CV Sciences (CVSI) cuts conversion price, extends senior note

Q: What material agreement did CVSI disclose in this 8-K?

CV Sciences disclosed an April 9, 2026 amendment with its institutional investor that changes terms of existing secured convertible notes and a new senior secured convertible note. The changes mainly affect conversion prices and the maturity date of the Third Note.

Q: How much is the new Third Note issued by CVSI?

The Third Note has a principal amount of $99,614.04. CV Sciences issued this senior secured convertible note on April 6, 2026, pursuant to prior agreements that allow issuing a new note based on any shortfall in conversion proceeds above a $94,000 threshold.

Q: What is the conversion price for CVSI’s Third Note?

The Third Note converts at $0.03 per share. Its price is defined as the lesser of $0.03 and the closing price of $0.04 for CV Sciences’ common stock on the day before the note’s original issuance, resulting in a $0.03 fixed conversion price.

Q: When does CVSI’s Third Note now mature?

The Third Note now matures on July 6, 2027. Under the April 9, 2026 amendment, CV Sciences extended the original April 6, 2027 due date to this new maturity date, while keeping it as a senior secured convertible note.

Q: How were the original CVSI notes structured before this amendment?

CV Sciences previously issued two secured promissory notes : a $1,600,000 note from February 12, 2025 and a $600,000 note from October 6, 2025. These were later amended and restated to become convertible at a fixed price of $0.06 per share before the April 2026 changes.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CV Sciences, Inc. entered into an April 9, 2026 amendment with its institutional investor to modify existing secured convertible notes and a newly issued senior secured convertible note. The amendment lowers the fixed conversion price of the amended notes from $0.06 per share to $0.03 per share.

On April 6, 2026, the company issued a Third Note with a principal amount of $99,614.04, which may be converted into common stock. The Third Note’s conversion price is set at $0.03 per share, based on the lesser of that level and the $0.04 closing price before its original issuance date. The Third Note’s maturity was extended to July 6, 2027.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Original Note principal: $1,600,000 Second Note principal: $600,000 Third Note principal: $99,614.04 +5 more

8 metrics

Original Note principal $1,600,000 Secured promissory note issued February 12, 2025

Second Note principal $600,000 Second secured promissory note issued October 6, 2025

Third Note principal $99,614.04 Senior secured convertible note issued April 6, 2026

Prior conversion price $0.06 per share Fixed conversion price for Amended Notes before April 9, 2026

New conversion price $0.03 per share Fixed conversion price for Amended Notes after April 9, 2026

Third Note conversion price cap $0.03 per share Lesser of $0.03 and $0.04 closing price before original issuance

Reference stock price $0.04 per share Closing price day prior to Third Note’s original issuance date

Third Note maturity July 6, 2027 Extended due date under April 9, 2026 amendment

Key Terms

material definitive agreement, secured promissory note, senior secured convertible note, conversion price, +1 more

5 terms

material definitive agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

secured promissory note financial

"the Company issued and sold to the Investor a secured promissory note in the original principal amount of $1,600,000"

A secured promissory note is a written promise to repay borrowed money that is backed by specific assets pledged as collateral; if the borrower fails to pay, the lender can seize those assets to recover losses. Investors care because the collateral reduces the lender’s risk and can make the loan safer and more likely to be repaid, similar to a pawnshop loan where an item lowers the lender’s exposure if the borrower defaults.

senior secured convertible note financial

"the Company will issue a new senior secured convertible note on substantially the same terms"

A senior secured convertible note is a loan a company takes that is backed by specific assets and has first claim on repayment ahead of other creditors, but can also be exchanged for company shares under agreed conditions. For investors it signals higher priority if the company struggles (like a mortgage holder vs a general creditor) while also creating potential stock dilution if the loan is converted into equity, affecting value and recovery prospects.

conversion price financial

"may be converted into shares of common stock ... at a fixed conversion price of $0.06 per share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

off-Balance Sheet Arrangement financial

"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant"

Understanding 8-K Material Events →

04/10/2026 - 04:04 PM

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): April 6, 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 1.01 Entry into a Material Definitive Agreement

As previously disclosed, on February 12, 2025, CV Sciences, Inc., a Delaware corporation (the “Company”) entered into a note purchase agreement (the “Original Purchase Agreement”) with an institutional investor (“Investor”), pursuant to which the Company issued and sold to the Investor a secured promissory note in the original principal amount of $1,600,000 (the “Original Note”). The Original Purchase Agreement and Original Note was amended on September 12, 2025 (the “Amended Original Purchase Agreement” and “Amended Original Note”, respectively).

Also as previously disclosed, on October 6, 2025, the Company entered into a note purchase agreement (the “Second Purchase Agreement” and, together with the Amended Original Purchase Agreement, the “Purchase Agreement”) with the Investor, pursuant to which the Company issued and sold to the Investor a second secured promissory note in the original principal amount of $600,000 (the “Second Note” and, together with the Amended Original Note, the “Notes”).

Also as previously disclosed, on March 4, 2026, the Company and the Investor entered into an agreement to, among other things, amend and restate the Notes (collectively, the “Amended Notes”), 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 $0.06 per share. 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.

On April 6, 2026, the Company issued the Investor a Third Note with a principal amount of $99,614.04. On April 9, 2026, the Company and the Investor entered into an agreement (the “April Amendment”) to amend the Notes to implement a new fixed conversion price equal to $0.03 per share. The April Amendment also extended the maturity date of the Third Note to July 6, 2027. Finally, the April Amendment amended the 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. As the closing price of Common Stock on the day prior to the date of the original issuance of the Third Note was $0.04, the conversion price of the Third Note has been fixed at $0.03.

The preceding descriptions of the April Amendment and the Third Note do not purport to be complete and are qualified in their entirety by the full text of the April Amendment and the Third Note filed as exhibits to this report and are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The Information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



10.1		Senior Secured Convertible Note due July 6, 2027 (confidential portions of the exhibit have been omitted where indicated)
10.2		April Amendment dated April 9, 2026 (confidential portions of the exhibit have been omitted where indicated)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 10, 2026	By:	/s/ Joseph Dowling
		Joseph Dowling
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What material agreement did CVSI disclose in this 8-K?

CV Sciences disclosed an April 9, 2026 amendment with its institutional investor that changes terms of existing secured convertible notes and a new senior secured convertible note. The changes mainly affect conversion prices and the maturity date of the Third Note.

How much is the new Third Note issued by CVSI?

The Third Note has a principal amount of $99,614.04. CV Sciences issued this senior secured convertible note on April 6, 2026, pursuant to prior agreements that allow issuing a new note based on any shortfall in conversion proceeds above a $94,000 threshold.

What are the new conversion prices for CVSI’s amended notes?

The amended notes now convert at a fixed price of $0.03 per share. Previously, the amended notes had a fixed conversion price of $0.06 per share, and the April 9, 2026 amendment reset this lower price for conversions into common stock.

What is the conversion price for CVSI’s Third Note?

The Third Note converts at $0.03 per share. Its price is defined as the lesser of $0.03 and the closing price of $0.04 for CV Sciences’ common stock on the day before the note’s original issuance, resulting in a $0.03 fixed conversion price.

When does CVSI’s Third Note now mature?

The Third Note now matures on July 6, 2027. Under the April 9, 2026 amendment, CV Sciences extended the original April 6, 2027 due date to this new maturity date, while keeping it as a senior secured convertible note.

How were the original CVSI notes structured before this amendment?

CV Sciences previously issued two secured promissory notes: a $1,600,000 note from February 12, 2025 and a $600,000 note from October 6, 2025. These were later amended and restated to become convertible at a fixed price of $0.06 per share before the April 2026 changes.

Filing Exhibits & Attachments

3 documents