlman