CV Sciences (OTCQB: CVSI) issues $600,000 secured note due 2027

Rhea-AI Filing Summary

CV Sciences, Inc. entered into a new note purchase agreement with an institutional investor and issued a secured promissory note with an original principal amount of $600,000. After a $150,000 original issuance discount, a $150,000 payment tied to modifying a prior purchase agreement, and $13,125 of legal and other fees, the Company received net proceeds of $300,000.

The Note is secured by all of the Company’s assets and the assets and intellectual property of its subsidiaries under a Security Agreement and an Intellectual Property Security Agreement dated October 6, 2025. Monthly repayments of $46,153.85 begin on April 6, 2026, with all unpaid amounts due by April 6, 2027, and an 8% discount applies if the Note is fully repaid within six months of closing.

The Note includes customary events of default. On certain events of default, the investor may increase the outstanding balance by 20% or 5%, declare all amounts immediately due, and begin charging interest on the outstanding balance at up to 18% per annum or the maximum rate allowed by law.

Insights

Credit and capital structure analyst

CV Sciences raises $300,000 cash via a heavily structured, secured note.

CV Sciences obtained financing by issuing a secured promissory note with a stated principal of $600,000 but only $300,000 in net proceeds after a $150,000 original issuance discount, a $150,000 modification payment on the prior agreement, and $13,125 of fees. This structure implies a high effective cost of capital even before any default interest.

The debt is secured by all assets of the Company and its subsidiaries, plus a separate security interest over intellectual property, giving the investor strong collateral rights. Scheduled monthly repayments of $46,153.85 start on April 6, 2026 and the final maturity is April 6, 2027, so the cash burden is front‑loaded over a relatively short period.

The Note includes default mechanics that can significantly increase obligations: on specified events of default the investor may increase the outstanding balance by 20% or 5%, accelerate all amounts due, and charge interest up to 18% per year or the legal maximum. An 8% discount is available if the Company repays in full within six months of the closing date, so future disclosures will show how quickly management chooses to retire this obligation.

false0001510964October 7, 2025 00015109642025-10-072025-10-07

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): October 7, 2025

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

On October 6, 2025, CV Sciences, Inc., a Delaware corporation (the “Company”) entered into a note purchase agreement (“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 $600,000 (the “Note”). The transaction closed on October 7, 2025 (“Closing Date”). The Note carries an original issuance discount of $150,000 which was deducted from the proceeds of the Note received by the Company. In addition, the Company paid the Investor $150,000 associated with the modification of the original note purchase agreement (“Original Purchase Agreement”) dated February 12, 2025, as modified on September 12, 2025. As a result, the Company received net proceeds of $300,000 (the “Purchase Price”). In addition, the Company paid $13,125 to the Investor to cover its legal and other fees.

The unpaid amount of the Note, any interest, fees, charges and late fees accrued shall be due and payable on April 6, 2027 (the “Maturity Date”). The Company is required to make monthly repayments to the investor starting on April 6, 2026 of $46,153.85. The Company can pay all or any portion of the outstanding balance earlier than it is due without penalty. In the event the Company repays the Note in full on or before the six month anniversary of the Closing Date, the Company will receive a discount of 8% from the outstanding balance. The Note is secured by all of the Company’s assets and assets of the Company's subsidiaries pursuant to a Security Agreement entered into with the Investor on October 6, 2025 (the “Security Agreement”). In addition, the Company and its subsidiaries entered into an Intellectual Property Security Agreement with the Investor pursuant to which the Company and its subsidiaries granted to the Investor a security interest in the Company's intellectual property. No additional interest will accrue on the Note unless and until an occurrence of an event of default (as discussed below).

The Note provides for customary events of default (each as defined in the Note, 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 may increase the outstanding balance of the Note by 20%, and upon the occurrence of certain Events of Default, the Investor may increase the outstanding balance of the Note by 5%. Upon the occurrence of an Event of Default, the Investor may declare all amounts owed under the Note immediately due and payable. In addition, upon the occurrence of an Event of Default, interest shall 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.

The preceding descriptions of the Purchase Agreement, Note, Security Agreement, and Intellectual Property Security Agreement do not purport to be complete and are qualified in their entirety by the full text of the Purchase Agreement, Note, Security Agreement, and Intellectual Property Security Agreement of which are filed as exhibits to this report and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1		Securities Purchase Agreement dated October 6, 2025 (confidential portions of the exhibit have been omitted where indicated)
10.2		Senior Secured Note due April 6, 2027 (confidential portions of the exhibit have been omitted where indicated)
10.3		Security Agreement dated October 6, 2025 (confidential portions of the exhibit have been omitted where indicated)
10.4		Intellectual Property Security Agreement dated October 6, 2025 (confidential portions of the exhibit have been omitted where indicated)
104		Cover Page Interactive Data File (embedded within the Inline XBRL 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 hereunto duly authorized.

		CV SCIENCES, INC.
Date: October 10, 2025		By:	/s/ Joseph Dowling
			Joseph Dowling
			Chief Executive Officer

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FAQ

What financing agreement did CVSI enter into on October 6, 2025?

CV Sciences, Inc. entered into a note purchase agreement with an institutional investor under which it issued and sold a secured promissory note with an original principal amount of $600,000.

How much cash does CV Sciences (CVSI) receive from the new secured note?

The Company issued a $600,000 secured promissory note but, after a $150,000 original issuance discount, a $150,000 payment related to modifying the original purchase agreement, and $13,125 of fees, it received net proceeds of $300,000.

When are repayments and final maturity for the CVSI secured promissory note?

CV Sciences must begin monthly repayments of $46,153.85 on April 6, 2026, and any remaining unpaid amounts of principal, interest, fees, and charges are due on the maturity date of April 6, 2027.

What collateral secures the new CV Sciences (CVSI) note?

The Note is secured by all of the Company’s assets and the assets of its subsidiaries under a Security Agreement, and by a separate Intellectual Property Security Agreement granting the investor a security interest in the Company’s intellectual property.

What happens if CV Sciences defaults on the secured promissory note?

On an Event of Default, the investor may declare all amounts immediately due, increase the outstanding balance by 20% or 5% depending on the type of default, and begin accruing interest on the outstanding balance at up to 18% per annum or the maximum rate allowed by law.

Is there any benefit to early repayment of the CVSI note?

Yes. If CV Sciences repays the Note in full on or before the six‑month anniversary of the closing date, it will receive an 8% discount from the outstanding balance at that time.