CV Sciences Files 8-K: Material Agreement & Equity Sales

TL;DR

CV Sciences filed an 8-K for a material agreement and equity sales. Keep an eye on this.

AI Summary

CV Sciences, Inc. announced on November 15, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided financial statements and exhibits. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates significant corporate activity, including a new definitive agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• CV Sciences, Inc. (company) — Registrant
• November 15, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• San Diego, California (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $400,000 — Company (i) will make a cash payment of $400,000 to the Sellers, less a $20,000 holdback
• $20,000 — ment of $400,000 to the Sellers, less a $20,000 holdback (the "Holdback Amount"), less
• $1,000,000 — stock with an aggregate value equal to $1,000,000 less certain assumed indebtedness, base
• $880,000 — he closing is greater than or less than $880,000. Additionally, the Company shall be ent
• $4,600,000 — f Extract Labs' Net Revenue is at least $4,600,000 in the relevant calculation period, the
• $300,000 — Earnout Amount for such period will be $300,000. If Extract Labs' Net Revenue is at l
• $4,300,000 b — f Extract Labs' Net Revenue is at least $4,300,000 but less than $4,600,000 in the relevant
• $200,000 — Earnout Amount for such period will be $200,000. If Extract Labs' Net Revenue is at l
• $4,000,000 b — f Extract Labs' Net Revenue is at least $4,000,000 but less than $4,300,000 in the relevant
• $4,300,000 — ue is at least $4,000,000 but less than $4,300,000 in the relevant calculation period, the
• $100,000 — Earnout Amount for such period will be $100,000. If Extract Labs' Net Revenue is at l
• $3,500,000 b — f Extract Labs' Net Revenue is at least $3,500,000 but less than $4,000,000 in the relevant
• $4,000,000 — ue is at least $3,500,000 but less than $4,000,000 in the relevant calculation period, the
• $50,000 — Earnout Amount for such period will be $50,000. If Extract Labs' Net Revenue is less
• $3,500,000 — Extract Labs' Net Revenue is less than $3,500,000 in the relevant calculation period, the

Filing Documents

• cvsi-20241115.htm (8-K) — 63KB
• cvsi-ex99_1.htm (EX-99.1) — 15KB
• 0000950170-24-129750.txt ( ) — 186KB
• cvsi-20241115.xsd (EX-101.SCH) — 22KB
• cvsi-20241115_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On November 15, 2024, CV Sciences, Inc. (the "Company") entered into a definitive Stock Purchase Agreement (the "Purchase Agreement") by and among the Company, Extract Labs, Inc., a Colorado corporation ("Extract Labs"), Craig Henderson ("Henderson"), and Higher Love Wellness Company, LLC ("HLWC" and together with Henderson, the "Sellers"), pursuant to which the Company will purchase all of the outstanding shares of Extract Labs from the Sellers (the "Acquisition"). Extract Labs is a leading manufacturer and distributor of premium cannabinoid products including gummies, topicals, and tinctures. The Acquisition is anticipated to close during the first quarter of 2025. Closing of the transaction is subject to customary conditions. In consideration for the Acquisition, at closing, the Company (i) will make a cash payment of $400,000 to the Sellers, less a $20,000 holdback (the "Holdback Amount"), less certain assumed indebtedness and less certain transaction expenses, subject to certain other adjustments provided for in the Purchase Agreement (the "Closing Payment"), and (ii) will issue to the Sellers a number of shares of the Company's common stock with an aggregate value equal to $1,000,000 less certain assumed indebtedness, based on the trailing 60 day volume weighted average price ("VWAP") of such common stock as of the trading day prior to the closing date (the "Closing Shares") . The Closing Payment will be subject to adjustment, upward or downward, to the extent Extract Labs' net working capital as of the closing is greater than or less than $880,000. Additionally, the Company shall be entitled to recover from the Sellers an amount equal to the unpaid balance of all accounts receivable that were included in the Extract Labs final working capital statement, to the extent they remain uncollected 90 days after the determination of the final working capital statement. In addition to the consideration payable

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 of this Current Report on Form 8-K (this "Current Report") regarding the issuance of the Closing Shares and the Earnout Amount is incorporated by reference into this Item 3.02. The issuance of the shares of the Company's common stock in connection with the Acquisition is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on exemptions from the registration requirements of the Securities Act in transactions not involved in a public offering pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On November 21, 2024, the Company issued a press release announcing the Acquisition. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information set forth under Item 7.01 of this Current Report on Form 8-K ("Current Report"), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Forward Looking Statements

Forward Looking Statements This Current Report, including Exhibit 99.1 attached hereto, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding the Purchase Agreement, the Acquisition, business strategy, and plans are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, projections, assumptions and estimates of the Company's future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as "may," "will," "would," "could," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," 2 "predict," "potential" or "continue" or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report are only predictions. These forward-looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 99.1 Press Release of CV Sciences, Inc. dated November 21, 2024 3

SIGNATURES

SIGNATURES 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 hereunto duly authorized. CV SCIENCES, INC. Date: November 21, 2024 By: /s/ Joseph Dowling Joseph Dowling Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR