STOCK TITAN

CV Sciences Q3 2026 revenue falls 7% to $3.03M

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(High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

CV Sciences, Inc. (CVSI) reported third-quarter 2026 revenue of $3.028 million, down 7.0% from $3.256 million a year earlier, with unit sales down 4.7% and lower average sales prices. Gross margin increased to 50.0% from 48.5%. Operating income was $377,000, versus a $275,000 loss, mostly reflecting a $500,000 legal-settlement gain and lower operating expenses. GAAP net loss was $93,000, compared with $382,000; adjusted EBITDA, a non-GAAP measure, was positive $32,000 versus a $118,000 loss.

Products launched since January 1, 2023 accounted for 48% of quarterly net revenue; the company said it launched 53 products during that period and expanded its +PlusHLTH portfolio. Cash was $308,000 and working capital was $700,000 at quarter-end, compared with $278,000 and $100,000, respectively, at December 31, 2025. For the first nine months, revenue was $9.208 million versus $10.482 million, net loss was $1.511 million versus $752,000, and operating cash flow was $184,000 versus cash used of $53,000. Restrictive federal hemp provisions were scheduled to take effect December 11, 2026; the company said it was monitoring potential implementation updates.

3 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 3 points

How the balance works

Positive

  • Moderate pointAdjusted EBITDA turned positive at $32,000, versus a $118,000 loss.
  • Moderate pointThird-quarter GAAP net loss narrowed to $93,000 from $382,000.
  • Moderate pointNine-month operating activities provided $184,000, versus $53,000 used.

Negative

  • Moderate pointThird-quarter revenue fell 7.0% year over year to $3.028 million.
  • Moderate pointNine-month revenue declined to $9.208 million from $10.482 million.
  • Moderate pointNine-month net loss widened to $1.511 million from $752,000.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Third-quarter revenue $3.028 million Three months ended September 30, 2026; down 7.0% from $3.256 million in 2025.
Gross margin 50.0% Third quarter 2026, compared with 48.5% in third quarter 2025.
Operating income $377,000 Third quarter 2026, compared with an operating loss of $275,000 in 2025; improvement mostly due to a $500,000 legal-settlement gain and lower operating expenses.
GAAP net loss $93,000 loss Third quarter 2026, compared with a $382,000 loss in 2025.
Adjusted EBITDA $32,000 positive Third quarter 2026, compared with a $118,000 loss in 2025; non-GAAP measure.
Working capital $700,000 At quarter-end, compared with $100,000 at December 31, 2025.
Nine-month revenue $9.208 million Nine months ended September 30, 2026, compared with $10.482 million in 2025.
Nine-month net loss $1.511 million loss Nine months ended September 30, 2026, compared with a $752,000 loss in 2025.
non-GAAP financial measures financial
"The press release includes non-GAAP financial measures"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Adjusted EBITDA financial
"Recognized positive adjusted EBITDA of $32,000"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
gross margin financial
"Recognized gross margin of 50.0%"
Gross margin is the difference between how much money a company makes from selling its products and how much it costs to produce them, expressed as a percentage of sales. It shows how efficiently a company is turning sales into profit before other expenses like marketing or salaries. Higher gross margin means the company keeps more money from each sale, which is a good sign of financial health.
working capital financial
"increased working capital of $0.7 million"
Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.
convertible notes financial
"Change in fair value of convertible notes"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
true-up obligation financial
"loss on debt conversions related to the true-up obligation"
Revenue $3.028 million Down 7.0% from $3.256 million in third quarter 2025.
Gross margin 50.0% Compared with 48.5% in third quarter 2025.
Operating expenses, excluding gain on legal settlement $1.6 million Down 11.6% from $1.8 million in third quarter 2025.
GAAP net loss $93,000 loss Compared with a $382,000 loss in third quarter 2025.
Adjusted EBITDA $32,000 positive Compared with a $118,000 loss in third quarter 2025.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much revenue did CVSI report for Q3 2026?

CV Sciences reported $3.028 million in product sales, net for the quarter ended September 30, 2026, down 7.0% from $3.256 million in the same quarter of 2025. The company also reported unit sales down 4.7% year over year and lower average sales prices.

Was CVSI profitable in the third quarter of 2026?

CV Sciences reported a GAAP net loss of $93,000, while operating income was $377,000 and adjusted EBITDA was positive $32,000. The $500,000 legal-settlement gain and lower operating expenses mostly explain the year-over-year operating-income improvement.

How much of CVSI's Q3 2026 revenue came from new products?

Products launched since January 1, 2023 accounted for 48% of third-quarter net revenue. CV Sciences said it launched 53 new products during that period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false0001510964November 12, 202600015109642026-11-122026-11-12

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2026

 

CV SCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-54677

80-0944970

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

9530 Padgett Street, Suite 107

San Diego, California

92126

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (866) 290-2157

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

 

 

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

 


 

Item 2.02 Results of Operations and Financial Conditions

The information provided below in "Item 7.01 - Regulation FD Disclosure" of this Current Report on Form 8-K is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure

On November 12, 2026, CV Sciences, Inc. (the "Company") issued a press release regarding the Company’s financial results for its quarter ended September 30, 2026. A copy of that press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The press release includes non-GAAP financial measures as defined in Regulation G. The press release also includes a presentation of the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States (GAAP), information reconciling the non-GAAP financial measures to the GAAP financial measures and a discussion of the reasons why the Company’s management believes that presentation of the non-GAAP financial measures provides useful information to investors regarding the Company’s financial condition and results of operations. The non-GAAP financial measures presented therein should be considered in addition to, not as a substitute for, or superior to, financial measures calculated and presented in accordance with GAAP.

Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit

Number

Description

99.1

 

Press Release of CV Sciences, Inc. dated November 12, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

1


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

CV SCIENCES, INC.

 

Date: November 12, 2026

By:

/s/ Joseph Dowling

 

Joseph Dowling

 

Chief Executive Officer

 

2


Exhibit 99.1

CV Sciences, Inc. Reports Third Quarter-End 2026 Financial Results

San Diego, CA - November 12, 2026 (ACCESS Newswire) - CV Sciences, Inc. (OTCQB:CVSI) (the “Company”, “CV Sciences”, “our”, “us” or “we”), a preeminent consumer wellness company specializing in hemp extracts and other proven science-backed, natural ingredients and products, today announced its financial results for the quarter ended September 30, 2026.

Third Quarter 2026 and Recent Financial and Operating Highlights, and Regulatory Update

•
Generated revenue of $3.0 million for the third quarter 2026 compared to $3.3 million for the third quarter 2025 and compared to $3.0 million for the second quarter 2026;
•
Recognized gross margin of 50.0% for the third quarter 2026 compared to 48.5% for the third quarter 2025 and compared to 48.6% for the second quarter 2026;
•
Reduced operating expenses by 11.6% to $1.6 million for the third quarter 2026 compared to $1.8 million for the third quarter 2025, and by 6.6% from $1.7 million in the second quarter 2026, excluding the benefit from the gain on legal settlement;
•
Recognized positive adjusted EBITDA of $32,000 for the third quarter 2026 compared to adjusted EBITDA losses of $118,000 for third quarter 2025 and $132,000 for the second quarter 2026;
•
Cash balance of $0.3 million at quarter and year end;
•
Strengthened our financial position by increased working capital of $0.7 million at quarter end, significantly improved from $0.1 million at year end;
•
Expanded the +PlusHLTH™ portfolio with personalized wellness solutions for healthy aging; and
•
Continued monitoring of potential updates to the implementation of restrictive federal provisions for hemp-derived cannabinoid products which are currently scheduled to be in effect on December 11, 2026.

“Our third quarter results demonstrate continued progress in strengthening the operating performance of our business despite ongoing regulatory challenges and pressure on revenue. We expanded gross margins to 50.0%, reduced operating expenses by 11.6% year over year, and achieved positive adjusted EBITDA of $32,000, compared to adjusted EBITDA losses in both the prior-year quarter and the second quarter of 2026. These results reflect our continued focus on cost discipline, operational efficiency, and improving the underlying profitability of our business.

At the same time, we continue to advance our product innovation and diversification strategy. Products launched since January 2023 accounted for 48% of our third quarter net revenue, demonstrating the growing contribution of our newer product offerings. During the quarter, we further expanded our +PlusHLTH™ portfolio with personalized wellness solutions designed to support healthy aging. Looking ahead, we remain focused on strengthening our established brands, expanding our presence in broader science-based wellness categories, maintaining disciplined capital allocation, and pursuing strategic opportunities that support sustainable growth and long-term shareholder value,” stated Joseph Dowling, Chief Executive Officer of CV Sciences.

Operating Results - Third Quarter 2026 Compared to Third Quarter 2025

Sales for the third quarter 2026 were $3.0 million, a decrease of 7.0% from $3.3 million in the third quarter 2025. The decline is driven by lower sales volume due to restrictive regulations at the federal level and in certain states. The total number of units sold during the third quarter 2026 decreased by 4.7% compared to the third quarter of 2025. We also realized decreases in average sales prices. In addition, 48% of our net revenue for the third quarter 2026 was from new products launched since January 1, 2023. During this time period, we launched 53 new products.

We generated operating income of $0.4 million in the third quarter 2026, compared to an operating loss of $0.3 million in the third quarter 2025. The improvement is mostly due to the gain on legal settlement of $0.5 million and reductions in our operating expenses. We generated positive adjusted EBITDA of $32,000 for the third quarter 2026 compared to negative adjusted EBITDA of $118,000 in the third quarter 2025.


 

Conference Call and Webcast

The Company will host a conference call and webcast to discuss these results today at 4:30 pm EDT/1:30 pm PDT. The webcast of the conference call will be available on the Investor Relations section of the Company's website at https://ir.cvsciences.com/news-events or directly at https://viavid.webcasts.com/starthere.jsp?ei=1779873&tp_key=be4c149620. Investors interested in participating in the live call can also dial (844) 825-9789 from the U.S. or international callers can dial (412) 317-5180. A telephone replay will be available approximately three hours after the call concludes, and will be available through Thursday, November 26, 2026, by dialing (844) 512-2921 from the U.S. or (412) 317-6671 from international locations, and entering confirmation code 10212857.

About CV Sciences, Inc.

CV Sciences, Inc. (OTCQB:CVSI) is a preeminent consumer wellness company specializing in hemp extracts and other proven science-backed, natural ingredients and products. The Company's products are sold through a range of sales channels from B2B to B2C. The Company's +PlusCBD™ branded products are sold at select retail locations throughout the U.S. and are the top-selling hemp-extract brand in the natural products market, according to SPINS, the leading provider of syndicated data and insights for the natural, organic and specialty products industry. 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. The Company also produces non-cannabinoid supplements under its +PlusHLTH™ brand, with targeted formulations to optimize health, improve performance, and increase vitality. Our Cultured Foods™ brand provides a variety of 100% plant-based food products that are distributed primarily in the EU and other select markets. Cultured Foods™ caters to individuals seeking vegan, gluten-free, or flexitarian options for a wholesome and satisfying culinary experience. In addition, the Company owns Elevated Softgels, a leading manufacturer of encapsulated softgels and tinctures for the supplement and nutrition industry. CV Sciences, Inc. has primary offices and facilities in San Diego, California, Grand Junction, Colorado, and Warsaw, Poland. Additional information is available from OTCMarkets.com or by visiting www.cvsciences.com.

Forward Looking Statements

This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-looking statements by definition involve risk and uncertainties. CV Sciences does not undertake any obligation to publicly update any forward-looking statements, except as required by applicable law. As a result, investors should not place undue reliance on such forward-looking statements.

Contact Information

ir@cvsciences.com


 

CV SCIENCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Product sales, net

 

$

3,028

 

 

$

3,256

 

 

$

9,208

 

 

$

10,482

 

Cost of goods sold

 

 

1,514

 

 

 

1,677

 

 

 

4,682

 

 

 

5,401

 

Gross profit

 

 

1,514

 

 

 

1,579

 

 

 

4,526

 

 

 

5,081

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

19

 

 

 

24

 

 

 

55

 

 

 

104

 

Selling, general and administrative

 

 

1,618

 

 

 

1,830

 

 

 

5,213

 

 

 

5,894

 

Gain on legal settlement

 

 

(500

)

 

 

—

 

 

 

(500

)

 

 

—

 

Benefit from reversal of accrued payroll taxes

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(522

)

Total operating expenses

 

 

1,137

 

 

 

1,854

 

 

 

4,768

 

 

 

5,476

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

377

 

 

 

(275

)

 

 

(242

)

 

 

(395

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense (income):

 

 

 

 

 

 

 

 

 

 

 

 

Gain on extinguishment of debt

 

 

—

 

 

 

—

 

 

 

(20

)

 

 

(38

)

Loss on debt conversion

 

 

263

 

 

 

—

 

 

 

512

 

 

 

—

 

Change in fair value of convertible notes

 

 

207

 

 

 

—

 

 

 

678

 

 

 

—

 

Interest expense, net

 

 

—

 

 

 

107

 

 

 

94

 

 

 

388

 

Total other expense

 

 

470

 

 

 

107

 

 

 

1,264

 

 

 

350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(93

)

 

 

(382

)

 

 

(1,506

)

 

 

(745

)

Income tax expense

 

 

—

 

 

 

—

 

 

 

5

 

 

 

7

 

Net loss

 

$

(93

)

 

$

(382

)

 

$

(1,511

)

 

$

(752

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding, basic and diluted

 

 

226,096

 

 

 

184,264

 

 

 

207,803

 

 

 

184,264

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share, basic and diluted

 

$

(0.00

)

 

$

(0.00

)

 

$

(0.01

)

 

$

(0.00

)

 


 

CV SCIENCES, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except per share data)

 

 

September 30,
2026

 

 

December 31, 2025

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$

308

 

 

$

278

 

Accounts receivable, net

 

 

346

 

 

 

402

 

Inventory

 

 

3,965

 

 

 

4,087

 

Prepaid expenses and other

 

 

273

 

 

 

366

 

Total current assets

 

 

4,892

 

 

 

5,133

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

302

 

 

 

344

 

Right of use assets

 

 

148

 

 

 

347

 

Intangibles, net

 

 

55

 

 

 

76

 

Goodwill

 

 

990

 

 

 

1,015

 

Other assets

 

 

47

 

 

 

47

 

Total assets

 

$

6,434

 

 

$

6,962

 

 

 

 

 

 

 

 

Liabilities and stockholders' equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

813

 

 

$

1,044

 

Accrued expenses

 

 

2,450

 

 

 

2,447

 

Current portion of operating lease liability

 

 

150

 

 

 

247

 

Convertible notes, at fair value

 

 

741

 

 

 

—

 

Current portion of long-term debt, net

 

 

—

 

 

 

1,262

 

Total current liabilities

 

 

4,154

 

 

 

5,000

 

 

 

 

 

 

 

 

Operating lease liability

 

 

—

 

 

 

100

 

Debt, net

 

 

—

 

 

 

387

 

Deferred tax liability

 

 

7

 

 

 

7

 

Total liabilities

 

 

4,161

 

 

 

5,494

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

Preferred stock, par value $0.0001; 10,000 shares authorized; 1 share issued as of September 30, 2026 and December 31, 2025; and no shares outstanding as of September 30, 2026 and December 31, 2025

 

 

—

 

 

 

—

 

Common stock, par value $0.0001; 790,000 shares authorized as of September 30, 2026 and December 31, 2025; 235,694 and 184,264 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively

 

 

24

 

 

 

18

 

Additional paid-in capital

 

 

91,687

 

 

 

89,330

 

Accumulated deficit

 

 

(89,450

)

 

 

(87,939

)

Accumulated other comprehensive income

 

 

12

 

 

 

59

 

Total stockholders' equity

 

 

2,273

 

 

 

1,468

 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$

6,434

 

 

$

6,962

 

 


 

CV SCIENCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 

Nine Months Ended
September 30,

 

 

2026

 

 

2025

 

OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$

(1,511

)

 

$

(752

)

Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

68

 

 

 

171

 

Stock-based compensation

 

 

428

 

 

 

374

 

Amortization of debt discount

 

 

91

 

 

 

386

 

Loss on debt conversion

 

 

94

 

 

 

—

 

Initial fair value of true-up convertible notes issued

 

 

418

 

 

 

—

 

Change in fair value of convertible notes

 

 

678

 

 

 

—

 

Amortization of right of use assets

 

 

198

 

 

 

175

 

Gain on debt extinguishment

 

 

(20

)

 

 

(38

)

Gain on legal settlement

 

 

(500

)

 

 

—

 

Benefit from reversal of accrued payroll tax

 

 

—

 

 

 

(522

)

Other

 

 

(12

)

 

 

128

 

Change in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

69

 

 

 

130

 

Inventory

 

 

108

 

 

 

830

 

Prepaid expenses and other

 

 

91

 

 

 

141

 

Accounts payable and accrued expenses

 

 

181

 

 

 

(892

)

Operating lease liabilities

 

 

(197

)

 

 

(184

)

Net cash flows provided by (used in) operating activities

 

 

184

 

 

 

(53

)

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

Purchases of property and equipment

 

 

(10

)

 

 

(100

)

Net cash flows used in investing activities

 

 

(10

)

 

 

(100

)

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from note payable

 

 

—

 

 

 

1,200

 

Debt issuance costs related to note payable

 

 

(15

)

 

 

(82

)

Repayment of note payable

 

 

—

 

 

 

(900

)

Repayment of unsecured debt

 

 

(125

)

 

 

(139

)

Net cash flows provided by (used in) financing activities

 

 

(140

)

 

 

79

 

Effect of exchange rate changes on cash

 

 

(4

)

 

 

1

 

Net increase (decrease) in cash

 

 

30

 

 

 

(73

)

Cash, beginning of period

 

 

278

 

 

 

454

 

Cash, end of period

 

$

308

 

 

$

381

 

Supplemental cash flow disclosures:

 

 

 

 

 

 

Interest paid

 

$

3

 

 

$

4

 

Income tax paid

 

$

6

 

 

$

7

 

Supplemental disclosure of non-cash transactions:

 

 

 

 

 

 

Conversion of convertible notes

 

$

(1,935

)

 

$

—

 

Issuance of convertible notes

 

$

1,999

 

 

$

—

 

Services paid with common stock

 

$

—

 

 

$

60

 

Right of use asset financed by lease liabilities

 

$

—

 

 

$

486

 

Debt modification cost

 

$

—

 

 

$

(150

)

Original issuance discount for note payable

 

$

—

 

 

$

(400

)

 


 

CV SCIENCES, INC.

NON-GAAP FINANCIAL MEASURES (UNAUDITED)

We prepare our consolidated financial statements in accordance with generally accepted accounting principles for the United States (GAAP). The non-GAAP financial measures, such as net loss per share and Adjusted EBITDA included in this press release are different from those otherwise presented under GAAP. We use non-GAAP measures 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. The non-GAAP financial measures exclude non-cash compensation expense for stock options. When evaluating the performance of our business and developing short and long-term plans, we do not consider share-based compensation charges. Although share-based compensation is necessary to attract and retain quality employees, our consideration of share-based compensation places its primary emphasis on overall shareholder dilution rather than the accounting charges associated with such grants. Because of the varying availability of valuation methodologies and subjective assumptions, we believe that the exclusion of share-based compensation allows for more accurate comparison of our financial results to previous periods. In addition, we believe it useful to investors to understand the specific impact of the application of the fair value method of accounting for share-based compensation on our operating results.

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 more clearly 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 press release, 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.


 

A reconciliation from our GAAP net loss to non-GAAP net income (loss) for the three and nine months ended September 30, 2026 and 2025 is detailed below (in thousands, except per share data):

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net loss - GAAP

 

$

(93

)

 

$

(382

)

 

$

(1,511

)

 

$

(752

)

Stock-based compensation (1)

 

 

132

 

 

 

124

 

 

 

428

 

 

 

374

 

Loss on debt conversions (2)

 

 

263

 

 

 

—

 

 

 

512

 

 

 

—

 

Change in fair value of convertible notes (3)

 

 

207

 

 

 

—

 

 

 

678

 

 

 

—

 

Gain on debt extinguishment (4)

 

 

—

 

 

 

—

 

 

 

(20

)

 

 

(38

)

Note discount (5)

 

 

—

 

 

 

107

 

 

 

91

 

 

 

388

 

Gain on legal settlement (6)

 

 

(500

)

 

 

—

 

 

 

(500

)

 

 

—

 

Benefit from reversal of accrued payroll tax (7)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(522

)

Net income (loss) - non-GAAP

 

$

9

 

 

$

(151

)

 

$

(322

)

 

$

(550

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS - GAAP

 

$

(0.00

)

 

$

(0.00

)

 

$

(0.01

)

 

$

(0.00

)

Stock-based compensation (1)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Loss on debt conversions (2)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Change in fair value of convertible notes (3)

 

 

—

 

 

 

—

 

 

 

0.01

 

 

 

—

 

Gain on debt extinguishment (4)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Note discount (5)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Gain on legal settlement (6)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Benefit from reversal of accrued payroll tax (7)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Diluted EPS - non-GAAP

 

$

0.00

 

 

$

(0.00

)

 

$

(0.00

)

 

$

(0.00

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used to calculate diluted EPS - GAAP and non-GAAP

 

 

226,096

 

 

 

184,264

 

 

 

207,803

 

 

 

184,264

 

 

(1)
Represents stock-based compensation expense related to stock options awarded to employees and non-executive directors based on the grant date fair value using the Black-Scholes valuation model.
(2)
Represents the loss on debt conversions related to the true-up obligation.
(3)
Represents change in fair value of our convertible notes.
(4)
Represents gain on extinguishment of debt related to our Streeterville note payable in 2025 and the extinguishment of our note payable with an Investor in 2026.
(5)
Represents amortization of OID/debt issuance costs for notes payable.
(6)
Represents the gain recognized associated with the settlement of our legal action against Procopio, our long-time legal counsel.
(7)
Represents benefit from reversal of accrued payroll tax associated with RSU release to founder in 2019.

A reconciliation from our net loss to Adjusted EBITDA, a non-GAAP measure, for the three and nine months ended September 30, 2026 and 2025 is detailed below (in thousands):

 


 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net loss

 

$

(93

)

 

$

(382

)

 

$

(1,511

)

 

$

(752

)

Depreciation expense

 

 

17

 

 

 

27

 

 

 

49

 

 

 

155

 

Amortization expense

 

 

6

 

 

 

6

 

 

 

18

 

 

 

18

 

Interest expense, net

 

 

—

 

 

 

107

 

 

 

94

 

 

 

388

 

Income tax expense

 

 

—

 

 

 

—

 

 

 

5

 

 

 

7

 

EBITDA

 

 

(70

)

 

 

(242

)

 

 

(1,345

)

 

 

(184

)

Stock-based compensation (1)

 

 

132

 

 

 

124

 

 

 

428

 

 

 

374

 

Loss on debt conversions (2)

 

 

263

 

 

 

—

 

 

 

512

 

 

 

—

 

Change in fair value of convertible notes (3)

 

 

207

 

 

 

—

 

 

 

678

 

 

 

—

 

Gain on debt extinguishment (4)

 

 

—

 

 

 

—

 

 

 

(20

)

 

 

(38

)

Gain on legal settlement (5)

 

 

(500

)

 

 

—

 

 

 

(500

)

 

 

—

 

Benefit from reversal of accrued payroll tax (6)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(522

)

Adjusted EBITDA

 

$

32

 

 

$

(118

)

 

$

(247

)

 

$

(370

)

 

(1)
Represents stock-based compensation expense related to stock options awarded to employees and non-executive directors based on the grant date fair value using the Black-Scholes valuation model.
(2)
Represents the loss on debt conversions related to the true-up obligation.
(3)
Represents change in fair value of our convertible notes.
(4)
Represents gain on extinguishment of debt related to our notes payable.
(5)
Represents gain recognized associated with the settlement of our legal action against Procopio, our long-time legal counsel.
(6)
Represents benefit from reversal of accrued payroll tax associated with RSU release to founder in 2019.

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