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  4. [8-K] CV Sciences, Inc. Reports Material Event

CV Sciences (CVSI) investors block reverse split but elect directors, ratify auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CV Sciences, Inc. reported results from its 2026 annual stockholder meeting held virtually on June 2, 2026. There were 193,458,420 shares of common stock outstanding as of the April 6, 2026 record date, and 116,234,784 shares, or about 60.1%, were represented by proxy, establishing a quorum.

Stockholders elected three directors to serve until the next annual meeting: Dr. Jamie Corroon, Joseph Dowling, and Bill McCorkle. A proposal to authorize the board to implement a reverse stock split at a ratio between 1-for-10 and 1-for-800 any time before May 30, 2029 was not approved. Stockholders also ratified the selection of Haskell & White LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

  • None.

Negative

  • None.

Insights

Shareholders backed the board slate but blocked a broad reverse split authorization.

CV Sciences’ stockholders elected three directors and ratified the external auditor, indicating broad support for ongoing governance and financial oversight. Participation was moderate, with about 60.1% of outstanding common shares represented by proxy, sufficient to establish a quorum.

The notable outcome is the failure of the wide-range reverse stock split proposal, which sought authority for ratios from 1-for-10 to 1-for-800 through May 30, 2029. Voting was 48,496,747 for, 59,628,926 against, and 8,109,111 abstaining, showing meaningful shareholder resistance to a potentially large capital structure change.

By contrast, the ratification of Haskell & White LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026 passed comfortably with 102,384,289 votes for and relatively limited opposition. Subsequent company disclosures may clarify whether the board intends to revisit any revised capital structure proposals.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding 193,458,420 shares Common stock outstanding as of April 6, 2026 record date
Shares represented at meeting 116,234,784 shares Shares represented by proxy at 2026 annual meeting (~60.1%)
Reverse split for votes 48,496,747 shares Votes for reverse stock split authorization proposal
Reverse split against votes 59,628,926 shares Votes against reverse stock split authorization proposal
Auditor ratification for votes 102,384,289 shares Votes for ratifying Haskell & White LLP for 2026
Director votes – Dr. Corroon 39,505,495 for / 3,183,772 against Election of Dr. Jamie Corroon to board
Director votes – Dowling 37,674,977 for / 4,813,319 against Election of Joseph Dowling to board
Director votes – McCorkle 22,671,092 for / 3,928,542 against Election of Bill McCorkle to board
reverse stock split financial
"a reverse stock split of all outstanding shares of common stock at a ratio of not less than 1-for-10 and not greater than 1-for-800"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
broker non-vote financial
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTE"
independent registered public accounting firm financial
"ratified Haskell & White LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
quorum regulatory
"116,234,784 of the 193,458,420 outstanding shares of common stock entitled to vote, or approximately 60.1%, were represented by proxy at the meeting, and, therefore, a quorum was present"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
proxy financial
"116,234,784 of the 193,458,420 outstanding shares of common stock entitled to vote, or approximately 60.1%, were represented by proxy at the meeting"
A proxy is the authorization a shareholder gives to another person or document to cast votes on their behalf at a company meeting. Think of it like handing someone your voting ticket so they can represent your choices on board elections, executive pay, mergers and other big decisions; it matters because proxies determine who controls the company and which proposals pass, directly affecting share value and investor returns.
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Understanding 8-K Material Events →
false0001510964March 27, 202500015109642025-06-022025-06-02

 

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): June 2, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information contained in Item 5.07 is incorporated by reference herein.

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 2, 2026, CV Sciences, Inc. (the "Company") held the 2026 Annual Meeting in a virtual format. At the close of business on April 6, 2026, the record date for the 2026 Annual Meeting, there were 193,458,420 shares of common stock issued and outstanding, which constituted all of the outstanding capital stock of the Company.

At the 2026 Annual Meeting, 116,234,784 of the 193,458,420 outstanding shares of common stock entitled to vote, or approximately 60.1%, were represented by proxy at the meeting, and, therefore, a quorum was present. The proposals voted on at the 2026 Annual Meeting are more fully described in Proxy Statement, which is incorporated herein by reference.

The final voting results on the proposals presented for stockholder approval at the 2026 Annual Meeting were as follows:

 

Proposal 1 - Election of Directors

The Company's stockholders elected three directors, each to serve until the Company's next Annual Meeting of Stockholders or until his successor is duly elected and qualified, subject to prior death, resignation or removal, as set forth below:

 

NAME

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

Dr. Jamie Corroon

39,505,495

3,183,772

1,078,738

72,466,779

Joseph Dowling

37,674,977

4,813,319

1,279,709

72,466,779

Bill McCorkle

22,671,092

3,928,542

17,168,371

72,466,779

 

Proposal 2 - Reverse Stock Split

The Company's stockholders did not approve the Company's proposal to amend its Certificate of Incorporation, as amended to effect, at the discretion of the Board of Directors, a reverse stock split of all outstanding shares of common stock at a ratio of not less than 1-for-10 and not greater than 1-for-800, such ratio to be determined by the Board of Directors at any time before May 30, 2029, without further approval or authorization from its stockholders, as set forth below:

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

48,496,747

59,628,926

8,109,111

-

 

Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm

The Company's stockholders ratified Haskell & White LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, as set forth below:

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

102,384,289

12,488,529

1,361,966

-

 

1

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit

Number

Description

104

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

 

 

2

 

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: June 4, 2026

By:

/s/ Joseph Dowling

 

Joseph Dowling

 

Chief Executive Officer

 

3

Source: View Original Filing on SEC EDGAR

FAQ

What did CVSI stockholders vote on at the 2026 annual meeting?

CV Sciences stockholders voted on three items: electing three directors, approving a broad reverse stock split authorization, and ratifying Haskell & White LLP as independent registered public accounting firm for 2026. Directors were elected, the reverse split failed, and the auditor was ratified.

Did CVSI approve a reverse stock split at the 2026 meeting?

No, CV Sciences stockholders did not approve the proposed reverse stock split authorization. The vote was 48,496,747 shares for, 59,628,926 against, and 8,109,111 abstaining, so the measure failed to gain sufficient support and the board does not have that authority.

Which directors were elected at CVSI’s 2026 annual meeting?

Stockholders elected three directors: Dr. Jamie Corroon, Joseph Dowling, and Bill McCorkle. Each director will serve until the next annual meeting or until a successor is duly elected and qualified, subject to earlier death, resignation, or removal under the company’s governance rules.

Was the auditor for CV Sciences (CVSI) ratified for 2026?

Yes, stockholders ratified Haskell & White LLP as CV Sciences’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 102,384,289 votes for, 12,488,529 against, and 1,361,966 abstentions, indicating strong overall support for the firm’s appointment.

How many CVSI shares were outstanding and represented at the 2026 meeting?

CV Sciences had 193,458,420 shares of common stock outstanding as of the April 6, 2026 record date. At the annual meeting, 116,234,784 shares were represented by proxy, representing approximately 60.1% of the outstanding common stock and establishing a valid quorum.

What was the purpose of CVSI’s reverse stock split proposal?

The reverse split proposal sought to amend the certificate of incorporation to let the board, at its discretion, implement a reverse stock split between 1-for-10 and 1-for-800 before May 30, 2029 without further stockholder approval, but this broad authorization did not receive stockholder approval.

Filing Exhibits & Attachments

1 document

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