CV Sciences (CVSI) sees sales drop and going-concern warning amid regulatory risks
CV Sciences, Inc. reported weaker results for the quarter and six months ended June 30, 2026. Net product sales were $2.99 million in Q2 2026, down 17.5% from $3.62 million, and $6.18 million for the first half, down 14.5%. The decline reflected lower unit volumes driven by restrictive state regulations, out-of-stock issues, and reduced third‑party contract manufacturing revenue, partially offset by contributions from newer products.
Gross margin remained roughly stable at 48.6% in Q2 (50.9% a year earlier). The company recorded a Q2 net loss of $0.78 million and a six‑month net loss of $1.42 million; Adjusted EBITDA was negative in both periods. Cash was only $0.27 million with a small working capital deficit and an accumulated deficit of $89.4 million, and management disclosed substantial doubt about the ability to continue as a going concern, expecting reliance on additional capital and continued cost reductions.
During 2026, a secured promissory note was amended into convertible notes, measured at fair value with a $1.02 million liability at June 30, and 28.9 million shares were issued on conversions in the first half, increasing shares outstanding to 213.1 million (225.8 million by August 11). New U.S. legislation (the 2026 Act) will limit hemp‑derived consumable products to 0.4 mg total THC per container; the company is assessing formulation and compliance changes and states this could materially adversely affect its business.
Positive
- None.
Negative
- Net product sales declined 17.5% year over year in Q2 2026 to $2.99 million, and 14.5% for the first half to $6.18 million, reflecting lower unit volumes and reduced contract manufacturing revenue.
- Management disclosed substantial doubt about the company’s ability to continue as a going concern, citing a $89.4 million accumulated deficit, minimal cash of $0.27 million, and dependence on new capital.
- New U.S. legislation will limit hemp‑derived consumable products to 0.4 mg total THC per container, which the company states could have a material adverse impact on its business, results of operations, and cash flows.
- A $1.02 million fair‑value convertible note liability and ongoing share conversions (28.9 million shares issued in the first half) add balance‑sheet pressure and dilution risk.
Key Figures
Key Terms
going concern financial
convertible notes financial
original issuance discount financial
fair value option financial
Adjusted EBITDA financial
variable interest entity financial
Earnings Snapshot
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did CVSI’s revenue perform in the quarter ended June 30, 2026?
What was CVSI’s profitability for the first half of 2026?
What is CVSI’s cash position and liquidity as of June 30, 2026?
How do CVSI’s convertible notes affect shareholders?
What regulatory changes could impact CVSI’s hemp products?
How are CVSI’s sales split between retail and e-commerce channels?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the quarterly period ended |
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Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the transition period from _________ to ________ |
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
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(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
None |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 11, 2026, the issuer had
CV SCIENCES, INC.
FORM 10-Q
TABLE OF CONTENTS
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PAGE |
PART I – FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (unaudited) |
1 |
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Condensed Consolidated Balance Sheets |
1 |
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Condensed Consolidated Statements of Operations |
2 |
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Condensed Consolidated Statements of Comprehensive Loss |
3 |
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Condensed Consolidated Statements of Stockholders’ Equity |
4 |
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Condensed Consolidated Statements of Cash Flows |
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Notes to Condensed Consolidated Financial Statements |
6 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
19 |
Item 3. |
Quantitative and Qualitative Disclosure About Market Risk |
28 |
Item 4. |
Controls and Procedures |
29 |
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PART II – OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
30 |
Item 1A. |
Risk Factors |
30 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
30 |
Item 3. |
Defaults Upon Senior Securities |
30 |
Item 4. |
Mine Safety Disclosure |
30 |
Item 5. |
Other Information |
30 |
Item 6. |
Exhibits |
31 |
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SIGNATURES |
33 |
i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
CV SCIENCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except per share data)
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June 30, |
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December 31, |
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Assets |
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Cash |
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Accounts receivable, net |
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Inventory |
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Prepaid expenses and other |
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Total current assets |
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Property and equipment, net |
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Right of use assets |
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Intangibles, net |
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Goodwill |
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Other assets |
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Total assets |
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Liabilities and stockholders' equity |
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Current liabilities: |
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Accounts payable |
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Accrued expenses |
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Current portion of operating lease liability |
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Convertible notes, at fair value |
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Current portion of long-term debt, net |
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Total current liabilities |
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Operating lease liability |
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Debt, net |
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Deferred tax liability |
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Total liabilities |
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Commitments and contingencies (Note 9) |
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Stockholders' equity |
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Preferred stock, par value $ |
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Common stock, par value $ |
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Additional paid-in capital |
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Accumulated deficit |
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Accumulated other comprehensive income |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements.
1
CV SCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
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Three Months Ended |
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Six Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Product sales, net |
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$ |
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Cost of goods sold |
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Gross profit |
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Operating expenses: |
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Research and development |
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Selling, general and administrative |
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Benefit from reversal of accrued payroll taxes (Note 11) |
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Total operating expenses |
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Operating loss |
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Other expense (income): |
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Gain on extinguishment of debt |
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Loss on debt conversions |
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Change in fair value of convertible notes |
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Interest expense, net |
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Total other expense: |
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Loss before income taxes |
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( |
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Income tax expense |
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Net loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted average common shares outstanding, basic and diluted |
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Net loss per common share, basic and diluted |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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See accompanying notes to the unaudited condensed consolidated financial statements.
2
CV SCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
(in thousands, except per share data)
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Three Months Ended |
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Six Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Net loss |
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$ |
( |
) |
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$ |
( |
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$ |
( |
) |
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$ |
( |
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Other comprehensive income (loss): |
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Foreign currency translation adjustment |
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( |
) |
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( |
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Total comprehensive loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
See accompanying notes to the unaudited condensed consolidated financial statements.
3
CV SCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(in thousands)
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Common Stock |
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Additional |
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Accumulated |
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Accumulated Other Comprehensive |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income (Loss) |
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Total |
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Balance at December 31, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Issuance of common stock from note conversion |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Balance at March 31, 2026 |
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( |
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Issuance of common stock from note conversion |
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— |
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— |
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||||
Stock-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Balance at June 30, 2026 |
|
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated Other Comprehensive |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income (Loss) |
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Total |
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Balance at December 31, 2024 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Vesting of common stock for services |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Balance at March 31, 2025 |
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( |
) |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Balance at June 30, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements.
4
CV SCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
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Six Months Ended June 30, |
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2026 |
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2025 |
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OPERATING ACTIVITIES |
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Net loss |
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$ |
( |
) |
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$ |
( |
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Adjustments to reconcile net loss to net cash flows provided by operating activities: |
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Depreciation and amortization |
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Stock-based compensation |
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Amortization of debt discount |
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Loss on debt conversion |
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Initial fair value of true-up convertible notes issued |
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Change in fair value of convertible notes |
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Gain on debt extinguishment |
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( |
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Amortization of right of use assets |
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Benefit from reversal of accrued payroll tax (Note 11) |
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( |
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Other |
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Change in operating assets and liabilities: |
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Accounts receivable, net |
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( |
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Inventory |
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Prepaid expenses and other |
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Accounts payable and accrued expenses |
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( |
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Operating lease liabilities |
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( |
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Net cash flows provided by operating activities |
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INVESTING ACTIVITIES |
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Purchases of property and equipment |
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( |
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Net cash flows used in investing activities |
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( |
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FINANCING ACTIVITIES |
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Proceeds from note payable |
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Debt issuance costs related to note payable |
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( |
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( |
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Repayment of note payable |
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( |
) |
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Repayment of unsecured debt |
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( |
) |
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( |
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Net cash flows provided by (used in) financing activities |
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( |
) |
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Effect of exchange rate changes on cash |
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( |
) |
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Net decrease in cash |
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( |
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Cash, beginning of period |
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|
||
Cash, end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental cash flow disclosure: |
|
|
|
|
|
|
||
Interest paid |
|
$ |
|
|
$ |
|
||
Income taxes paid |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental disclosures of non-cash transactions: |
|
|
|
|
|
|
||
Conversion of convertible notes |
|
$ |
( |
) |
|
$ |
|
|
Issuance of convertible notes |
|
$ |
|
|
$ |
|
||
Services paid with common stock |
|
$ |
|
|
$ |
|
||
Right of use asset financed by lease liabilities |
|
$ |
|
|
$ |
|
||
Original issuance discount for note payable |
|
$ |
|
|
$ |
( |
) |
|
See accompanying notes to the unaudited condensed consolidated financial statements.
5
CV SCIENCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Historical Information - CV Sciences, Inc. (the “Company”) was incorporated under the name Foreclosure Solutions, Inc. in the State of Texas on December 9, 2010. The Company subsequently changed its name to CannaVest Corp. (Texas) on January 29, 2013. On July 25, 2013, the Company merged with and into its wholly-owned Delaware subsidiary, CannaVest Corp (Delaware), to effectuate a change in the Company’s state of incorporation from Texas to Delaware. On January 4, 2016, the Company filed a Certificate of Amendment of Certificate of Incorporation reflecting its corporate name change to “CV Sciences, Inc.”, effective on January 5, 2016. In addition, on January 4, 2016, the Company amended its Bylaws to reflect its corporate name change to “CV Sciences, Inc.”
Description of Business - The Company develops, manufactures, markets and sells herbal supplements, hemp-based cannabidiol (“CBD”) and plant-based food products. The Company sells its products under tradenames, such as +PlusCBD™, +PlusCBD™Pet, +PlusHLTH™, and Cultured Foods™. The Company's products are sold in a variety of market sectors including nutraceutical, beauty care and specialty foods. In addition, subject to available capital, the Company is developing drug candidates which use CBD as a primary active ingredient.
On December 7, 2023, the Company acquired Cultured Foods Sp. z.o.o., a limited liability company organized under the laws of Poland (“Cultured Foods”). Cultured Foods is a European manufacturer and distributor of plant-based protein products. The Company's plant-based food products are sold under the Cultured Foods brand.
On May 13, 2024, the Company acquired Elevated Softgels LLC, a Delaware limited liability company (“Elevated Softgels”). Elevated Softgels is a manufacturer of encapsulated softgels and tinctures for the supplement and nutrition industry.
Basis of Presentation - The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the interim financial information includes all normal recurring adjustments necessary for a fair statement of the results for the interim periods. On December 7, 2023, the Company acquired Cultured Foods and on May 13, 2024, the Company acquired Elevated Softgels, both of which are now wholly owned subsidiaries of the Company. All intercompany accounts and transactions have been eliminated in consolidation. These condensed consolidated financial statements are unaudited and should be read in conjunction with the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 26, 2026. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.
Certain prior year period amounts have been reclassified for consistency with the current year presentation. These reclassifications had no impact on net sales, operating income (loss), net loss or net loss per common share.
Liquidity Considerations - U.S. GAAP requires management to assess a company's ability to continue as a going concern for a period of one year from the financial statement issuance date and to provide related note disclosure in certain circumstances. The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. The Company generated cash flows from operations of $
During the fourth quarter of 2025, the regulatory environment for hemp-derived cannabinoid products continued to evolve materially following the enactment of H.R. 537, the “Continuing Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans Affairs, and Extensions Act, 2026” (the “2026 Act”). The 2026 Act was signed into law on November 12, 2025, and its provisions relating to hemp-derived cannabinoid products are scheduled to take effect on November 12, 2026. Among other changes, the 2026 Act narrows the federal definition of hemp, by limiting hemp-derived consumable products to 0.4 mg of total tetrahydrocannabinol (“THC”), inclusive of THCA, per container. It remains uncertain whether these provisions will take effect as written, or instead be delayed, amended or replaced by subsequent congressional action. Products containing less than this amount may continue to be sold, but such products currently represent a small portion of the overall hemp-derived product market.
On August 8, 2026, the United States Senate approved continuing resolution H.R. 6500 (the “2027 CR”) which includes language that would delay most of the implementation of the regulatory changes applicable to hemp-derived cannabinoid products described in the 2026 Act from November 12, 2026, to December 11, 2026. This 29-day extension would provide Congress with additional time to work
6
CV SCIENCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
toward a longer-term solution. The 2027 CR must still be approved by the United States House of Representatives and signed by the President before it becomes law.
The Company is evaluating the potential impact of this legislation on its product portfolio, supply chain, and future operating results. The Company is in the process to assess and, if necessary, modify its product formulations, labeling, and related compliance measures in response to this legislation. While management cannot reasonably estimate the financial effect of this legislation at this time, it could have a material adverse impact on the Company's business, results of operations, and cash flows.
The Company's financial operating results and accumulated deficit, amongst other factors, raise substantial doubt about the Company's ability to continue as a going concern. The Company will continue to pursue the actions outlined above, as well as work towards increasing revenue and operating cash flows to meet its future liquidity requirements. However, there can be no assurance that the Company will be successful in any capital-raising efforts that it may undertake, and the failure of the Company to raise additional capital could adversely affect its future operations and viability.
Use of Estimates - The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results may differ from these estimates. Significant estimates include the valuation of intangible assets and goodwill, inputs for valuing equity awards, valuation of inventory and assumptions related to revenue recognition.
Fair Value Measurements - Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The carrying values of accounts receivable, other current assets, accounts payable, and certain accrued expenses as of June 30, 2026 and December 31, 2025, approximate their fair value due to the short-term nature of these items. The Company's debt balance also approximates fair value as of June 30, 2026 and December 31, 2025, as the interest rates on the debt approximates the rates available to the Company as of such dates. The accounting guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities.
Revenues - The majority of the Company's revenue contracts represent a single performance obligation related to the fulfillment of customer orders for the purchase of its products. Net sales reflect the transaction prices for these contracts based on the Company's selling list price, which is then reduced by estimated costs for trade promotional programs, consumer incentives, and allowances and discounts used to incentivize sales growth and build brand awareness. The Company recognizes revenue at the point in time that control of the ordered product is transferred to the customer, which is typically upon shipment to the customer or other customer-designated delivery point. The Company accrues for estimated sales returns by customers based on historical sales return results. The computation of the sales return and other allowances require that management makes certain estimates and assumptions that effect the timing and amounts of revenue and liabilities recorded. Shipping and handling fees charged to customers are included in product sales. Taxes collected from customers that are remitted to governmental agencies are accounted for on a net basis and not included as revenue.
The following represents product sales by retail (B2B) and e-commerce (B2C) channels for the three and six months ended June 30, 2026 and 2025:
7
CV SCIENCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|
|
Three months ended June 30, 2026 |
|
|
Three months ended June 30, 2025 |
|
||||||||||
|
|
Amount |
|
|
% of product |
|
|
Amount |
|
|
% of product |
|
||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||
Retail sales (B2B) |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
E-Commerce sales (B2C) |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Product sales, net |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
|
|
Six months ended June 30, 2026 |
|
|
Six months ended June 30, 2025 |
|
||||||||||
|
|
Amount |
|
|
% of product |
|
|
Amount |
|
|
% of product |
|
||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||
Retail sales (B2B) |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
E-Commerce sales (B2C) |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Product sales, net |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
Recent Accounting Pronouncements Not Yet Adopted
In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification (“ASC”). The amendments in ASU 2023-06 are expected to clarify or improve disclosure and presentation requirements of a variety of ASC Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the ASC with the SEC’s regulations. ASU 2023-06 has an unusual effective date and transition requirements since it is contingent on future SEC rule setting. If the SEC fails to enact required changes by June 30, 2027, this ASU is not effective for any entities. Early adoption is not permitted.
In November 2024, FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). Under ASU 2024-03, a public entity would be required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. Entities would also have to disclose other specific expenses, gains, or losses that are already required to be disclosed under GAAP in this same disclosure, a qualitative description of the amounts remaining that are not separately disaggregated quantitatively, and the total amount of selling expenses, as well as an entity’s definition of selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. ASU 2024-03 allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03, “Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity” (“ASU 2025-03”), which revises the guidance in ASC 805 on identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity (“VIE”). ASU 2025-03 is intended to improve comparability between business combinations that involve VIEs and those that do not. Under ASU 2025-03, a reporting entity involved in a business combination effected primarily by the exchange of equity interests must consider the factors in ASC 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer regardless of whether the legal acquiree is a VIE. More specifically, when considering those factors, the reporting entity can determine that a transaction in which the legal acquiree is a VIE represents a reverse acquisition (in which the legal acquirer is identified as the acquiree for accounting purposes). As a result, comparability is increased with business combinations in which the legal acquiree is a VIE. ASU 2025-03 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2025-03 must be applied prospectively to any business combination that occurs after the initial adoption date. The Company is currently evaluating the effects this adoption will have on its consolidated financial statements.
In May 2025 the FASB issued ASU 2025-04, “Clarifications to Share-Based Consideration Payable to a Customer” (“ASU 2025-04”), which clarifies the guidance on the accounting for share-based payment awards that are granted by an entity as consideration payable to its customer, with the intent to reduce diversity in practice and improve existing guidance by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer. ASU 2025-04 also clarifies that the guidance in Topic 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer “regardless of whether an award’s grant date has occurred.” ASU 2025-04 is effective for fiscal years beginning after December 15, 2026 with updates to be applied on a retrospective or modified retrospective basis. Early
8
CV SCIENCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
adoption is permitted. The Company is currently evaluating the effects this adoption will have on its consolidated financial statements.
Inventory
Inventory as of June 30, 2026 and December 31, 2025 was comprised of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Additions to the inventory provision for the three and six months ended June 30, 2026 and 2025 were not material.
Accrued expenses
Accrued expenses as of June 30, 2026 and December 31, 2025 were as follows (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
Accrued payroll expenses |
|
$ |
|
|
$ |
|
||
Accrued true-up obligation (Note 6) |
|
|
|
|
|
|
||
Other accrued liabilities |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Goodwill
The following table summarizes the changes in the carrying amounts of goodwill (in thousands):
|
|
Carrying |
|
|
Balance - December 31, 2025: |
|
$ |
|
|
Translation adjustment |
|
|
( |
) |
Balance - June 30, 2026: |
|
$ |
|
|
As of December 31, 2025, the Company performed its annual goodwill impairment analysis following the steps laid out in ASC 350-20-35-3C. The Company's annual impairment analysis included a qualitative assessment to determine if it was necessary to perform the quantitative impairment test. The Company determined that there were certain triggering events, including sales declines, macroeconomic headwinds, regulatory headwinds and liquidity concerns. However, the fair value of the reporting unit was higher than its carrying amount. As such, the Company did not record any goodwill impairment charge for the year ended December 31, 2025. These triggering events remained during the three and six months ended June 30, 2026. However, the fair value of the reporting unit was higher than its carrying amount. As such, the Company did
Intangible Assets
The following table summarizes the intangible assets and the related accumulated amortization (in thousands):
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Gross carrying amount |
|
$ |
|
|
$ |
|
||
Accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Translation adjustment |
|
|
|
|
|
|
||
Net carrying amount |
|
$ |
|
|
$ |
|
||
9
CV SCIENCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Changes in the carrying amounts of intangible assets are summarized below (in thousands):
|
|
Trade names |
|
|
Customer relationships |
|
|
Total |
|
|||
Balance - December 31, 2025: |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Translation adjustments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance - June 30, 2026: |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The Company did not incur costs to renew or extend the term of acquired intangible assets for the three and six months ended June 30, 2026 and 2025. The estimated amortization expense for the Company's intangible assets is not significant in any future individual fiscal year.
In October 2024, the Company entered into a new lease agreement for its manufacturing facility in Poland. The facility is approximately
In February 2025, the Company entered into a new lease agreement for its existing Elevated Softgels manufacturing facility. The facility is approximately
In May 2025, the Company entered into a new lease agreement for its existing main office facility. The lease is for the Company's operations, warehouse, sales, marketing and back office functions. The facility is approximately
The Company's operating leases are included in "Right of use assets" on the Company's June 30, 2026 and December 31, 2025 Condensed Consolidated Balance Sheets, and represents the Company's right to use the underlying assets for the lease term. The Company's obligation to make lease payments is included in "Operating lease liability - current" and "Operating lease liability" on the Company's June 30, 2026 and December 31, 2025 Condensed Consolidated Balance Sheets. Operating lease expense is recognized on a straight-line basis over the lease term. As of June 30, 2026, the Company had operating lease obligations and operating lease assets of $
Because the rate implicit in the leases is not readily determinable, the Company uses the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment.
|
|
June 30, 2026 |
|
|
Weighted-average remaining lease term (in months) |
|
|
|
|
Weighted-average discount rate |
|
|
% |
|
Maturities of lease liabilities as of June 30, 2026 were as follows (in thousands):
10
CV SCIENCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Year ending December 31, |
|
|
|
|
2026 (remaining six months) |
|
$ |
|
|
2027 |
|
|
|
|
|
|
|
|
|
Less imputed interest |
|
|
( |
) |
Total lease liabilities |
|
$ |
|
|
Current operating lease liabilities |
|
$ |
|
|
Non-current operating lease liabilities |
|
|
|
|
Total lease liabilities |
|
$ |
|
|
Debt as of June 30, 2026 and December 31, 2025 was as follows (in thousands):
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Note payable, net of discount and costs |
|
$ |
|
|
$ |
|
||
Insurance financing |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less: Current portion of debt |
|
|
( |
) |
|
|
( |
) |
Long-term portion of debt |
|
$ |
|
|
$ |
|
||
Note Payable
In February 2025, the Company entered into a securities purchase agreement with an institutional investor (the “Investor”), pursuant to which the Company issued and sold to the Investor a secured promissory note in the original principal amount of $
The Note was due and payable on
In September 2025, the Company entered into an agreement (the “Agreement”) with the Investor. The Agreement amended the Note among other things: (a) to provide for a new maturity date of
11
CV SCIENCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The Company can pay all or any portion of the outstanding balance earlier than it is due without penalty. In the event the Company repaid the Note in full on or before August 12, 2025, the Company would have received a $
No interest was to accrue on the Note unless and until an occurrence of an event of default, as defined in the Note. The Note provided for customary events of default (an “Event of Default”), including, among other things, the nonpayment when due of principal, interest, fees or other amounts, a representation or warranty proving to have been incorrect when made, failure to perform or observe covenants within a specified cure period, a cross-default to certain other indebtedness and material agreements of the Company, and the occurrence of a bankruptcy, insolvency or similar event affecting the Company. Upon the occurrence of certain significant Events of Default as specified in the Note, the Investor could have increased the outstanding balance of the Note by
In October 2025, the Company entered into a securities purchase agreement with the Investor, pursuant to which the Company issued and sold to the Investor a secured promissory note in the original principal amount of $
The New Note was due and payable on
In March 2026, the Company amended its existing promissory notes - see Note 6, Convertible Note, for a discussion of certain amendments to the Note and the New Note.
Streeterville Note
In July 2024, the Company entered into a note purchase agreement with Streeterville, pursuant to which the Company issued and sold to Streeterville a Secured Promissory Note (the “Streeterville Note”) in the original principal amount of $
No interest was to accrue on the Streeterville Note until an occurrence of an Event of Default, as defined in Section 4 of the Streeterville Note, if ever. The Streeterville Note provided for customary events of default, including, among other things, the event of nonpayment of principal, interest, fees or other amounts, a representation or warranty proving to have been incorrect when made, failure to perform or observe covenants within a specified period of time, a cross-default to certain other indebtedness of the Company, the bankruptcy or insolvency of the Company or any significant subsidiary, monetary judgment defaults of a specified amount and other defaults resulting in liability of a specified amount. In the event of an occurrence of an Event of Default by the Company, Streeterville could have declared all amounts owed under the Streeterville Note immediately due and payable. Also, a late fee and interest penalty of equal to either
12
CV SCIENCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The Company made principal payments to Streeterville of $
Insurance Financing
In October 2025, the Company entered into a financing agreement with First Insurance Funding (“First Insurance”) in order to fund a portion of its insurance policies for the current policy year. The amount financed was $
In October 2024, the Company entered into a financing agreement with First Insurance in order to fund a portion of its insurance policies for its prior policy year. The amount financed was $
On March 4, 2026, the Company and the Investor entered into an agreement to, among other things, amend and restate its existing promissory notes (collectively, the “Amended Notes”) - refer to Note 5. Debt, pursuant to which the outstanding balance of the Amended Notes may be converted into shares of common stock of the Company (the “Common Stock”) at a fixed conversion price of $
On April 9, 2026, the Company and the Investor entered into an agreement (the “April Amendment”) to amend the Amended Notes to implement a new fixed conversion price equal to $
During the three months ended June 30, 2026, the Company issued the Investor four Third Notes in the aggregate principal amount of $
The Company made an irrevocable election to measure the Amended Notes and Third Notes at fair value as it believes the fair value option provides a greater ability to estimate the outcome of future events as facts and circumstances change, particularly with respect to changes in the fair value of the common stock. As of June 30, 2026, the fair value of the Amended Notes and Third Notes was $
The fair value of the convertible notes was determined using a probability-weighted scenario analysis, which is considered a Level 3 valuation technique due to the use of significant unobservable inputs. The valuation incorporated various potential settlement and repayment scenarios and estimated the probability of each outcome occurring. Significant inputs utilized in the valuation included the estimated discount rate, expected repayment amount and timing, and the estimated remaining term of the convertible notes. Changes in these assumptions could have a material impact on the estimated fair value of the convertible notes.
The following table summarizes the change in fair value of the Company’s convertible notes recorded as Level 3 liabilities:
13
CV SCIENCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|
|
Amount |
|
|
Balance - January 1, 2026 |
|
$ |
|
|
Issuance of convertible notes at fair value |
|
|
|
|
Conversions |
|
|
( |
) |
Change in fair value |
|
|
|
|
Balance - March 31, 2026 |
|
|
|
|
Issuance of convertible notes at fair value |
|
|
|
|
Conversions |
|
|
( |
) |
Change in fair value |
|
|
|
|
Balance - June 30, 2026 |
|
$ |
|
|
During the three months ended June 30, 2026, the Investor converted amounts payable under such Amended Notes into an aggregate of
Subsequent to June 30, 2026, the Company issued the Investor a new Third Note in the aggregate principal amount of $
On June 1, 2023, the Company’s shareholders approved the adoption of a new 2023 Equity Incentive Plan (the “2023 Plan”), and the Company adopted the 2023 Plan. As a result, the CV Sciences, Inc. Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan") terminated and was replaced by the 2023 Plan; future issuances of incentive instruments will be made under and governed by the 2023 Plan. Outstanding awards issued under the 2013 Plan will remain subject to the terms and conditions of the 2013 Plan, provided that to the extent that outstanding awards under the 2013 Plan are forfeited or lapse unexercised, the shares of common stock subject to such awards will no longer be available for future issuance under the 2013 Plan or any other equity incentive plan of the Company.
The 2023 Plan has a term of
As of June 30, 2026, total unrecognized compensation cost related to non-vested stock-based compensation arrangements was $
14
CV SCIENCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The following summarizes activity related to the Company's stock options (in thousands, except per share data):
|
|
Number of Shares |
|
|
Weighted Average |
|
|
Weighted Average |
|
|
Aggregate Intrinsic Value |
|
||||
Outstanding - December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Exercised |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Cancelled |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Outstanding - June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercisable - June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested or expected to vest - June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
The Company has established performance milestones in connection with drug development efforts for its lead drug candidate CVSI-007. As of June 30, 2026, there were
The following table presents the weighted average grant date fair value of stock options granted and the weighted-average assumptions used to estimate the fair value on the date of grant using the Black-Scholes valuation model:
|
|
Six months ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Volatility |
|
|
% |
|
|
% |
||
Risk-Free Interest Rate |
|
|
% |
|
|
% |
||
Expected Term (in years) |
|
|
|
|
|
|
||
Dividend Rate |
|
|
% |
|
|
% |
||
Weighted Average Fair Value Per Share on Grant Date |
|
$ |
|
|
$ |
|
||
The Company did
The risk-free interest rates are based on the implied yield available on U.S. Treasury constant maturities with remaining terms equivalent to the respective expected terms of the options. Expected volatility is based on the historical volatility of the Company's common stock. The Company estimates the expected term for stock options awarded to employees, officers and directors using the simplified method in accordance with ASC Topic 718, Stock Compensation, because the Company does not have sufficient relevant historical information to develop reasonable expectations about future exercise patterns. In the future, as the Company gains historical data for the actual term over which stock options are held, the expected term may change, which could substantially change the grant-date fair value of future stock option awards, and, consequently, compensation of future grants.
The Company computes basic net loss per share using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares plus potential common shares. The Company's stock options, including those with performance conditions, are included in the calculation of diluted net loss per share using the treasury stock method when their effect is dilutive. Potential common shares are excluded from the calculation of diluted net loss per share when their effect is anti-dilutive.
The following common stock equivalents were not included in the calculation of net loss per diluted share because their effect were anti-dilutive (in thousands):
15
CV SCIENCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Convertible notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
On December 3, 2019, Michelene Colette and Leticia Shaw filed a putative class action complaint in the Central District of California, alleging the labeling on the Company’s products violated the Food, Drug, and Cosmetic Act of 1938 (the “Colette Complaint”). On February 6, 2020, the Company filed a motion to dismiss the Colette Complaint. Instead of opposing the Company's motion, plaintiffs elected to file an amended complaint on February 25, 2020. On March 10, 2020, the Company filed a motion to dismiss the amended complaint. The court issued a ruling on May 22, 2020 that stayed this proceeding in its entirety and dismissed part of the amended complaint. The court's order stated that the portion of the proceeding that is stayed will remain stayed until the U.S. Food and Drug Administration (the "FDA") completes its rulemaking regarding the marketing, including labelling, of CBD ingestible products. However, on January 26, 2023, the FDA announced that it does not intend to pursue rulemaking allowing the use of cannabidiol products in dietary supplements or conventional foods. As a result, on February 13, 2023, Plaintiffs filed a status report with the court asking to have the stay lifted. The Company filed a written opposition. The court has taken no action since Plaintiffs filed that status report, and the case remains stayed pursuant to the court's original order.
On February 12, 2025, the Company initiated an arbitration with JAMS asserting claims against its long-time legal counsel, Procopio. The Company’s engagement agreement with Procopio requires the resolution of such disputes through arbitration. Procopio provided the Company legal advice and guidance on when Mona would recognize W-2 income and be subject to payroll and income tax withholding resulting from the settlement of RSU's previously awarded to Mona. According to Procopio, because Mona was then an insider within the meaning of Section 16(b) of the Securities Exchange Act of 1934 and he was subject to suit and disgorgement of short-swing profits if he sells stock within six months of the settlement date of the RSU's, Mona does not recognize W-2 income on the settlement date and that Mona would recognize W-2 income and be subject to tax withholding upon the expiration of the six month period under Section 16(b). Consequently, the Company issued to Mona a share certificate evidencing his ownership of shares of the Company’s stock then valued at more than $
In the normal course of business, the Company is a party to a variety of agreements pursuant to which they may be obligated to indemnify the other party. It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of our obligations, and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these types of agreements have not had a material effect on our business, results of operations or financial condition.
For the three and six months ended June 30, 2026 and 2025, the Company generated taxable losses for which
16
CV SCIENCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
During the year ended December 31, 2019, the Company's former President and Chief Executive Officer, Mona, and the Company entered into a Settlement Agreement (the “Settlement Agreement”), pursuant to which the Company acknowledged that Mona’s resignation from the Company on January 22, 2019 was for Good Reason (as defined in Mona’s Employment Agreement) and agreed to extend the deadline for Mona’s exercise of his stock options for a period of
In addition,
The Company believes that the statute of limitations for federal payroll tax withholding expired on April 15, 2023. In addition, the statute of limitations for the state tax withholding expired during the three months ended March 31, 2023. As a result of the expiration of the relevant statutes of limitations, the Company believes that neither the IRS nor the State of California have the rights to assess and collect the $
The Company believes that the statute of limitations for employer and employee Medicare portion of FICA taxes expired on April 15, 2025. As a result of the expiration of the relevant statutes of limitations, the Company believes that the IRS does not have the rights to assess and collect the $
17
CV SCIENCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The Company defines its segments on the basis of the way in which internally reported financial information is regularly reviewed by the Chief Operating Decision Maker (“CODM”) to analyze financial performance, make decisions, and allocate resources. The Company's CODM is the Chief Executive Officer. The Company manages its operations as a single operating and reportable segment, which is the production and sale of nutraceuticals and plant-based foods. As internal reporting is based on the consolidated results, the Company has identified
The Company's reportable segment product sales, net and net loss for the three and six months ended June 30, 2026 and 2025 consisted of the following (in thousands):
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Product sales, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of goods sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketing expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit from reversal of accrued payroll taxes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other expense (income): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain on extinguishment of debt |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Loss on debt conversions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in fair value of convertible notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total other expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss before income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
When we use the terms “CV Sciences,” “Company,” “we,” “our” and “us,” we mean CV Sciences, Inc., a Delaware corporation, taken as a whole, as well as any predecessor entities, unless the context otherwise indicates.
The following discussion of our financial condition and results of operations for the three and six months ended June 30, 2026 and 2025, respectively, should be read in conjunction with our condensed consolidated financial statements and the notes to those statements that are included elsewhere in this Quarterly Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
OVERVIEW
We are a consumer wellness company specializing in hemp extracts and other proven, science-backed, natural ingredients and products, which are sold through a range of sales channels from B2B to B2C.
Our +PlusCBD™ branded products are sold at select retail locations throughout the U.S. and are the top-selling brands of hemp extracts in the natural products market, according to SPINS, the leading provider of syndicated data and insights for the natural, organic and specialty products industry. We follow all guidelines for good manufacturing practices ("GMP") and our products are processed, produced, and tested throughout the manufacturing process to confirm strict compliance with company and regulatory standards and specifications. With a commitment to science, +PlusCBD™ product benefits in healthy people are supported by human clinical research data, in addition to three published clinical case studies available on PubMed.gov. +PlusCBD™ was the first hemp extract supplement brand to invest in the scientific evidence necessary to receive self-affirmed "generally recognized as safe" (“GRAS”) status.
In addition, on December 7, 2023, we entered into a Membership Interest Purchase Agreement, pursuant to which we purchased all of the outstanding equity interests in Cultured Foods Sp. z.o.o., resulting in Cultured Foods becoming a wholly owned subsidiary of the Company. Cultured Foods is a leading European manufacturer and distributor of plant-based protein products.
In May 2024, we acquired all outstanding membership interests of Elevated Softgels, LLC, a Delaware limited liability company, for a total purchase price of up to $1.0 million. Elevated Softgels is a leading manufacturer of encapsulated softgels and tinctures for the supplement and nutrition industry, based in Colorado.
In August 2024, we engaged Maxim Group LLC (“Maxim”) as a non-exclusive financial advisor and investment banker to provide strategic financial advisory and investment banking services. With the help of Maxim, the Company intends to continue to build an efficient and cost effective consumer products platform and continue to evaluate inbound and outbound merger, sale, acquisition or other opportunities for the Company.
We also have a drug development program focused on developing and commercializing CBD-based novel therapeutics, subject to available capital.
Our primary offices and facilities are located in San Diego, California; Grand Junction, Colorado; and Warsaw, Poland.
Our common stock is traded on the OTC:QB market under the trading symbol CVSI.
Results of Operations
Revenues and gross profit
|
|
Three months ended |
|
|
Change |
|
|
Six months ended |
|
|
Change |
|
||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Amount |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
Amount |
|
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||||||||||||||||||
Product sales, net |
|
$ |
2,985 |
|
|
$ |
3,620 |
|
|
$ |
(635 |
) |
|
|
(17.5 |
)% |
|
$ |
6,180 |
|
|
$ |
7,226 |
|
|
$ |
(1,046 |
) |
|
|
(14.5 |
)% |
Cost of goods sold |
|
|
1,535 |
|
|
|
1,776 |
|
|
|
(241 |
) |
|
|
(13.6 |
)% |
|
|
3,168 |
|
|
|
3,724 |
|
|
|
(556 |
) |
|
|
(14.9 |
)% |
Gross profit |
|
$ |
1,450 |
|
|
$ |
1,844 |
|
|
$ |
(394 |
) |
|
|
(21.4 |
)% |
|
$ |
3,012 |
|
|
$ |
3,502 |
|
|
$ |
(490 |
) |
|
|
(14.0 |
)% |
Gross margin |
|
|
48.6 |
% |
|
|
50.9 |
% |
|
|
|
|
|
|
|
|
48.7 |
% |
|
|
48.5 |
% |
|
|
|
|
|
|
||||
19
Second Quarter 2026 vs. 2025
|
|
Three months ended |
|
|
Three months ended |
|
||||||||||
|
|
Amount |
|
|
% of product |
|
|
Amount |
|
|
% of product |
|
||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||
Retail sales (B2B) |
|
$ |
1,605 |
|
|
|
53.8 |
% |
|
$ |
2,114 |
|
|
|
58.4 |
% |
E-commerce sales (B2C) |
|
|
1,380 |
|
|
|
46.2 |
% |
|
|
1,506 |
|
|
|
41.6 |
% |
Product sales, net |
|
$ |
2,985 |
|
|
|
100.0 |
% |
|
$ |
3,620 |
|
|
|
100.0 |
% |
We had net product sales of $3.0 million and gross profit of $1.5 million, representing a gross margin of 48.6%, in the second quarter of 2026, compared to net product sales of $3.6 million and gross profit of $1.8 million, representing a gross margin of 50.9%, in the second quarter of 2025. Net product sales decreased in the second quarter of 2026 when compared to the second quarter 2025 driven by lower sales volume due to restrictive regulation in certain states. The total number of units sold during the second quarter 2026 decreased by 14.9% compared to the second quarter 2025. Average sales price per unit also decreased by 1.9% compared to the same period 2025. In addition, our net sales declined due to lower third-party contract manufacturing (“CMO”) revenue in the second quarter of 2026 compared to the same period in 2025.
44.3% of our net revenue for the second quarter 2026 was from new products launched since January 1, 2023. During this time, we launched 52 new products. The overall market continues to be fragmented and highly competitive, which we believe is largely due to the lack of a clear regulatory framework and a patchwork of state regulation.
Cost of goods sold consists primarily of raw materials, packaging, manufacturing overhead (including payroll, employee benefits, stock-based compensation, facilities, depreciation, supplies and quality assurance costs), merchant card fees and shipping. We were able to reduce our cost of goods sold in the second quarter of 2026 compared to the second quarter of 2025 by $0.2 million, or 13.6%. The reduction is mostly due to the lower number of units sold in the second quarter of 2026. In addition, cost of goods sold in the second quarter of 2026 increased as a percentage of revenue compared to the second quarter of 2025, mostly due higher freight, product mix, and higher cost of goods sold for Elevated Softgels and Cultured Foods in the second quarter of 2026 compared to the prior year period, partially offset by lower product cost. Our gross profit in the second quarter 2026 declined by $0.4 million, or 21.4% from the second quarter of 2025. Our gross margin declined from 50.9% in the second quarter 2025 to 48.6% in the second quarter of 2026. The decline in our gross margin is primarily due to higher freight, product and channel mix, and higher cost of goods sold for Elevated Softgels and Cultured Foods, partially offset by lower product cost.
First six months 2026 vs. 2025
|
|
Six months ended |
|
|
Six months ended |
|
||||||||||
|
|
Amount |
|
|
% of product |
|
|
Amount |
|
|
% of product |
|
||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||
Retail sales (B2B) |
|
$ |
3,395 |
|
|
|
54.9 |
% |
|
$ |
4,105 |
|
|
|
56.8 |
% |
E-commerce sales (B2C) |
|
|
2,785 |
|
|
|
45.1 |
% |
|
|
3,121 |
|
|
|
43.2 |
% |
Product sales, net |
|
$ |
6,180 |
|
|
|
100.0 |
% |
|
$ |
7,226 |
|
|
|
100.0 |
% |
We had net product sales of $6.2 million and gross profit of $3.0 million, representing a gross margin of 48.7%, in the six months ended June 30, 2026, compared to net product sales of $7.2 million and gross profit of $3.5 million, representing a gross margin of 48.5%, in the six months ended June 30, 2025. Our net product sales decreased in the six months ended June 30, 2026 when compared to the six months ended June 30, 2025 mostly due to lower sales volume. Our sales volume declined due to the impact of restrictive state regulations and most recently due to out-of-stock issues for some of our key products. The total number of units sold during the six months ended June 30, 2026 decreased by 13.5% compared to the six months ended June 30, 2025. Average sales price per unit for the six months ended June 30, 2026 decreased by 0.5% compared to the same period in 2025. In addition, our net sales declined due to lower third-party CMO revenue in the six months ended June 30, 2026 compared to the same period in 2025.
43.5% of our net revenue for the six month ended June 30, 2026 was from new products launched since January 1, 2023. During this time, we launched 52 new products. The overall market continues to be fragmented and highly competitive, which we believe is largely due to the lack of a clear regulatory framework and a patchwork of state regulation.
20
Cost of goods sold consists primarily of raw materials, packaging, manufacturing overhead (including payroll, employee benefits, stock-based compensation, facilities, depreciation, supplies and quality assurance costs), merchant card fees and shipping. We were able to reduce our cost of goods sold in the six months ended June 30, 2026 compared to the six months ended June 30, 2025 by $0.6 million, or 14.9%. The reduction is mostly due to the lower number of units sold in the six months ended June 30, 2026. In addition, cost of goods sold in the six months ended June 30, 2026 decreased as a percentage of revenue compared to the six months ended June 30, 2025, mostly due to lower inventory losses and product savings, partially offset by higher freight and cost of goods sold for Elevated Softgels and Cultured Foods in the six months ended June 30, 2026 compared to the prior year period. Our gross profit declined to $3.0 million in the six months ended June 30, 2026 from $3.5 million in the six months ended June 30, 2025. Our gross margin improved from 48.5% in the six months ended June 30, 2025 to 48.7% in the six months ended June 30, 2026. The improvement in our gross margin is primarily due to lower inventory losses and product cost savings, partially offset by higher freight and cost of goods sold for Elevated Softgels and Cultured Foods.
Research and development expense
|
|
Three months ended |
|
|
Change |
|
|
Six months ended |
|
|
Change |
|
||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Amount |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
Amount |
|
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||||||||||||||||||
Research and development expense |
|
$ |
18 |
|
|
$ |
50 |
|
|
$ |
(32 |
) |
|
|
(64 |
)% |
|
$ |
36 |
|
|
$ |
80 |
|
|
$ |
(44 |
) |
|
|
(55 |
)% |
Percentage of product sales, net |
|
|
0.6 |
% |
|
|
1.4 |
% |
|
|
|
|
|
|
|
|
0.6 |
% |
|
|
1.1 |
% |
|
|
|
|
|
|
||||
Second Quarter 2026 vs. 2025
Research and development (“R&D”) expense for the second quarter 2026 decreased slightly compared to the same period in 2025 due to lower new product development activity.
First six months 2026 vs. 2025
R&D expense decreased due to lower new product development activity.
Selling, general and administrative expense
|
|
Three months ended |
|
|
Change |
|
|
Six months ended |
|
|
Change |
|
||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Amount |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
Amount |
|
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||||||||||||||||||
Sales expense |
|
$ |
644 |
|
|
$ |
718 |
|
|
$ |
(74 |
) |
|
|
(10 |
)% |
|
$ |
1,317 |
|
|
$ |
1,449 |
|
|
$ |
(132 |
) |
|
|
(9 |
)% |
Marketing expense |
|
|
381 |
|
|
|
371 |
|
|
|
10 |
|
|
|
3 |
% |
|
|
782 |
|
|
|
819 |
|
|
|
(37 |
) |
|
|
(5 |
)% |
General & administrative expense |
|
|
708 |
|
|
|
836 |
|
|
|
(128 |
) |
|
|
(15 |
)% |
|
|
1,496 |
|
|
|
1,796 |
|
|
|
(300 |
) |
|
|
(17 |
)% |
Selling, general and administrative |
|
$ |
1,733 |
|
|
$ |
1,925 |
|
|
$ |
(192 |
) |
|
|
(10 |
)% |
|
$ |
3,595 |
|
|
$ |
4,064 |
|
|
$ |
(469 |
) |
|
|
(12 |
)% |
Percentage of product sales, net |
|
|
58.1 |
% |
|
|
53.2 |
% |
|
|
|
|
|
|
|
|
58.2 |
% |
|
|
56.2 |
% |
|
|
|
|
|
|
||||
Second Quarter 2026 vs. 2025
Selling, general and administrative (“SG&A”) expense decreased to $1.7 million in the second quarter of 2026 compared to $1.9 million in the second quarter of 2025, which was primarily a result of the following:
21
First six months 2026 vs. 2025
SG&A expense decreased to $3.6 million in the six months ended June 30, 2026 compared to $4.1 million in the six months ended June 30, 2025, which was primarily a result of the following:
Benefit from reversal of accrued payroll taxes
We previously recorded a contingent liability for payroll taxes associated with the RSU release to our founder. On April 15, 2025, the statute of limitations for employer and employee Medicare portion of FICA taxes expired. As a result of the expiration of the relevant statutes of limitations, the IRS does not have the rights to assess and collect the $0.5 million of employer and employee Medicare portion of FICA taxes from the Company and we have made a change in accounting estimate and no longer expect to incur a loss with respect to this matter. As a result, we derecognized the contingent liability of $0.5 million during the six months ended June 30, 2025. For more information, please see Note 11, Related Parties, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Other expense, net
Other expense consists of interest expense, net, gain on debt extinguishment, loss on conversion and change in fair value of convertible notes. Interest expense, net consists of interest expense and interest income. Interest expense was mostly related to the amortization of debt discount and debt issuance costs for the note payable with an institutional investor prior to its amendment to a convertible note. Gain on debt extinguishment relates to the recognized gain notes payable modification in 2026 and the refinancing of the Streeterville note payable in 2025. During the three and six months ended June 30, 2026, we recognized a loss on conversion related to the true-up feature in our convertible notes. In addition, we made an irrevocable election to measure the convertible notes at fair value. Any changes in fair value are recorded as change in fair value of convertible notes.
Non-GAAP Financial Measures
We use Adjusted EBITDA internally to evaluate our performance and make financial and operational decisions that are presented in a manner that adjusts from their equivalent GAAP measures or that supplement the information provided by our GAAP measures. Adjusted EBITDA is defined by us as EBITDA (net loss plus depreciation, amortization, interest and income tax expense), further adjusted to exclude certain non-cash expenses and other adjustments as set forth below. We use Adjusted EBITDA because we believe it also highlights trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures, since Adjusted EBITDA eliminates from our results specific financial items that have less bearing on our core operating performance.
We use Adjusted EBITDA in communicating certain aspects of our results and performance, including in this Quarterly Report on Form 10-Q, and believe that Adjusted EBITDA, when viewed in conjunction with our GAAP results and the accompanying reconciliation, can provide investors with greater transparency and a greater understanding of factors affecting our financial condition and results of operations than GAAP measures alone. In addition, we believe the presentation of Adjusted EBITDA is useful to investors in making period-to-period comparison of results because the adjustments to GAAP are not reflective of our core business performance.
Adjusted EBITDA is not presented in accordance with, or as an alternative to, GAAP financial measures and may be different from non-GAAP measures used by other companies. We encourage investors to review the GAAP financial measures included in this Quarterly Report on Form 10-Q, including our condensed financial statements, to aid in their analysis and understanding of our performance and in making comparisons.
22
A reconciliation from our net loss to Adjusted EBITDA, a non-GAAP measure, for the three and six months ended June 30, 2026 and 2025 is detailed below:
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Net loss |
|
$ |
(775 |
) |
|
$ |
(261 |
) |
|
$ |
(1,418 |
) |
|
$ |
(370 |
) |
Depreciation expense |
|
|
16 |
|
|
|
52 |
|
|
|
32 |
|
|
|
128 |
|
Amortization expense |
|
|
5 |
|
|
|
6 |
|
|
|
12 |
|
|
|
12 |
|
Interest expense, net |
|
|
1 |
|
|
|
130 |
|
|
|
94 |
|
|
|
281 |
|
Income tax expense |
|
|
5 |
|
|
|
— |
|
|
|
5 |
|
|
|
7 |
|
EBITDA |
|
|
(748 |
) |
|
|
(73 |
) |
|
|
(1,275 |
) |
|
|
58 |
|
Stock-based compensation (1) |
|
|
148 |
|
|
|
132 |
|
|
|
296 |
|
|
|
250 |
|
Loss on debt conversions (2) |
|
|
104 |
|
|
|
— |
|
|
|
249 |
|
|
|
— |
|
Change in fair value of convertible notes (3) |
|
|
364 |
|
|
|
— |
|
|
|
471 |
|
|
|
— |
|
Gain on extinguishment of debt (4) |
|
|
— |
|
|
|
— |
|
|
|
(20 |
) |
|
|
(38 |
) |
Benefit for reversal of accrued payroll tax (5) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(522 |
) |
Adjusted EBITDA |
|
$ |
(132 |
) |
|
$ |
59 |
|
|
$ |
(279 |
) |
|
$ |
(252 |
) |
Liquidity and Capital Resources
During the six months ended June 30, 2026 and the year ended December 31, 2025, our primary sources of capital came from (i) cash generated from our operations, (ii) existing cash, and (iii) proceeds from note payable financings. As of June 30, 2026, we had approximately $0.3 million of cash and working capital deficit of approximately $64,000.
For the six months ended June 30, 2026, the Company generated cash flows from operations of $0.1 million. However, the Company generated negative cash flows from operations for the last several years, and had an accumulated deficit of $89.4 million as of June 30, 2026.
We believe that a combination of factors have adversely impacted our business operations for the six months ended June 30, 2026 and the year ended December 31, 2025. Due to a low barrier entry market with a lack of a clear regulatory framework, we face intense competition from both licensed and illicit market operators that may also sell herbal supplements and hemp-based CBD consumer products. Because we operate in a market that is rapidly evolving and expanding globally, our customers may choose to obtain CBD products from our competitors, and our success depends on our ability to attract and retain our customers from purchasing CBD products elsewhere. To remain competitive, we intend to continue to innovate new products, build brand awareness, and make significant investments in our business strategy by introducing new products into the markets in which we operate, adopt quality assurance protocols and procedures, build our market presence, and undertake further research and development. In addition, we intend to make additional acquisitions to further diversify our product offerings.
During the fourth quarter of 2025, the regulatory environment for hemp-derived cannabinoid products continued to evolve materially following the enactment of H.R. 537, the “Continuing Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans Affairs, and Extensions Act, 2026” (the “2026 Act”). The 2026 Act was signed into law on November 12, 2025, and its provisions relating to hemp-derived cannabinoid products are scheduled to take effect on November 12, 2026. Among other changes, the 2026 Act narrows the federal definition of hemp, by limiting hemp-derived consumable products to 0.4 mg of total THC, inclusive
23
of THCA, per container. It remains uncertain whether these provisions will take effect as written, or instead be delayed, amended or replaced by subsequent congressional action. Products containing less than this amount may continue to be sold, but such products currently represent a small portion of the overall hemp-derived product market.
On August 8, 2026, the United States Senate approved continuing resolution H.R. 6500 (the “2027 CR”) which includes language that would delay most of the implementation of the regulatory changes applicable to hemp-derived cannabinoid products described in the 2026 Act from November 12, 2026, to December 11, 2026. This 29-day extension would provide Congress with additional time to work toward a longer-term solution. The 2027 CR must still be approved by the United States House of Representatives and signed by the President before it becomes law.
The Company is evaluating the potential impact of this legislation on its product portfolio, supply chain, and future operating results. The Company is in the process to assess and, if necessary, modify its product formulations, labeling, and related compliance measures in response to this legislation. While management cannot reasonably estimate the financial effect of this legislation at this time, it could have a material adverse impact on the Company's business, results of operations, and cash flows.
Management implemented, and continues to make and implement, strategic cost reductions, including reductions in employee headcount, vendor spending, and the delaying of certain expenses related to our drug development activities. To the extent that we feel it is necessary and in the best interest of the Company and our shareholders, we may also take further actions that alter our operations in order to ensure the success of our business.
Note Payable
In February 2025, we entered into a securities purchase agreement with an institutional investor (the “Investor”), pursuant to which we issued and sold to the Investor a secured promissory note in the original principal amount of $1,600,000 (the “Note”). The Note carried an original issuance discount of $400,000 and the Company agreed to pay $10,000 to the Investor to cover legal fees. The Company incurred additional legal and professional fees of $72,424. The original issuance discount was deducted from the proceeds of the Note received by the Company which resulted in a purchase price received by the Company of $1,200,000.
The Note was due and payable on August 12, 2026 and we were required to make monthly repayments to the Investor of $106,667 starting on June 12, 2025.
In September 2025, we entered into an agreement (the “Agreement”) with the Investor. The Agreement amended the Note among other things: (a) to provide for a new maturity date of February 12, 2027, (b) to provide that the monthly redemption amount consists of (i) $106,667 of the outstanding principal amount of the Note on each of the first 3 monthly redemption dates, (ii) $0 of the outstanding principal amount of the Note on each of the next 6 monthly redemption dates, and (iii) $106,667 of the outstanding principal amount of the Note on each of the subsequent 12 monthly redemption dates, and (c) to provide the Investor $150,000 in cash.
We were able to pay all or any portion of the outstanding balance earlier than it is due without penalty. In the event we would have repaid the Note in full on or before August 12, 2025, we would have received a $100,000 discount from the outstanding balance. The Note was secured by all of the Company's assets pursuant to a security agreement and intellectual property security agreement entered into with the Investor on February 12, 2025. The Company's obligations under the Note were guaranteed by each of the Company's subsidiaries.
No interest was to accrue on the Note unless and until an occurrence of an event of default, as defined in the Note. The Note provided for customary events of default (an “Event of Default”), including, among other things, the nonpayment when due of principal, interest, fees or other amounts, a representation or warranty proving to have been incorrect when made, failure to perform or observe covenants within a specified cure period, a cross-default to certain other indebtedness and material agreements of the Company, and the occurrence of a bankruptcy, insolvency or similar event affecting the Company. Upon the occurrence of certain significant Events of Default as specified in the Note, the Investor could have increased the outstanding balance of the Note by 20%, and upon the occurrence of certain Events of Default, the Investor could have increased the outstanding balance of the Note by 5%. Upon the occurrence of an Event of Default, the Investor could have declared all amounts owed under the Note immediately due and payable. In addition, upon the occurrence of an Event of Default, interest were to begin accruing on the outstanding balance of the Note from the date of the Event of Default equal to the lesser of 18% per annum and the maximum rate allowable under law.
In October 2025, we entered into a securities purchase agreement with the Investor, pursuant to which we issued and sold to the Investor a secured promissory note in the original principal amount of $600,000 (the “New Note”). The New Note carried an original issuance discount of $150,000 and we paid $13,125 to the Investor to cover legal and other fees. The original issuance discount for the New Note and modification fees related to the Note were deducted from the proceeds of the New Note received by the Company which resulted in a purchase price received by us of $300,000.
24
The New Note was due and payable on April 6, 2027 and we were required to make monthly repayments to the Investor of $46,154 starting on April 6, 2026. We were able to pay all or any portion of the outstanding balance earlier than it is due without penalty. In the event we would have repaid the New Note in full on or before April 6, 2026, we would have received an 8% discount from the outstanding balance. The New Note was secured by all of the Company's assets pursuant to a security agreement and intellectual property security agreement entered into with the Investor in October 2025. The Company's obligations under the New Note were guaranteed by each of the Company's subsidiaries. No interest was to accrue on the New Note unless and until an occurrence of an event of default, as defined in the New Note.
Convertible Note Payable
On March 4, 2026, the Company and the Investor entered into an agreement to, among other things, amend and restate its existing promissory notes (collectively, the “Amended Notes”) - refer to Note 5. Debt, pursuant to which the outstanding balance of the Amended Notes maybe converted into shares of common stock of the Company (the “Common Stock”) at a fixed conversion price of $0.06 per share. The outstanding principal amounts of the Amended Notes were also increased by 20%. After such adjustment, the Amended Notes have an aggregate outstanding principal amount of $2,256,000. The amendment also provides if, after the sale of the conversion shares received upon a conversion, the Investor receives net proceeds (net of brokerage, legal opinion fees, and transfer agent fees) of less than 100% of the principal amount of the Amended Notes so converted, and the aggregate shortfall under both Amended Notes exceeds $94,000, the Company will issue a new senior secured convertible note on substantially the same terms and conditions of the Amended Notes (each a “Third Note”) with a principal amount equal to the aggregate shortfall in excess of $94,000. Any Third Note so issued will be due April 6, 2027. In addition, any net proceeds received by the Investor in excess of the aggregate principal amount shall be returned to the Company.
On April 9, 2026, the Company and the Investor entered into an agreement (the “April Amendment”) to amend the Amended Notes to implement a new fixed conversion price equal to $0.03 per share. The April Amendment also extended the maturity date of any Third Note to July 6, 2027. Finally, the April Amendment amended any Third Note to implement a new fixed conversion price equal to the lesser of (i) $0.03 per share and (ii) the closing price of the Common Stock on the day prior to the date of the original issuance of the Third Note.
The Company made an irrevocable election to measure the Amended Notes at fair value as it believes the fair value option provides a greater ability to estimate the outcome of future events as facts and circumstances change, particularly with respect to changes in the fair value of the common stock. As of June 30, 2026, the fair value of the Amended Notes was $1.0 million.
The fair value of the convertible notes was determined using a probability-weighted scenario analysis, which is considered a Level 3 valuation technique due to the use of significant unobservable inputs. The valuation incorporated various potential settlement and repayment scenarios and estimated the probability of each outcome occurring. Significant inputs utilized in the valuation included the estimated discount rate, expected repayment amount and timing, and the estimated remaining term of the convertible notes. Changes in these assumptions could have a material impact on the estimated fair value of the convertible notes.
The following table summarizes the change in fair value of the Company’s convertible notes recorded as Level 3 liabilities:
|
|
Amount |
|
|
Balance - January 1, 2026 |
|
$ |
— |
|
Issuance of convertible notes at fair value |
|
|
1,581 |
|
Conversions |
|
|
(552 |
) |
Change in fair value |
|
|
106 |
|
Balance - March 31, 2026 |
|
|
1,135 |
|
Issuance of convertible notes at fair value |
|
|
223 |
|
Conversions |
|
|
(705 |
) |
Change in fair value |
|
|
364 |
|
Balance - June 30, 2026 |
|
$ |
1,017 |
|
During the three months ended June 30, 2026, the Investor converted amounts payable under such Amended Notes into an aggregate of 19,664,108 shares of the Company common stock at a weighted average conversion price of $0.04 per share, resulting in a reduction of the Amended Notes balance of $705,998. During the six months ended June 30, 2026, the Investor converted amounts payable under such Amended Notes into an aggregate of 28,858,865 shares of the Company common stock at a weighted average conversion price of $0.04 per share, resulting in a reduction of the Amended Notes balance of $1,257,684. The Company recorded its estimated true-up obligation associated with converted shares during the six months ended June 30, 2026 of $25,633 as accrued expenses, which is included in “Change in fair value of convertible notes payable” in the Condensed Consolidated Statement of Operations.
Subsequent to June 30, 2026, the Company issued the Investor a new Third Note in the aggregate principal amount of $71,811,
25
representing the aggregate shortfall of shares sold by the Investor in excess of $94,000. Also, subsequent to June 30, 2026, the Investor converted amounts payable under such Amended Notes into an additional 12,706,600 shares of the Company common stock at a weighted average conversion price of $0.03 per share, resulting in a further reduction of the Amended Note balance of $381,198. As a result of these conversions subsequent to June 30, 2026, one of the two Amended Notes has been fully repaid and satisfied.
First Insurance Funding Agreements
In October 2025, we entered into a financing agreement with First Insurance Funding in order to fund a portion of our insurance policies for the upcoming policy year. The amount financed was $0.2 million, which incurs interest at a rate of 7.72% per annum. We are required to make monthly payments of $18,299 from November 2025 through July 2026.
In October 2024, we entered into a finance agreement with First Insurance Funding in order to fund a portion of our insurance policies. The amount financed is $0.2 million, which incurred interest at an annual rate of 8.42%. We were required to make monthly payments of $20,396 from November 2024 through July 2025. There was no outstanding balance as of June 30, 2026.
Going Concern
U.S. GAAP requires management to assess a company's ability to continue as a going concern within one year from the financial statement issuance date and to provide related note disclosure in certain circumstances. Our condensed consolidated financial statements and corresponding notes have been prepared assuming the Company will continue as a going concern. We generated cash flows from operations of $0.1 million for the six months ended June 30, 2026. However, we generated negative cash flows from operations for the last several years and had an accumulated deficit of $89.4 million as of June 30, 2026. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund our operations and growth initiatives. The Company intends to position itself so that it will be able to raise additional funds through the capital markets, issuance of debt, and/or securing lines of credit in order to continue its operations. However, there can be no assurances that additional working capital will be available to us on favorable terms, or at all, which would be likely to have a material adverse effect on the Company's ability to continue its operations.
The Company's financial operating results and accumulated deficit, amongst other factors, raise substantial doubt about the Company's ability to continue as a going concern. The Company will continue to work towards increasing revenue and operating cash flows to meet its future liquidity requirements. However, there can be no assurance that the Company will be successful in any capital-raising efforts that it may undertake, and the failure of the Company to raise additional capital could adversely affect its future operations and viability.
A summary of our changes in cash flows for the three and six months ended June 30, 2026 and 2025 is provided below:
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Net cash flows provided by (used in): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating activities |
|
$ |
20 |
|
|
$ |
287 |
|
|
$ |
121 |
|
|
$ |
206 |
|
Investing activities |
|
|
(7 |
) |
|
|
(49 |
) |
|
|
(10 |
) |
|
|
(89 |
) |
Financing activities |
|
|
(54 |
) |
|
|
(167 |
) |
|
|
(122 |
) |
|
|
313 |
|
Effect of exchange rate changes on cash |
|
|
(2 |
) |
|
|
3 |
|
|
|
(1 |
) |
|
|
2 |
|
Net increase (decrease) in cash |
|
|
(43 |
) |
|
|
74 |
|
|
|
(12 |
) |
|
|
432 |
|
Cash, beginning of period |
|
|
309 |
|
|
|
812 |
|
|
|
278 |
|
|
|
454 |
|
Cash, end of period |
|
$ |
266 |
|
|
$ |
886 |
|
|
$ |
266 |
|
|
$ |
886 |
|
26
Operating Activities
Net cash used in operating activities includes net loss adjusted for non-cash items such as depreciation, amortization, bad debt expense, stock-based compensation, benefit of reversal of payroll tax liability, interest expense related to our promissory notes, change in fair value of our convertible notes, loss on note conversions and gain on debt extinguishment. Operating assets and liabilities primarily include balances related to funding of inventory purchases and customer accounts receivable. Operating assets and liabilities that arise from the funding of inventory purchases and customer accounts receivable can fluctuate significantly from day to day and period to period depending on the timing of inventory purchases and customer payment behavior.
Cash generated in operating activities was $0.1 million in the six months ended June 30, 2026, compared to $0.2 million in the six months ended June 30, 2025. Our net loss of $1.4 million for the six months ended June 30, 2026, adjusted for non-cash items, resulted in a net loss of $0.2 million, compared to a net loss, adjusted for non-cash items, of $44,000 in the prior year period. Changes in working capital generated $0.4 million during the first six months of 2026 and 2025. Our changes in working capital are mostly related to continued usage and conversion of our inventory. Our net loss increased by $1.0 million, mostly due to the non-recurring benefit for the reversal of accrued payroll taxes in the prior year of $0.5 million and the non-cash charges related to our convertible notes of $0.7 million. Recurring non-cash adjustments consists of depreciation, amortization, interest expense and stock-based compensation.
Investing Activities
Cash used in investing activities was $10,000 and $89,000 in the six months ended June 30, 2026 and 2025, respectively, and related to improvements to our manufacturing facilities in Poland and at Elevated Softgels.
Financing Activities
Net cash used in financing activities was $0.1 million for the six months ended June 30, 2026 compared to net cash provided by financing activities of $0.3 million for the six months ended June 30, 2025. Our financing activities for the six months ended June 30, 2026 consisted of payments for our insurance financing and debt issuance costs related to the amendment of our notes payable. Our financing activities for the six months ended June 30, 2025 consisted of net proceeds from our note payable financing of $1.1 million, offset by repayments of Streeterville note of $0.7 million and our insurance financing of $0.1 million.
Inflation
We have not been affected materially by inflation during the periods presented. However, recent trends towards rising inflation may adversely impact our business and corresponding financial position and cash flow.
Known Trends or Uncertainties
There can be no assurance that the Company’s business and corresponding financial performance will not be adversely affected by general economic or consumer trends, which may have a material adverse effect on the Company’s business, financial condition and results of operations. Additionally, inflation has risen, Federal Reserve interest rates remain high after increases during 2023, which may also materially adversely our business and corresponding financial position and cash flows.
Furthermore, such economic conditions have produced downward pressure on share prices and on the availability of credit for financial institutions and corporations. If current levels of market disruption and volatility continue, the Company might experience reductions in business activity, increased funding costs and funding pressures, as applicable, a decrease in the market price of our common stock, a decrease in asset values, additional write-downs and impairment charges and lower profitability.
We have seen some consolidation in our industry during economic downturns. These consolidations have not had a negative effect on our total sales; however, should consolidations and downsizing in the industry continue to occur, those events could adversely impact our revenues and earnings going forward.
During the fourth quarter of 2025, the regulatory environment for hemp-derived cannabinoid products continued to evolve materially following the enactment of H.R. 537, the “Continuing Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans Affairs, and Extensions Act, 2026” (the “2026 Act”). The 2026 Act was signed into law on November 12, 2025, and its provisions relating to hemp-derived cannabinoid products are scheduled to take effect on November 12, 2026. Among other changes, the 2026 Act narrows the federal definition of hemp, by limiting hemp-derived consumable products to 0.4 mg of total THC, inclusive of THCA, per container. It remains uncertain whether these provisions will take effect as written, or instead be delayed, amended or replaced by subsequent congressional action.
On August 8, 2026, the United States Senate approved continuing resolution H.R. 6500 (the “2027 CR”) which includes language that would delay most of the implementation of the regulatory changes applicable to hemp-derived cannabinoid products described in the
27
2026 Act from November 12, 2026, to December 11, 2026. This 29-day extension would provide Congress with additional time to work toward a longer-term solution. The 2027 CR must still be approved by the United States House of Representatives and signed by the President before it becomes law.
There is currently a lack of a clear federal regulatory framework regarding the development, sale and use of CBD products in the United States. As a result, differing state regulations have emerged, which regulations are constantly evolving and differ significantly from state to state in many cases. Several states, including without limitation, California, Florida, Maryland, Minnesota, New York, Utah and Virginia, have recently adopted regulations that have impacted our ability to sell certain of our products in these states. These various state regulations have had a negative impact on our operating results for the year ended December 31, 2025 and the three and six months ended June 30, 2026 and we expect that these regulations will continue to have a negative impact on our business going forward for so long as it, or any permanent law with similar or more stringent prohibitions, remains in effect; however, it is currently impossible to quantify the expected impact on our business. There is also substantial uncertainty and different interpretations among federal, state and local regulatory agencies, legislators, academics and businesses as to the emerging regulation of cannabinoids. These different opinions include, but are not limited to, the regulation of cannabinoids by the FDA and the extent to which manufacturers of products containing cannabinoids may engage in interstate commerce. These uncertainties have had, and may continue to have, an adverse effect on our business. Additionally, restrictive state regulations could adversely impact our revenue and earnings going forward.
Changes in U.S. and foreign governments’ trade policies have resulted in, and may continue to result in, tariffs on imports into and exports from the U.S., among other restrictions. We are currently incurring increased tariffs on imports from China, where certain components of our finished products are sourced. We are closely monitoring this evolving situation and evaluating our responses, which may include price adjustments or other cost-mitigation measures. However, there can be no assurance that we will be able to fully mitigate the impact of such tariffs or trade restrictions. If further tariffs are imposed, we could be forced to raise prices on all or certain of our products or make changes to our operations, any of which could materially harm our revenue or operating results. Any additional future tariffs or quotas imposed may impact our sales, gross margin and profitability if we are unable to pass increased prices onto our customers. Currently, we cannot fully determine how these tariffs will affect our business operations. The overall impact on our business will be influenced by several variables, including the duration and potential expansion of current tariffs, future changes to tariff rates, scope, or enforcement, retaliatory measures by impacted trade partners, inflationary effects and broader macroeconomic responses, changes to consumer purchasing behavior, and the effectiveness of our responses in managing these challenges.
Critical Accounting Estimates
We have disclosed in “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Annual Report, filed with the SEC March 26, 2026, those accounting policies and estimates that we consider to be significant in determining our results of operation and financial condition. There have been no material changes to those policies and estimates that we consider to be significant since the filing of our 2025 Annual Report. The accounting principles used in preparing our unaudited condensed consolidated financial statements conform in all material respects to GAAP.
Recent Accounting Pronouncements
See Note 1 in the accompanying notes to unaudited condensed consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
28
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive and financial officers, to allow timely decisions regarding disclosure. The Chief Executive Officer and the Chief Financial Officer, with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of June 30, 2026 and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
29
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
For a description of our material pending legal proceedings, please see Note 9, Commitments and Contingencies, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Item 1A. RISK FACTORS
Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company did not sell any other unregistered equity securities during the period covered by this report that were not otherwise disclosed in a Current Report on Form 8-K.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended June 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company
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Item 6. EXHIBITS
Exhibit Number |
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Exhibit Description |
|
Form |
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File No. |
|
Exhibit |
|
Filing Date |
|
Filed Herewith |
2.1 |
|
Agreement and Plan of Merger, dated as of July 25, 2013, by and between CannaVest Corp., a Texas corporation, and CannaVest Corp., a Delaware corporation |
|
10-Q |
|
000-54677 |
|
2.1 |
|
August 13, 2013 |
|
|
2.2 |
|
Agreement and Plan of Reorganization by and among CannaVEST Corp., CANNAVEST Merger Sub, Inc., CANNAVEST Acquisition LLC, CanX, Inc., and The Starwood Trust, as the Shareholder Representative |
|
8-K |
|
000-54677 |
|
2.1 |
|
January 4, 2016 |
|
|
2.3 |
|
Amendment No. 1 to the Agreement and Plan of Reorganization, dated as of March 16, 2017, by and among the Company, CANNAVEST Acquisition LLC, and the Starwood Trust, as the Shareholder Representative |
|
10-Q |
|
000-54677 |
|
10.4 |
|
May 9, 2017 |
|
|
2.4 |
|
Membership Interest Purchase Agreement, dated December 7, 2023, by and among the Company, Cultured Foods Sp. z.o.o., Brian McWhorter and Barbara McWhorter |
|
10-K |
|
000-54677 |
|
2.4 |
|
March 29, 2024 |
|
|
2.5 |
|
Membership Interest Purchase Agreement by and among CV Sciences, Inc., Elevated Softgels, LLC, Clayton J. Montgomery, Chris Fagan, Andrew Kester and Timothy McGreer, dated May 8, 2024 |
|
10-Q |
|
000-54677 |
|
2.5 |
|
August 13, 2024 |
|
|
3.1 |
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Certificate of Incorporation of CannaVEST Corp., as filed on July 26, 2013. |
|
10-Q |
|
000-54677 |
|
3.1 |
|
August 13, 2013 |
|
|
3.2 |
|
Bylaws of CannaVEST Corp., dated as of June 26, 2013. |
|
10-Q |
|
000-54677 |
|
3.2 |
|
August 13, 2013 |
|
|
3.3 |
|
Certificate of Amendment to Certificate of Incorporation of CannaVest Corp., as filed on January 4, 2016. |
|
10-K |
|
000-54677 |
|
3.3 |
|
April 14, 2016 |
|
|
3.4 |
|
Certificate of Incorporation of the Company, as amended. |
|
10-Q |
|
000-54677 |
|
3.4 |
|
May 16, 2016 |
|
|
3.5 |
|
Amendment to the Bylaws of the Company, as amended. |
|
8-K |
|
000-54677 |
|
3.1 |
|
March 22, 2017 |
|
|
3.6 |
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Bylaws of the Company, as amended. |
|
10-Q |
|
000-54677 |
|
3.6 |
|
May 9, 2017 |
|
|
3.7 |
|
Amendment to the Bylaws of the Company, as amended |
|
8-K |
|
000-54677 |
|
3.1 |
|
June 14, 2021 |
|
|
3.8 |
|
Certificate of Designation of Preference, Rights and Limitations of Convertible Preferred Stock. |
|
8-K |
|
000-54677 |
|
3.1 |
|
April 1, 2022 |
|
|
3.9 |
|
Certificate of Amendment to Certificate of Incorporation of CV Sciences, Inc., as filed on June 6, 2022 |
|
10-Q |
|
000-54677 |
|
3.9 |
|
August 15, 2022 |
|
|
4.1 |
|
CannaVEST Corp. Specimen Stock Certificate |
|
8-K |
|
000-54677 |
|
4.1 |
|
July 31, 2013 |
|
|
10.1 |
|
Securities Purchase Agreement dated February 12, 2025 |
|
8-K |
|
000-54677 |
|
10.1 |
|
February 20, 2025 |
|
|
10.2 |
|
Senior Secured Note Due August 12, 2026 |
|
8-K |
|
000-54677 |
|
10.2 |
|
February 20, 2025 |
|
|
10.3 |
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Security Agreement dated February 12, 2025 |
|
8-K |
|
000-54677 |
|
10.3 |
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February 20, 2025 |
|
|
10.4 |
|
Intellectual Property Security Agreement dated February 12, 2025 |
|
8-K |
|
000-54677 |
|
10.4 |
|
February 20, 2025 |
|
|
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10.5 |
|
Securities Purchase Agreement dated October 6, 2025 |
|
8-K |
|
000-54677 |
|
10.1 |
|
October 10, 2025 |
|
|
10.6 |
|
Senior Secured Note Due April 6, 2027 |
|
8-K |
|
000-54677 |
|
10.2 |
|
October 10, 2025 |
|
|
10.7 |
|
Security Agreement dated October 6, 2025 |
|
8-K |
|
000-54677 |
|
10.3 |
|
October 10, 2025 |
|
|
10.8 |
|
Intellectual Property Security Agreement dated October 6, 2025 |
|
8-K |
|
000-54677 |
|
10.4 |
|
October 10, 2025 |
|
|
10.9 |
|
Agreement dated March 4, 2026 |
|
8-K |
|
000-54677 |
|
10.1 |
|
March 10, 2026 |
|
|
10.10 |
|
Amended and Restated Senior Security Convertible Note Due February 12, 2027 |
|
8-K |
|
000-54677 |
|
10.2 |
|
March 10, 2026 |
|
|
10.11 |
|
Amended and Restated Senior Security Convertible Note Due April 6, 2027 |
|
8-K |
|
000-54677 |
|
10.3 |
|
March 10, 2026 |
|
|
10.12 |
|
Senior Secured Convertible Note Due July 6, 2027 dated April 6, 2026 |
|
8-K |
|
000-54677 |
|
10.1 |
|
April 10, 2026 |
|
|
10.13 |
|
April Amendment dated April 9, 2026 |
|
8-K |
|
000-54677 |
|
10.2 |
|
April 10, 2026 |
|
|
10.14 |
|
Senior Secured Convertible Note Due July 6, 2027 dated May 5, 2026 |
|
10-Q |
|
000-54677 |
|
10.14 |
|
May 15, 2026 |
|
|
10.15 |
|
Senior Secured Convertible Note Due July 6, 2027 dated May 31, 2026 |
|
|
|
|
|
|
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|
|
X
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10.16 |
|
Senior Secured Convertible Note Due July 6, 2027 dated June 30, 2026 |
|
|
|
|
|
|
|
|
|
X
|
10.17 |
|
Senior Secured Convertible Note Due July 6, 2027 dated July 31, 2026 |
|
|
|
|
|
|
|
|
|
X
|
31.1* |
|
Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. |
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X |
31.2* |
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Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. |
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|
X |
32.1* |
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Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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|
X |
32.2* |
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
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|
X |
101 INS* |
|
Inline XBRL Instance Document** |
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|
X |
101 SCH* |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents** |
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|
|
X |
104** |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments) |
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|
X |
* Filed herewith.
** The XBRL related information in Exhibit 101 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
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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, thereunto duly authorized.
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CV SCIENCES, INC. (Registrant) |
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By |
/s/ Joseph D. Dowling |
|
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Joseph D. Dowling Chief Executive Officer (Principal Executive Officer) |
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Dated August 13, 2026 |
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By |
/s/ Joerg Grasser |
|
|
Joerg Grasser Chief Financial Officer (Principal Financial and Accounting Officer) |
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Dated August 13, 2026 |
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