0001510964falseFYhttp://fasb.org/us-gaap/2023#ProductMemberhttp://fasb.org/us-gaap/2023#ProductMemberP2YP10Yhttp://fasb.org/us-gaap/2023#SellingGeneralAndAdministrativeExpensehttp://fasb.org/us-gaap/2023#SellingGeneralAndAdministrativeExpense0.10.0025P2Y0001510964us-gaap:FairValueInputsLevel1Member2022-12-310001510964us-gaap:ConvertibleDebtMembercvsi:AlternativeConversionPriceOptionTwoMember2021-11-142021-11-140001510964cvsi:UnsecuredNotePayableMembercvsi:FirstInsuranceFundingMember2022-11-300001510964us-gaap:MeasurementInputExpectedTermMember2023-12-310001510964us-gaap:OperatingIncomeLossMember2022-01-012022-12-310001510964us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310001510964us-gaap:EmployeeStockOptionMember2022-01-012022-12-310001510964cvsi:FormerPresidentandCEOMember2023-01-012023-12-310001510964us-gaap:ConvertibleDebtMember2021-11-142021-11-140001510964us-gaap:EmployeeStockOptionMembercvsi:FormerPresidentandCEOMember2017-03-012017-03-310001510964cvsi:ECommMemberus-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueNetMember2022-01-012022-12-310001510964us-gaap:ConvertibleDebtMembercvsi:DefaultMember2021-11-140001510964cvsi:OptionsOutsidePlanMember2023-12-310001510964us-gaap:TradeNamesMember2021-12-3100015109642021-12-310001510964us-gaap:NonUsMember2023-12-310001510964us-gaap:CommonStockMember2022-01-012022-12-310001510964cvsi:Amended2013PlanMember2022-03-012022-03-310001510964us-gaap:CustomerRelationshipsMember2022-12-310001510964us-gaap:InProcessResearchAndDevelopmentMember2023-12-310001510964us-gaap:ConvertibleDebtMembercvsi:AlternativeConversionPriceOptionOneMember2021-11-142021-11-140001510964us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310001510964cvsi:ECommMember2023-01-012023-12-310001510964us-gaap:ConvertibleDebtMember2023-01-012023-12-310001510964us-gaap:MeasurementInputExpectedDividendRateMember2023-12-310001510964cvsi:WarrantsWith01000ExercisePriceMember2022-03-300001510964cvsi:QuarterToDateMember2022-12-310001510964us-gaap:StockOptionMember2023-01-012023-12-310001510964cvsi:FormerPresidentandCEOMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2019-01-012019-12-310001510964us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001510964cvsi:StatesOtherThanCaliforniaMemberus-gaap:StateAndLocalJurisdictionMember2023-12-3100015109642022-05-312022-05-310001510964cvsi:Amended2013PlanMember2022-03-302022-03-3000015109642023-06-300001510964us-gaap:EmployeeStockOptionMembercvsi:FormerPresidentandCEOMember2019-01-012019-12-310001510964cvsi:WarrantsWith01000ExercisePriceMember2023-12-310001510964cvsi:CulturedFoodsMember2023-12-070001510964cvsi:RetailNaturalProductsAndOtherMember2023-01-012023-12-310001510964cvsi:CulturedFoodsNotePayableMember2023-12-310001510964cvsi:CulturedFoodsMember2023-12-072023-12-0700015109642022-03-302022-03-300001510964us-gaap:NonUsMember2022-12-310001510964us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001510964us-gaap:FairValueInputsLevel2Member2023-12-310001510964cvsi:ECommMember2022-01-012022-12-310001510964us-gaap:ConvertibleDebtMember2021-11-140001510964cvsi:Amended2013PlanMember2019-06-110001510964cvsi:UnsecuredNotePayableMembercvsi:PremiumFinanceAgreementOctober2023Member2023-10-012023-10-310001510964us-gaap:EmployeeStockOptionMembercvsi:FormerPresidentandCEOMember2023-01-012023-12-310001510964us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueNetMember2022-01-012022-12-310001510964cvsi:WarrantsWith00875ExercisePriceMember2022-12-310001510964cvsi:StreetervilleCapitalLLCMembercvsi:SecuredPromissoryNoteMember2022-08-012022-08-310001510964us-gaap:AdditionalPaidInCapitalMember2022-12-310001510964us-gaap:CustomerRelationshipsMember2023-12-310001510964srt:MaximumMemberus-gaap:StockOptionMember2023-01-012023-12-310001510964srt:MaximumMembercvsi:Amended2013PlanMemberus-gaap:StockOptionMember2023-01-012023-12-310001510964us-gaap:WarrantMember2022-01-012022-12-310001510964us-gaap:CommonStockMember2021-12-310001510964us-gaap:RetainedEarningsMember2022-01-012022-12-310001510964us-gaap:ConvertibleDebtMembercvsi:AlternativeConversionPriceOptionOneMember2021-11-1400015109642023-12-310001510964us-gaap:PerformanceSharesMember2022-01-012022-12-310001510964us-gaap:AdditionalPaidInCapitalMember2021-12-310001510964us-gaap:EmployeeStockOptionMembercvsi:FormerPresidentandCEOMember2023-12-310001510964cvsi:FirstInsuranceFundingMember2023-12-310001510964cvsi:RetailNaturalProductsAndOtherMember2022-01-012022-12-310001510964us-gaap:RetainedEarningsMember2021-12-310001510964us-gaap:CommonStockMember2022-12-310001510964us-gaap:ConvertibleDebtMember2022-05-170001510964us-gaap:CommonStockMember2023-12-310001510964us-gaap:RestrictedStockUnitsRSUMember2019-01-012019-12-310001510964srt:MaximumMember2022-03-302022-03-300001510964us-gaap:CustomerRelationshipsMember2021-12-310001510964cvsi:ECommMemberus-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueNetMember2023-01-012023-12-310001510964us-gaap:ConvertibleDebtMember2022-12-310001510964cvsi:OptionsOutsidePlanMember2023-01-012023-12-310001510964us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310001510964us-gaap:TradeNamesMember2022-01-012022-12-310001510964us-gaap:SeriesAPreferredStockMember2022-03-302022-03-300001510964cvsi:CulturedFoodsMember2023-12-310001510964us-gaap:NotesPayableOtherPayablesMembercvsi:StreetervilleCapitalLLCMember2022-08-012022-08-310001510964us-gaap:InProcessResearchAndDevelopmentMember2022-01-012022-12-310001510964us-gaap:ConvertibleDebtMembercvsi:DefaultMember2022-01-012022-12-310001510964cvsi:CulturedFoodsMember2023-01-012023-12-310001510964us-gaap:CaliforniaFranchiseTaxBoardMemberus-gaap:StateAndLocalJurisdictionMember2023-12-310001510964cvsi:SanDiegoFacilityMember2022-04-300001510964cvsi:Amended2013PlanMemberus-gaap:StockOptionMembersrt:MinimumMember2023-01-012023-12-310001510964us-gaap:MachineryAndEquipmentMember2023-12-310001510964us-gaap:CustomerRelationshipsMember2023-01-012023-12-310001510964us-gaap:PendingLitigationMembercvsi:OtildaLamontLitigationMember2023-09-300001510964cvsi:After2017Memberus-gaap:DomesticCountryMember2023-12-310001510964us-gaap:PreferredStockMember2022-01-012022-12-310001510964us-gaap:EmployeeStockOptionMember2019-01-012019-12-310001510964cvsi:WarrantsWith01000ExercisePriceMember2022-12-310001510964us-gaap:DomesticCountryMember2023-12-3100015109642022-05-010001510964us-gaap:StockOptionMembersrt:MinimumMember2023-01-012023-12-3100015109642022-05-310001510964us-gaap:InProcessResearchAndDevelopmentMember2021-12-310001510964cvsi:A2023EquityIncentivePlanMember2023-12-310001510964us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001510964srt:MinimumMember2022-03-302022-03-3000015109642022-12-310001510964us-gaap:FairValueInputsLevel3Member2022-12-3100015109642022-03-300001510964us-gaap:FairValueInputsLevel3Member2023-12-310001510964us-gaap:ConvertibleDebtMember2022-01-012022-12-310001510964us-gaap:OfficeEquipmentMember2023-12-310001510964us-gaap:MeasurementInputPriceVolatilityMember2023-12-310001510964us-gaap:CustomerConcentrationRiskMemberus-gaap:AccountsPayableMembercvsi:OneSupplierForOnlineMarketingServicesMember2022-01-012022-12-310001510964us-gaap:CustomerConcentrationRiskMembercvsi:OneSupplierForOnlineMarketingServicesMemberus-gaap:AccountsPayableMember2023-01-012023-12-310001510964us-gaap:ShippingAndHandlingMember2022-01-012022-12-310001510964us-gaap:TradeNamesMember2023-01-012023-12-310001510964cvsi:StreetervilleCapitalLLCMember2023-01-012023-12-310001510964us-gaap:AdditionalPaidInCapitalMember2023-12-310001510964us-gaap:OfficeEquipmentMember2022-12-310001510964us-gaap:NotesPayableOtherPayablesMembercvsi:StreetervilleCapitalLLCMember2022-08-310001510964us-gaap:WarrantMember2023-01-012023-12-310001510964us-gaap:TradeNamesMember2022-12-3100015109642022-06-060001510964us-gaap:ConvertibleDebtMember2022-03-250001510964us-gaap:OperatingIncomeLossMember2023-01-012023-12-3100015109642023-01-012023-12-310001510964us-gaap:RestrictedStockUnitsRSUMembercvsi:FormerPresidentandCEOMember2019-01-012019-12-310001510964us-gaap:EmployeeStockOptionMember2023-01-012023-12-310001510964us-gaap:CommonStockMember2023-01-012023-12-310001510964us-gaap:PrepaidExpensesAndOtherCurrentAssetsMembercvsi:FormerPresidentandCEOMember2020-10-012020-12-310001510964us-gaap:MeasurementInputRiskFreeInterestRateMember2023-12-310001510964us-gaap:StockOptionMember2022-01-012022-12-310001510964us-gaap:NotesPayableOtherPayablesMember2022-12-310001510964cvsi:WarrantsWith00875ExercisePriceMember2023-12-310001510964us-gaap:WarrantMember2023-01-012023-12-310001510964us-gaap:PreferredStockMember2023-01-012023-12-3100015109642024-03-240001510964cvsi:Amended2013PlanMemberus-gaap:StockOptionMember2023-01-012023-12-3100015109642020-01-012020-12-310001510964us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueNetMember2023-01-012023-12-310001510964us-gaap:CustomerRelationshipsMember2022-01-012022-12-310001510964us-gaap:TradeNamesMember2023-12-310001510964us-gaap:ConvertibleDebtMember2022-03-252022-03-250001510964us-gaap:RetainedEarningsMember2023-12-310001510964us-gaap:AccruedLiabilitiesMembercvsi:FormerPresidentandCEOMember2023-12-310001510964us-gaap:RetainedEarningsMember2023-01-012023-12-310001510964us-gaap:SubsequentEventMemberus-gaap:CommonStockMember2024-03-282024-03-280001510964us-gaap:PreferredStockMember2023-12-310001510964us-gaap:InProcessResearchAndDevelopmentMember2023-01-012023-12-310001510964us-gaap:CustomerConcentrationRiskMembercvsi:OneSupplierOfShippingAndFulfillmentServicesMemberus-gaap:AccountsPayableMember2023-01-012023-12-310001510964srt:MaximumMember2023-12-3100015109642022-06-050001510964cvsi:UnsecuredNotePayableMembercvsi:FirstInsuranceFundingMember2022-11-012022-11-300001510964cvsi:CulturedFoodsNotePayableMember2023-01-012023-12-3100015109642022-01-012022-12-310001510964us-gaap:ShippingAndHandlingMember2023-01-012023-12-310001510964cvsi:RetailNaturalProductsAndOtherMemberus-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueNetMember2022-01-012022-12-310001510964cvsi:FormerPresidentandCEOMember2019-12-310001510964us-gaap:CustomerConcentrationRiskMembercvsi:OneSupplierOfShippingAndFulfillmentServicesMemberus-gaap:AccountsPayableMember2022-01-012022-12-310001510964cvsi:UnsecuredNotePayableMembercvsi:PremiumFinanceAgreementOctober2023Member2023-12-310001510964cvsi:WarrantsWith00875ExercisePriceMember2022-03-300001510964us-gaap:PerformanceSharesMember2023-01-012023-12-310001510964us-gaap:FairValueInputsLevel1Member2023-12-310001510964us-gaap:ConvertibleDebtMember2022-08-182022-08-180001510964us-gaap:PreferredStockMember2021-12-310001510964cvsi:UnsecuredNotePayableMembercvsi:FirstInsuranceFundingMember2023-12-310001510964us-gaap:FairValueInputsLevel2Member2022-12-310001510964cvsi:UnsecuredNotesPayableMember2023-01-012023-12-310001510964cvsi:A2023EquityIncentivePlanMember2023-06-010001510964us-gaap:InProcessResearchAndDevelopmentMember2022-12-3100015109642022-03-290001510964us-gaap:PrepaidExpensesAndOtherCurrentAssetsMembercvsi:FormerPresidentandCEOMember2019-06-3000015109642022-04-012022-04-300001510964us-gaap:AccruedLiabilitiesMembercvsi:FormerPresidentandCEOMember2022-12-310001510964us-gaap:EmployeeStockOptionMembercvsi:FormerPresidentandCEOMember2016-07-012016-07-310001510964cvsi:UnsecuredNotePayableMembercvsi:PremiumFinanceAgreementOctober2023Member2023-10-310001510964srt:MaximumMemberus-gaap:OfficeEquipmentMember2023-12-310001510964cvsi:RetailNaturalProductsAndOtherMemberus-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueNetMember2023-01-012023-12-310001510964us-gaap:DomesticCountryMembercvsi:Before2018Member2023-12-310001510964cvsi:Amended2013PlanMember2022-12-310001510964cvsi:A2023EquityIncentivePlanMember2023-06-012023-06-010001510964cvsi:Amended2013PlanMember2023-01-012023-01-010001510964cvsi:UnsecuredNotesPayableMember2022-01-012022-12-310001510964cvsi:FirstInsuranceFundingMember2022-12-310001510964cvsi:Amended2013PlanMember2023-01-010001510964us-gaap:OfficeEquipmentMembersrt:MinimumMember2023-12-310001510964cvsi:ConvertiblePromissoryNotesMembercvsi:StreetervilleCapitalLLCMember2023-01-012023-12-3100015109642022-08-182022-08-180001510964us-gaap:RetainedEarningsMember2022-12-310001510964us-gaap:PreferredStockMember2022-12-31cvsi:Tradingdayiso4217:USDxbrli:sharesxbrli:pureutr:sqftxbrli:sharescvsi:Dayscvsi:Votecvsi:Segmentiso4217:USDutr:Y
Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2023

 

Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from _________ to _________

 

Commission File Number: 000-54677

 

CV Sciences, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

80-0944974

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

9530 Padgett Street,

Suite 107, San Diego,

 

CA 92126

(Address of principal executive offices)

 

(Zip Code)

 

Registrants telephone number, including area code 866-290-2157

 

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

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

Common Stock, $0.0001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

The aggregate market value of the registrant's common stock held by non-affiliates as of June 30, 2023, the last day of the registrant's most recently completed second fiscal quarter, based upon the closing price of the registrant's common stock as reported by the OTC:QB Marketplace on such date, was approximately $6 million. This calculation does not reflect a determination that persons are affiliates for any other purposes.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

As of March 24, 2024, the issuer had 163,228,469 shares of issued and outstanding common stock, par value $0.0001.

DOCUMENTS INCORPORATED BY REFERENCE.

Certain portions of the registrant’s definitive proxy statement to be delivered to its shareholders in connection with the registrant’s 2024 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K. Such definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

 


Table of Contents

 

CV SCIENCES, INC.

FORM 10-K

TABLE OF CONTENTS

PAGE

PART I

Item 1.

BUSINESS

1

Item 1A.

RISK FACTORS

9

Item 1B.

UNRESOLVED STAFF COMMENTS

9

Item 1C.

CYBERSECURITY

9

Item 2.

PROPERTIES

9

Item 3.

LEGAL PROCEEDINGS

10

Item 4.

MINE SAFETY DISCLOSURES

10

PART II

 

Item 5.

MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

11

Item 6.

[RESERVED]

11

Item 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

12

Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

22

Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

22

Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

22

Item 9A.

CONTROLS AND PROCEDURES

22

Item 9B.

OTHER INFORMATION

23

Item 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

23

PART III

Item 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

24

Item 11.

EXECUTIVE COMPENSATION

24

Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

24

Item 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

24

Item 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

24

PART IV

Item 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

25

Item 16.

FORM 10-K SUMMARY

25

SIGNATURES

30

 

i


Table of Contents

 

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Securities and Exchange Commission (the “SEC”). Our SEC filings are available to the public on the SEC’s Internet site at http://www.sec.gov.

In addition, on our Internet website, http://www.cvsciences.com, we post the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. The contents of our website are not incorporated in or otherwise to be regarded as part of this Annual Report on Form 10-K (this "Annual Report").

When we use the terms “CV Sciences,” the “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.

FORWARD LOOKING STATEMENTS

This Annual Report, the other reports, statements, and information that the Company has previously filed with or furnished to, or that we may subsequently file with or furnish to, the SEC and public announcements that we have previously made or may subsequently make include, may include, or may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements provided by that Act. To the extent that any statements made in this Annual Report contain information that is not historical, these statements are forward-looking. Forward-looking statements can be identified by the use of words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, marketability of our products; legal and regulatory risks associated with the industries in which we operate, our operation in foreign countries, and the OTC Markets; our ability to successfully integrate acquired businesses into our own; our ability to raise additional capital to finance our activities; the future trading of our common stock; our ability to operate as a public company; our ability to protect our proprietary information; general economic and business conditions; the volatility of our operating results and financial condition; the volatility of our stock price; our ability to attract or retain qualified senior management personnel; the risk that our results could be adversely affected by natural disaster, public health crises (such as the outbreak of Coronavirus, or COVID-19), political crises, war, negative global climate patterns, or other catastrophic events; and other risks detailed from time to time in our filings with the SEC, or otherwise.

Information regarding market and industry statistics contained in this Annual Report is included based on information available to us that we believe to be accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications stated above and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do 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 these forward-looking statements.

ii


Table of Contents

 

PART I

ITEM 1. BUSINESS

Overview

CV Sciences, Inc. ("CV Sciences," the "Company," "we," "our" or "us") is 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 business-to-business ("B2B") to business-to-consumer ("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.

On December 7, 2023, we acquired Cultured Foods Sp. z.o.o., a limited liability company organized under the laws of Poland ("Cultured Foods"). Cultured Foods is a leading European manufacturer and distributor of plant-based protein products. Our plant-based food products are sold under the Culture Foods brand.

Our primary offices and facilities are located in San Diego, California, and Warsaw, Poland.

We also operate a drug development program focused on developing and commercializing cannabidiol ("CBD")-based novel therapeutics.

Our common stock is traded on the OTC:QB market, under the trading symbol CVSI.

Current Operations

We currently manufacture and distribute more than 50 products and intend to continue to add new products to our portfolio to enhance our line of hemp-based CBD, herbal supplements, and plant-based foods. We also expect to develop and launch new product lines and brands to address consumer needs and demand.

Our Mission:

Our mission is to improve quality of life through nature and science.

Our Core Values:

Provide the best products.
Look to nature and lean into science to create extraordinary products that transform health, so people can best navigate the course of their lives.
Have a net positive impact on our customers, our employees, and our planet.
Produce convenient and sustainable alternatives to the foods everybody loves.

We develop, manufacture, market and sell herbal supplements, CBD products and plant-based food products under the following brands: +PlusCBD™ and Cultured FoodsTM in the healthcare market sector, including nutraceutical, beauty care, specialty foods, and pet products.

+PlusCBD™ - Our award-winning line of products available in softgel, tinctures, topicals, and gummies. It was our first brand to market, released in 2014, and is the top-selling brand of hemp-derived CBD in the natural product retail market. +PlusCBD™ is backed by published research, third party safety testing, and rigorous quality standards.

1


Table of Contents

 

In addition, products under our +PlusCBD™ Pet brand offer all the hemp extract benefits offered by +PlusCBD™ for human use, but they are formulated just for cats and dogs. +PlusCBD™ Pet provides physical and emotional support to help address the stress and physical discomfort keeping pets from being their best. Available in easy to use liquids and flavors: beef, chicken, and peanut butter.

Cultured FoodsTM - Products under our Cultured FoodsTM brand are currently being distributed in Europe. Our products are entirely plant-based, natural, gluten-free and shelf-stable.

During the year ended December 31, 2023, we rebranded certain products under our previous ProCBDTM and HappyLaneTM brands and started selling them under our +PlusCBDTM brand. Hemp-based CBD is one of more than 100 cannabinoids found in hemp and is non-psychoactive. Our U.S. based operations oversee our raw material supply chain, raw material processing, product development and manufacturing, and sales and marketing. We will continue to scale operations to accommodate market conditions.

We are also developing cannabinoids intended to treat medical indications. Cannabinoids are compounds derived from the Cannabis sativa plant, which contains two primary cannabinoids, CBD and tetrahydrocannabinol (“THC”). Clinical and preclinical data suggest that CBD has promising results in treating a range of medical indications. We acquired drug development assets utilizing CBD as the active pharmaceutical ingredient in our CanX acquisition in December 2015.

Our product candidate, CVSI-007, combines CBD and nicotine in treatment of smokeless tobacco use and addiction. There are currently no drugs approved by the U.S. Food and Drug Administration (“FDA”) for treatment of smokeless tobacco use and addiction. The worldwide smokeless tobacco addiction treatment market is estimated at greater than $2 billion. We believe this product candidate will provide treatment options for this significant unmet medical need. CVSI-007 is based on proprietary formulations, processes and technology. In May 2016, we filed a patent application for the technology implemented for CVSI-007 with the U.S. Patent and Trademark Office ("USPTO"). On May 19, 2020, we received a formal notice of issuance from the USPTO for our patent application 15/426,617. The patent covers methods of treating smokeless tobacco addiction by administering pharmaceutical formulations containing CBD and nicotine. We have similar patent protection in other key markets throughout the world. As of December 31, 2023, our patent has been granted in 10 countries, including the United States, Australia, Canada, Germany, Spain, France, Great Britain, Italy, Netherlands, and Japan.

We plan to continue our development efforts as we seek approval from the FDA to commercialize the world's first and only FDA-approved treatment for smokeless tobacco addiction. We have relationships with qualified parties and contract research organizations for our preclinical research and Investigational New Drug application (“IND”) preparation and development. Further development efforts require significant investment and we are looking for strategic partners to further advance our efforts. Commercialization of future specialty pharmaceutical products in the United States and other territories may rely on licensing and co-promotion agreements with strategic partners. If we choose to build a commercial infrastructure to support marketing in the United States, such commercial infrastructure could include a sales organization, internal sales support, an internal marketing group and distribution support. However, we anticipate that building such a commercial infrastructure will require significant investment.

During the year ended December 31, 2023, we continued to make strategic cost reductions, including reductions in employee headcount, vendor spending, and the delaying of certain expenses related to our drug development activities in order to ensure the success of our business.

Description of our Subsidiaries

CV Sciences was incorporated under the name Foreclosure Solutions, Inc. in the State of Texas on December 9, 2010. On July 25, 2013, CannaVest Corp., a Texas corporation (“CannaVest Texas”), merged with CV Sciences, a wholly-owned Delaware subsidiary of CannaVest Texas, to effectuate a change in the Company’s state of incorporation from Texas to Delaware. On January 4, 2016, we filed a Certificate of Amendment of Certificate of Incorporation reflecting our corporate name change to “CV Sciences, Inc.”, effective on January 5, 2016. In addition, on January 4, 2016, we amended our Bylaws to reflect our corporate name change to “CV Sciences, Inc.”

On December 7, 2023, we acquired Cultured Foods, a limited liability company organized under the laws of Poland.

2


Table of Contents

 

Government Regulation

We are subject to local and federal laws and regulations pertaining to the sale of hemp derived CBD products in our operating jurisdictions. We maintain required licenses for sourcing, manufacturing, and distribution; we also monitor changes in laws, regulations, treaties, and agreements on a continuous basis. We derive our revenue from the manufacture, marketing and distribution of hemp extracts and other proven, science-backed, natural ingredients and products. All applicable legislation is a matter of public record, and we are unable to predict what additional legislation or amendments governments may enact in the future. Changes to government regulation could impact our existing and planned operations or increase our operating expenses, which could have an adverse effect on our financial condition, results of operations and cash flows.

The Agriculture Improvement Act of 2018, known as the "2018 Farm Bill", is United States federal legislation signed into law on December 20, 2018, that provides the legal framework for hemp-based products. The 2018 Farm Bill permanently removed “hemp” from the purview of the Controlled Substances Act, and accordingly, the U.S. Drug Enforcement Administration (“DEA”) no longer has any claim to interfere with the interstate commerce of hemp products. One of the immediate impacts from this legislation included the ability for hemp farmers to access crop insurance and U.S. Department of Agriculture (“USDA”) programs for competitive grants.

Notwithstanding the removal of the DEA from enforcement of hemp regulations, the FDA retains authority to regulate ingestible and topical hemp products, including hemp extracts that contain CBD, at the federal level. Moreover, states have retained regulatory authority through their own analogues to the Federal Food, Drug, and Cosmetic Act ("FDCA"), and the laws and regulations of certain states diverge from the laws and regulations of other states as well as from the federal treatment of the use of hemp as, or in, food, dietary supplements or cosmetic products. Each state also has a certain level of discretion to develop and implement its own laws and regulations governing the manufacturing, composition, marketing, labeling and sale of hemp products, which has created a patchwork of different regulatory schemes applicable to such products throughout the U.S. We actively monitor federal and state regulations and proposed regulations to ensure compliance.

In conjunction with the enactment of the 2018 Farm Bill, the FDA released a statement about the regulatory status of CBD. The statement noted that the 2018 Farm Bill explicitly preserved the FDA’s authority to regulate products containing cannabis or cannabis-derived compounds under the FDCA and Section 351 of the Public Health Service Act. This authority allows the FDA to continue enforcing the law to protect the public while also providing potential regulatory pathways for products containing cannabis and cannabis-derived compounds. The statement also noted the growing public interest in cannabis and cannabis-derived products, including CBD, and informed the public that the FDA will treat products containing cannabis or cannabis-derived compounds as it does any other FDA-regulated products — meaning the products will be subject to the same authorities and requirements as FDA-regulated products containing any other substance, regardless of the source of the substance, including whether the substance is derived from a plant that is classified as hemp under the 2018 Farm Bill. The FDA’s CBD enforcement discretion and regulatory actions with regards to CBD provide regulatory guidance to the CBD industry.

The FDA has consistently taken the position that CBD is prohibited from use as an ingredient in food and dietary supplements. This stems from its interpretation of the exclusionary clauses in the FDCA because CBD has been approved as a prescription drug and is the subject of substantial clinical investigations as a drug, which have been made public. The exclusionary clauses under the FDCA provide that a substance that has been approved or has been subject to substantial clinical investigations as a drug may not be used in a food or dietary supplement, unless the substance was first marketed in a food or dietary supplement prior to the initiation of substantial clinical investigations of the substance as a drug. The exclusionary clause does not apply to cosmetics. Cosmetics containing CBD could be viewed as drug products by the FDA if disease claims are made, or if the FDA determines the use of CBD in the product has a structure or function effect on the body (i.e., a drug effect).

To date, and to our knowledge based upon publicly available information, the FDA has neither issued regulations elaborating on the exclusionary clauses nor has it taken any enforcement action in the courts asserting a violation of the exclusionary clauses. However, the FDA has issued a number of warning letters to companies unlawfully marketing CBD products. In many of these cases, the manufacturers made unsubstantiated claims about the product being effective for the treatment of medical conditions (e.g., cancer, Alzheimer’s disease, opioid withdrawal, anxiety and COVID-19), despite not having obtained drug approvals. Other warning letters were issued to companies for a

3


Table of Contents

 

variety of reasons, including: marketing CBD products as dietary supplements despite those products which contain CBD not meeting the definition of a dietary supplement; adding CBD to human and animal foods and marketing CBD products for infants and children and other vulnerable populations; selling CBD products that people may confuse for traditional foods or beverages and that may result in unintentional consumption or overconsumption of CBD; and selling unapproved animal drugs containing CBD that are intended for use in food-producing animals. Some of these letters were co-signed by the U.S. Federal Trade Commission ("FTC") and cited the companies for making claims about the efficacy of CBD and other ingredients which were not substantiated by competent and reliable scientific evidence. In December 2020, the FTC announced it had entered into settlement agreements with six companies marketing CBD products including oils, gummies, creams, and others with deceptive health claims about serious health conditions. The settlements included monetary penalties ranging from $20,000 to $85,000. The FTC announced another such enforcement action and settlement in May 2021, ordering consumer redress of over $30,000. The FDA has also issued warning letters to dietary supplement manufacturers objecting to the designation of CBD infused products as dietary supplements on the basis that CBD was not a permissible dietary supplement ingredient.

The FDA periodically updates its “Consumer Update” on CBD. Through these Consumer Updates, the FDA has noted that it has approved only one CBD product, a prescription drug product to treat three rare, severe forms of epilepsy. The FDA has also stated that it is illegal to market CBD by adding it to a food or labeling it as a dietary supplement, that the FDA has seen only limited data about CBD safety, which data indicates that there are real risks that need to be considered before taking CBD for any reason and that some CBD products are being marketed with unproven medical claims and are of unknown quality.

The FDA has stated that it recognizes the potential opportunities and significant interest in drug and other consumer products containing CBD, is committed to evaluating the agency’s regulatory policies related to CBD and has established a dedicated internal working group, the Cannabis Product Committee, to explore potential pathways for various types of CBD products to be lawfully marketed. The FDA held a public hearing in May 2019 to obtain scientific data and information about the safety, manufacturing, product quality, marketing, labeling and sale of products containing cannabis or cannabis-derived compounds. The rules and regulations and enforcement in this area continue to evolve and develop. In July 2020, the FDA sent to the White House Office of Management and Budget (the “OMB”) for review a draft guidance, “Cannabidiol Enforcement Policy,” the details of which were not made public. This guidance remained under review at the OMB until January 2021, when it was withdrawn by the FDA as a part of the regulatory moratorium Executive Order issued by President Biden. On January 26, 2023, the FDA stated its views publicly that a new regulatory pathway for CBD is needed and it is prepared to work with Congress to create such a pathway. The timeline for further CBD policy development remains uncertain while the administration and the FDA face competing regulatory priorities.

On January 26, 2023, the FDA issued a statement denying three citizen petitions that had asked the agency to conduct rule making to allow the marketing of CBD products as dietary supplements, and further stated a new regulatory pathway would benefit consumers by providing safeguards and oversight to manage and minimize risks related to CBD products. The agency suggested that Congress create a new regulatory pathway that balances individuals' access to CBD products with the necessary oversight to manage risks, adding it is prepared to work with Congress on this matter.

Currently, the timing for legislation that may include a new potential regulatory pathway for CBD developed by the FDA is uncertain. While authorizing legislation could be introduced in 2024, the FDA's development and implementation of a new pathway would likely take several years. As such, it is possible Congress may move forward with H.R. 1629, the "Hemp and Hemp-Derived CBD Consumer Protection and Market Stabilization Act of 2023" or similar legislation that would authorize a pathway for hemp-derived CBD in a more efficient manner, and would permit the use of CBD in dietary supplements and/or food.

In October 2021, Assembly Bill 45 passed in California, permitting the retail sale of products containing hemp-derived CBD including dietary supplements, topicals, over-the-counter and pet products. Pursuant to Assembly Bill 45, manufacturers of hemp-derived CBD dietary supplements must comply with certain testing and labeling requirements, and must register with the State Department of Public Health.

The regulations applicable to the sale of products containing hemp-derived CBD vary from state to state. As of December 31, 2023, several states, including, but not limited to, Alaska, Florida, Maryland, Minnesota, New York,

4


Table of Contents

 

Utah, and Virginia, have adopted new regulations that will impact our ability to sell certain products as currently formulated or packaged in these states. Many of these states have also implemented new THC/CBD limits, age verification, labeling and packaging requirements. We continue to assess the business and financial impact of the new regulations, including steps that can be taken to address the new product formulation and labeling requirements, as well as costs and potential revenue impact and anticipated timing for such impact to us in these states.

We are subject to federal and state consumer protection laws, including laws protecting the privacy of customer non-public information; the handling of customer complaints; the requirement to provide warnings about exposures to chemicals with adverse health effects; and regulations prohibiting unfair and deceptive trade practices.

The growth and demand for online commerce has resulted in more stringent consumer protection laws, at both state and federal levels, that impose additional compliance burdens on online companies. These laws cover issues such as user privacy, spyware and the tracking of consumer activities, marketing e-mails and communications, other advertising and promotional practices, money transfers, pricing, product safety, content and quality of products and services, taxation, electronic contracts and other communications and information security.

We are subject to numerous similar and other laws and regulations outside the U.S. for the sale of our plant-based food products, including but not limited to laws and regulations governing food safety, occupational health and safety, anti-corruption and data privacy, including the European Union General Data Protection Regulation. Certain jurisdictions have either imposed, or are considering imposing, product labeling requirements or other limitations on the marketing or sale of certain of our products.

There is uncertainty over whether or how existing laws governing issues such as sales and other taxes, auctions, libel, and personal privacy apply to the internet and commercial online services. These issues are predicted to take years to resolve. For example, tax authorities in some states, as well as a Congressional advisory commission, are currently reviewing the appropriate tax treatment of companies engaged in online commerce. Furthermore, new state tax regulations may subject CV Sciences to additional state sales and income taxes. Other areas that may result in significant additional taxes or regulatory restrictions include, without limitation, new legislation or regulation; the application of laws and regulations from jurisdictions whose laws do not currently apply, or the application of existing laws and regulations to the internet and commercial online services. These taxes or restrictions could have an adverse effect on our cash flow, output, and overall financial condition. Furthermore, there is a possibility that we may be financially responsible for past failures to comply with requirements.

Sales and Distribution

Our products are currently sold online through our websites (www.pluscbdoil.com and www.cvsciences.com), select distributors, brick and mortar retailers, and select e-tailers. We have relationships with wholesalers, distributors and retailers across the food, drug and mass ("FDM"), natural product, specialty, and professional market industries. We utilize our knowledgeable partners to display and present our products to customers in their brick and mortar stores. These relationships are important to ensure consumers across a variety of sales channels have access to our products. These partnerships and our expansive distribution allow us to build consumer trust in our brand and products. We have additional partners in the natural product channel to service our retail customers by stocking and displaying products and explaining product attributes and health benefits. For the year ended December 31, 2023, we sold products into more than 2,700 brick and mortar stores. We also utilize e-commerce platforms to reach consumers and guide them through the CBD buying process as we believe consumers rely heavily on digital research.

33% of our net revenue for the year ended December 31, 2023 was from new products launched since January 1, 2022. During this time period, we launched 28 new hemp-based products.

Our plant-based food products are predominantly sold in Europe and primarily in the retail space. Typically, we sell our plant-based food products to distributors for a specific territory within Europe.

Markets, Geography, Seasonality, and Major Customers

Our hemp-based products are predominantly sold in North America and primarily in the retail space. Based on our current and historical balance sheets and statement of operations, it does not appear that our business or operations

5


Table of Contents

 

experience any seasonality with respect to our sales, as any such seasonality appears to be unpredictable. Although we believe our customers’ historical buying patterns and budgetary cycles may be a factor that impacts our annual and quarterly sales results, we are not able to reliably predict our sales based on seasonality because outside factors (timing of orders, introduction of new products, and other economic factors impacting our industry) can also substantially impact our sales patterns during the year.

Furthermore, because the majority of our sales are spread amongst various retailers, distributors, and direct consumers, our three largest customers accounted for an aggregate of approximately 7% of our total sales in the year ended December 31, 2023. As a result, we do not believe our financial condition and results of operations is dependent on any one particular major customer.

Our plant-based food products are predominantly sold in Europe and primarily in the retail space. The plant-based food market has been growing in Europe and is well developed in the certain parts of Europe. Northern and western parts of Europe are more developed than the southern and south-eastern regions, such as Italy, Spain, Greece, Balkans, Romania, and Bulgaria. Typically, we sell our plant-based food products to distributors for a specific territory within Europe.

Working Capital Items

We believe that our inventory levels are currently adequate for our short-term needs based upon present level of demand. We consider our products to be generally available and current suppliers to be reliable and capable of satisfying anticipated needs.

Competition

The CBD-based consumer product industry is highly competitive and fragmented with numerous companies, consisting of publicly- and privately-owned companies, such as Charlotte's Web Holdings Inc., cbdMD, Inc., Medterra CBD, Inc., and many others. There are also large, well-funded companies that have indicated their intention to compete in the hemp-based product category in the U.S. We routinely evaluate internal and external opportunities to optimize value for shareholders through new product development or by asset acquisitions or sales and believe we are well-positioned to capitalize in the growing CBD product category.

The plant-based food market in Europe is competitive and very fragmented. There are currently not a lot of other brands with a product portfolio similar to ours. Most of our competitors offer refrigerated products.

There are several companies developing cannabinoid therapeutics for a range of medical indications. The cannabinoid therapeutic area currently includes formulated extracts of the Cannabis plant and synthetic formulations. These formulations include CBD or THC, or a combination of CBD and THC as the active pharmaceutical ingredient. Certain companies such as GW Pharmaceuticals plc have focused on plant-based CBD formulations, while other companies such as Zynerba Pharmaceuticals, Inc. and Insys Therapeutics, Inc. have focused on synthetic CBD formulations.

Intellectual Property

We have filed trademark applications on our brands, logos and marks in the U.S. and internationally. On January 30, 2016, we received a Notice of Allowance from the U.S. Patent and Trademark Office for our utility patent application number 14/791,184, Novel Process for Generating Hemp Oil with a High CBD Content. This patent covers our solvent-free and highly repeatable process for producing hemp oil with higher concentrations of CBD and expires in 2033.

In May 2016, we filed a patent application for our product candidate CVSI-007 with the USPTO. On May 19, 2020, we received formal notice of issuance from the USPTO for our patent application 15/426,617. The patent covers methods of treating smokeless tobacco addiction by administering pharmaceutical formulations containing CBD and nicotine. We are pursuing similar patent protection in other key markets throughout the world. As of December 31, 2023, our patent has been granted in 10 countries, including the United States, Australia, Canada, Germany, Spain, France, Great Britain, Italy, Netherlands, and Japan.

6


Table of Contents

 

We review our intellectual property portfolio on a periodic basis, and we will continue to broaden our portfolio in a fiscally prudent manner. In addition to our trademarks (both registered and unregistered) and patents, we rely on a combination of trade secret laws and restrictions on disclosure to protect our intellectual property rights.

Research and Development

Our research and development costs have consisted primarily of salaries and related personnel expense, facilities and equipment expense and other costs. We charge all research and development expenses to operations as incurred in the ongoing development of new consumer products and in development of our drug candidate CVSI-007. We established a cross-functional innovation process for our consumer products development using a modified stage gate process. Our new product development activities include ideation and feasibility, product development, scaleup and validation, and product launch. We incurred research and development expenses of $0.2 million and $0.3 million, respectively, for the years ended December 31, 2023 and 2022.

Raw Materials and Product Manufacturing

We have invested significant capital to develop and maintain relationships with growers on a global scale to ensure access to raw materials to support anticipated revenue growth. We have historically sourced our raw materials from well-established and well-recognized hemp growers in Europe. In addition, we have developed relationships with hemp growers in the United States and purchase raw materials domestically as well. We have maintained access to these growers for their raw material supply and continue to explore and develop other relationships to ensure that we can meet the expected demand for hemp-based consumer products well into the future.

We are committed to producing quality products and testing transparency. Our goals include the optimization of our product manufacturing processes and the sourcing of reliable, high-quality raw materials. Our testing procedures are robust and comprehensive, starting with a supply chain built through our supplier verification program. All incoming cannabinoid ingredients are required to be first tested by the supplier at an independent, ISO accredited, third-party laboratory before they reach our production facilities and a Certificate of Analysis provided with each delivery. We then have the cannabinoid ingredients re-tested by an independent, ISO accredited, third-party laboratory to verify the supplier results before they are released into our production process. Final verification is performed by an independent ISO accredited third-party laboratory to ensure the finished products meet our high standards.

We are dedicated to providing the highest quality CBD consumer products on the market. We strive to meet or exceed the FDAs GMP guidelines. These guidelines provide a system of processes, procedures and documentation to assure a product has the identity, strength, composition, quality and purity that appear on its label. Our third party manufacturers use FDA-registered facilities, which are independently GMP certified and subject to continuing independent audit and certification.

Our plant-based products are manufactured at our facility in Warsaw, Poland. We use only high-quality raw materials from selected suppliers to make our plant-based products.

Environmental Matters

No significant pollution or other types of hazardous emission result from the Company's operations, and it is not anticipated that our operations will be materially affected by federal, state or local provisions concerning environmental controls. Our costs of complying with environmental health and safety requirements have not been material.

Furthermore, compliance with federal, state and local requirements regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, have not had, nor are they expected to have, any material effect on the capital expenditures, earnings or competitive position of the Company. However, we will continue to monitor emerging developments in this area.

7


Table of Contents

 

Employees

We believe that our future success will depend, in part, on our ability to continue to attract, hire, and retain qualified personnel. As of December 31, 2023, we had a total of 43 employees, which included 37 full-time and 1 part-time employee in the US and 5 full-time employees in Poland, compared to 44 employees in the US as of December 31, 2022. As discussed elsewhere in this Annual Report, during the year ended December 31, 2023, we continued to reduce our US employee headcount in connection with our efforts to decrease our costs. In addition to our full-time employees, we contract with third-parties for the conduct of certain marketing, sales and manufacturing efforts as well as certain preclinical, clinical and manufacturing activities related to drug development efforts. Employee health and safety in the workplace is one of our core values. We have no collective bargaining agreements with our employees, and none are represented by labor unions. Management believes the Company has good relationships with its employees.

Company Websites

We maintain a corporate Internet website at: www.cvsciences.com. We also sell our hemp-based products online at: www.pluscbdoil.com and provide additional information on our plant-based food products at: www.culturedfoods.eu. The contents of these websites are not incorporated in or otherwise to be regarded as part of this Annual Report.

We file reports with the SEC, which are available on our website free of charge. These reports include annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, “Section 16” filings on Form 3, Form 4, and Form 5, and other related filings, each of which is provided on our website as soon as reasonably practical after we electronically file such materials with or furnish them to the SEC. In addition, the SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company.

8


Table of Contents

 

ITEM 1A. RISK FACTORS

Not required for “smaller reporting companies” as defined in Item 10(f)(1) of Regulation S-K.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

We continue to assess and improve the capabilities of our people, processes, and technologies in order to address our cybersecurity risks. We value the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security law. Our cybersecurity risks, and the controls designed to mitigate those risks, are included as a part of our overall risk management governance which is reviewed at least annually by our board of directors.

Our IT networks and related systems are critical to the operations of our business and essential to our ability to successfully perform day-to-day operations. Risks from cybersecurity threats are regularly evaluated as a part of our broader risk management activities and as a component of our internal control system. Cybersecurity awareness, including specific topics related to social engineering and email fraud, are included in our employee handbook. We have processes and controls, in particular with respect to our financial and reporting technology, to prevent and minimize cybersecurity risks and attacks. We rely on industry-standard third-party software and vendors for our core systems, including data storage, analysis and backup.

Governance

Our board of directors is responsible for overseeing our cyber security risk management and strategy. Our AVP Logistics, Systems & IT is responsible for managing our outside technology services and has over 10 years of relevant experience. The AVP Logistics, Systems & IT reports directly to our Chief Financial Officer and reviews cybersecurity assessments with our Chief Financial Officer on a regular basis. Our Chief Financial Officer is responsible for escalating any cybersecurity matters as appropriate. The Audit Committee of our board of directors will regularly review cybersecurity requirements and risks on a quarterly basis.

While we believe we have implemented appropriate measures and controls for our business, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. To date, to our knowledge, there have been no incidents materially affecting the Company, but a material incident could result in disruption of critical IT networks and systems, impeding our operations, release of confidential information, and/or corruption of data. Such an incident could damage our reputation, brands, future sales and could expose us to potential liability.

ITEM 2. PROPERTIES

As of December 31, 2023, our primary facility consists of approximately 6,000 square feet of leased office and warehouse space located in San Diego, California. The lease term is three years through May 31, 2025 with a total lease obligation of approximately $0.4 million. In addition, we lease a small manufacturing and office space for our plant-based food products located in Poland. The lease consists of a short-term lease through September 30, 2024. Please see Note 15, Leases, to our consolidated financial statements included in Part IV in this Annual Report for more information.

We believe that our existing facility is sufficient to accommodate our current business operations.

9


Table of Contents

 

ITEM 3. LEGAL PROCEEDINGS

For a description of our material pending legal proceedings, please see Note 14, Commitments and Contingencies, to our consolidated financial statements included in Part IV in this Annual Report.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

10


Table of Contents

 

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the OTC:QB under the symbol "CVSI." Trading of securities on the OTC:QB is often sporadic and investors may have difficulty buying and selling or obtaining market quotations. Any OTC:QB market quotations reflect inter-dealer quotations, without adjustment for retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

Holders of Common Stock

As of March 24, 2024, there were 36 registered holders of our common stock. The actual number of holders of our common stock is greater than the number of registered holders, and includes holders who are beneficial owners, but whose securities are held in "nominee" or "street name" by brokers or other nominees.

Dividend Policy

No cash dividends were paid on our common stock in the 2023 and 2022 fiscal years and the Board of Directors has not considered any change in this practice, nor does it expect to consider any such change in this practice in the foreseeable future.

The payment of cash dividends in the future, if ever, will be determined by our Board of Directors, in light of conditions then existing, including our earnings, financial requirements, and opportunities for reinvesting earnings, business conditions, and other factors. There are otherwise no restrictions on the payment of dividends.

Equity Compensation Plan Information

See Part III, Item 12. "Securities Ownership of Certain Owners and Management and Related Stockholder Matters" of this Annual Report for information regarding securities authorized for issuance under equity compensation plans.

Unregistered Sales of Equity Securities

The Company did not sell any unregistered equity securities during the period covered by this Annual Report that were not otherwise disclosed in a Current Report on Form 8-K or our Quarterly Reports on Form 10-Q.

Issuer Repurchases of Equity Securities

We did not repurchase any shares of our common stock during the fourth quarter of the fiscal year covered by this Annual Report.

ITEM 6. [RESERVED]

11


Table of Contents

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations for the years ended December 31, 2023 and 2022 should be read in conjunction with our financial statements and the notes to those statements that are included elsewhere in this Annual Report. 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 various factors, many of which are out of our control. 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 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 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.

We also have a drug development program focused on developing and commercializing CBD-based novel therapeutics.

Our primary offices and facilities are located in San Diego, California and Warsaw, Poland.

Our common stock is traded on the OTC:QB market under the trading symbol CVSI.

Over the last several years, we have built an efficient and cost effective consumer products platform and we continue to evaluate inbound or outbound merger, sale, acquisition or other opportunities for the Company.

Results of Operations

Comparison of the Years ended December 31, 2023 vs. December 31, 2022

Revenues and gross profit

 

 

Year ended December 31,

 

 

Change

 

 

2023

 

 

2022

 

 

Amount

 

 

%

 

 

(in thousands)

 

 

 

 

Product sales, net

 

$

16,004

 

 

$

16,205

 

 

$

(201

)

 

 

(1.2

)%

Cost of goods sold

 

 

8,919

 

 

 

10,655

 

 

 

(1,736

)

 

 

(16.3

)%

Gross profit

 

$

7,085

 

 

$

5,550

 

 

$

1,535

 

 

 

27.7

%

Gross margin

 

 

44.3

%

 

 

34.2

%

 

 

 

 

 

 

 

12


Table of Contents

 

Revenue by channel

 

 

Year ended December 31, 2023

 

 

Year Ended December 31, 2022

 

 

Amount

 

 

% of product
sales, net

 

 

Amount

 

 

% of product
sales, net

 

 

(in thousands)

 

 

 

 

 

(in thousands)

 

 

 

 

Business-to-business ("B2B") sales

 

$

9,178

 

 

 

57.3

%

 

$

9,040

 

 

 

55.8

%

Business-to-consumer ("B2C") sales

 

 

6,826

 

 

 

42.7

%

 

 

7,165

 

 

 

44.2

%

Product sales, net

 

$

16,004

 

 

 

100.0

%

 

$

16,205

 

 

 

100.0

%

 

We had product sales of $16.0 million and gross profit of $7.1 million, representing a gross margin of 44.3%, in 2023 compared to product sales of $16.2 million and gross profit of $5.6 million, representing a gross margin of 34.2%, in 2022. Our net product sales decreased by $0.2 million, or 1.2%, in 2023 when compared to 2022. The decline is primarily due to lower B2C sales in 2023. The total number of units sold during the year ended December 31, 2023 decreased by 6.7% compared to the year ended December 31, 2022, partially offset by higher sales prices of 5.8%. In addition, 33% of our net revenue for the year ended December 31, 2023 was from new products launched since January 1, 2022. During this time period, we launched 28 new products.

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 2023 compared to 2022 by $1.7 million or 16.3%. The reduction is partially due to the lower number of units sold in 2023. In addition, cost of goods sold in 2023 decreased as a percentage of revenue compared to 2022, mostly due to lower shipping and fulfillment cost, lower payroll and other production cost savings. Our gross profit improved by $1.5 million, or 27.7%, to $7.1 million in 2023 and gross margins improved from 34.2% in 2022 to 44.3% in 2023. The improvement in our gross margin is primarily due to our continued cost savings of lower shipping and fulfillment cost, lower payroll and other production costs.

Research and development expense

 

 

Year Ended December 31,

 

 

Change

 

 

2023

 

 

2022

 

 

Amount

 

 

%

 

 

(in thousands)

 

 

 

 

Research and development expense

 

$

151

 

 

$

307

 

 

$

(156

)

 

 

(50.8

)%

Percentage of product sales, net

 

 

0.9

%

 

 

1.9

%

 

 

 

 

 

 

 

Research and development (“R&D”) expense decreased to $0.2 million in 2023 compared to $0.3 million in 2022. The decrease is mostly related to reduced new product development activities for our consumer products.

Selling, general and administrative expense

 

 

Year ended December 31, 2023

 

 

Year ended December 31, 2022

 

 

Change

 

 

Amount

 

 

% of product
sales, net

 

 

Amount

 

 

% of product
sales, net

 

 

Amount

 

 

%

 

 

(in thousands)

 

 

 

 

 

(in thousands)

 

 

 

 

 

(in thousands)

 

 

 

 

Sales expense

 

$

3,065

 

 

 

19.1

%

 

$

3,773

 

 

 

23.3

%

 

$

(708

)

 

 

(18.8

)%

Marketing expense

 

 

2,940

 

 

 

18.4

%

 

 

4,425

 

 

 

27.3

%

 

 

(1,485

)

 

 

(33.6

)%

General and administrative expense

 

 

3,740

 

 

 

23.4

%

 

 

3,892

 

 

 

24.0

%

 

 

(152

)

 

 

(3.9

)%

Selling, general and administrative expense

 

$

9,745

 

 

 

60.9

%

 

$

12,090

 

 

 

74.6

%

 

$

(2,345

)

 

 

(19.4

)%

 

13


Table of Contents

 

Selling, general and administrative (“SG&A”) expenses decreased by $2.3 million, or 19.4%, to $9.7 million in 2023, from $12.1 million in 2022. Additionally, SG&A expense as percentage of product sales, net decreased from 74.6% in 2022 to 60.9% in 2023.

Sales expense decreased by $0.7 million, or 18.8%, due to lower payroll, stock-based compensation and other sales related expenses. Payroll decreased as a result of lower sales employee headcount. The decline is partially offset by higher commission expense, as a result of increased B2B sales.
Marketing expense decreased by $1.5 million, or 33.6%, due to lower payroll, stock-based compensation, outside services and reduced digital marketing activities. Payroll decreased as a result of lower marketing employee headcount.
General and administrative ("G&A") expense decreased by $0.2 million, or 3.9%. In 2022, we recognized the benefit of the employee retention credit of $2.5 million. In addition, we recognized an intangible asset impairment charge of $0.3 million and $1.2 million in 2023 and 2022, respectively. Excluding the impact of these transactions, G&A expenses decreased by $1.7 million, or 32.9%, as a result of our ongoing efforts to reduce our overall cost structure. We were able to reduce our expenses for payroll, stock-based compensation, professional services, insurance, depreciation and other expense, partially offset by increases in legal expense.

Benefit from reversal of accrued payroll taxes

We previously recorded a contingent liability for payroll taxes associated with the RSU release to our founder in 2019 of $6.7 million. On April 15, 2023, the statute of limitations for federal payroll tax withholding expired. In addition, the statute of limitations for the state tax withholding expired during the year ended December 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 $6.2 million of income taxes from CV Sciences 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 $6.2 million during the year ended December 31, 2023. For more information, please see Note 13, Related Parties, to our consolidated financial statements included in Part IV in this Annual Report.

Other expenses, net

Other expense, net consists of interest expense, interest income and fair value adjustments to our financial instruments. Other expense decreased by $1.2 million compared to the year ended December 31, 2022. The decrease is mostly related to lower interest expense for the accretion of the original issuance discount and debt issuance cost for our convertible notes, which were extinguished during 2022. The decrease is partially offset by increases to other operating expenses of $0.2 million.

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 generally accepted accounting principles ("GAAP") measures or that supplement the information provided by our GAAP measures. Adjusted EBITDA is defined by us as EBITDA (net income (loss) plus depreciation and amortization expense, and interest expense, minus income tax benefit), further adjusted to exclude certain non-cash expenses and other adjustments as set forth below. We use Adjusted EBITDA because we believe it helps to provide insights in trends in our business in addition to 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 Annual Report, and believe that Adjusted EBITDA, when viewed in conjunction with our GAAP results and the accompanying reconciliation, can provide investors with additional 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.

14


Table of Contents

 

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 Annual Report, including our financial statements, to aid in their analysis and understanding of our performance and in making comparisons.

A reconciliation from our net income (loss) to Adjusted EBITDA, a non-GAAP measure, for the years ended December 31, 2023 and 2022 is detailed below:

 

 

Year ended December 31,

 

 

2023

 

 

2022

 

 

 

(in thousands)

 

Net income (loss)

 

$

3,102

 

 

$

(8,214

)

Depreciation and amortization

 

 

235

 

 

 

992

 

Interest expense

 

 

60

 

 

 

1,541

 

Income tax benefit

 

 

(6

)

 

 

(47

)

EBITDA

 

 

3,391

 

 

 

(5,728

)

Stock-based compensation (1)

 

 

218

 

 

 

1,009

 

Gain on extinguishment of debt (2)

 

 

 

 

 

(127

)

Intangible asset impairment (3)

 

 

251

 

 

 

1,234

 

Employee retention credit benefit (4)

 

 

 

 

 

(2,516

)

Benefit for reversal of accrued payroll tax (5)

 

 

(6,171

)

 

 

 

Adjusted EBITDA

 

$

(2,311

)

 

$

(6,128

)

 

(1)
Represents stock-based compensation expense related to stock options awarded to employees, consultants and non-executive directors based on the grant date fair value using the Black-Scholes valuation model. For more information, please see Note 11, Stock-Based Compensation, to our consolidated financial statements included in Part IV in this Annual Report.
(2)
Represents gain on extinguishment of our convertible note during the year ended December 31, 2022. For more information, please see Note 8, Convertible Note, to our consolidated financial statements included in Part IV in this Annual Report.
(3)
Represents intangible asset impairment charge. For more information, please see Note 6, Goodwill and Intangible Assets, to our consolidated financial statements included in Part IV in this Annual Report.
(4)
Represents benefits related to the employee retention credit. For more information, please see Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements included in Part IV in this Annual Report.
(5)
Represents benefits for reversal of accrued payroll tax associated with the RSU release to founder in 2019. For more information, please see Note 13, Related Party, to our consolidated financial statements included in Part IV in this Annual Report.

Liquidity and Capital Resources

During the year ended December 31, 2023, our primary sources of capital came from (i) cash generated from our operations, (ii) existing cash, (iii) funds received from the IRS related to employee retention credits, and (iv) proceeds from third-party financings completed in 2022, including the sale of shares of our preferred stock and promissory notes, to certain investors. As of December 31, 2023, we had approximately $1.3 million of cash and working capital of approximately $1.8 million.

For the year ended December 31, 2023, we generated cash flows from operations of $2.3 million, which included government receipts of $2.7 million. Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) signed into law on March 27, 2020 and the subsequent extension of the CARES Act, we were eligible for a refundable employee retention tax credit subject to certain criteria. We determined that we qualify for the tax credit under the CARES Act. In 2022, we claimed employee retention tax credits, which were recognized as a reduction to general and administrative expenses of $2.5 million during the year ended December 31, 2022. The amount was included in prepaid expenses and other in our consolidated balance sheet as of December 31, 2022.

Excluding the funds for employee retention tax credits, we generated negative cash flows from operations of $0.5 million for the year ended December 31, 2023 and had an accumulated deficit of $84.6 million. Management

15


Table of Contents

 

anticipates that we will be dependent, for the near future, on additional investment capital to fund operations, growth initiatives, and will continue to make and implement strategic cost reductions, including reductions in employee headcount, vendor spending, and delaying expenses related to its drug development activities. We intend to position ourselves so that we will be able to raise additional funds through the capital markets, issuance of debt, and/or securing lines of credit.

We believe that a combination of factors have adversely impacted our business operations for the year ended December 31, 2023. 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.

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. During the year ended December 31, 2022, we started outsourcing the majority of our manufacturing, warehousing and fulfillment functions. 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.

Cultured Foods Acquisition

On December 7, 2023, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”), by and among the Company, Cultured Foods, Brian Carl McWhorter (the “Member”) and Barbara McWhorter, pursuant to which the Company purchased all of the outstanding equity interests in Cultured Foods, resulting in Cultured Foods becoming a wholly owned subsidiary of the Company (the “Acquisition”). Cultured Foods is a leading European manufacturer and distributor of plant-based, protein products. The Acquisition closed on December 7, 2023 (the “Closing Date”).

In consideration for the Acquisition, at closing, the Company (i) made a cash payment of $175,000 to the Member, less a $17,500 holdback (the “Holdback Amount”) and certain other adjustments provided for in the Purchase Agreement (the “Closing Payment”), and (ii) issued an aggregate of 7,074,270 restricted shares of Company common stock to the Member, valued at $250,000 based on the three day volume weighted average price of the Company’s common stock on the three trading days prior to closing (the “Closing Shares,” and together with the Closing Payment, the “Closing Consideration”). The Closing Payment is subject to adjustment, upward or downward, based on post-closing adjustments to the net working capital of Cultured Foods within 120 days of closing, as reflected in the Final Working Capital Statement (as defined in the Purchase Agreement). Additionally, within 90 days following the final determination of the Final Working Capital Statement (the “Receivables Date”), the Company shall be entitled to recover from the Member an amount equal to the unpaid balance, as of the Receivables Date, of all accounts receivable which were included in as assets in the Final Working Capital Statement.

The Company shall release the Holdback Amount, less any amounts owed to the Company by the Member pursuant to the Purchase Agreement, including without limitation as a result of the post-closing adjustments discussed above, to the Member one year from the Closing Date.

In addition to the Closing Consideration, and as further consideration for the Acquisition, the Company shall make an additional cash payment to the Member in the form of an earn-out (the “Earnout Amount”), which shall be based on Company revenues generated in fiscal 2024 and will be calculated as follows:

If Cultured Foods net revenue is at least $500,000, then the Earnout Amount will be $110,000.
If Cultured Foods net revenue is at least $450,000 but less than $500,000, then the Earnout Amount will be $75,000.
If Cultured Foods net revenue is at least $400,000 but less than $450,000, then the Earnout Amount will be $50,000.

16


Table of Contents

 

If Cultured Foods net revenue is at least $300,000 but less than $400,000, then the Earnout Amount will be $20,000.
If Cultured Foods net revenue (as defined in the Purchase Agreement) is less than $300,000, then the Earnout Amount will be $0.

The Earnout Payment shall be paid within 10 business days after the final determination of Cultured Foods net revenue for fiscal 2024, as determined in accordance with the Purchase Agreement.

Pursuant to the Purchase Agreement, the Member agreed that he will not, on any single trading day sell, transfer or otherwise dispose of any Company common stock, including the Closing Shares, in an aggregate amount exceeding the greater of (i) 15% of the of the Company’s common stock sold in the aggregate based on the greater of the current or proceeding trading day, and (ii) $3,000 in gross value; provided, however, that in the event that the Company enters into a leak-out agreement with any third party on terms more favorable than the foregoing, the Member shall be afforded the same more favorable terms offered to such third party.

Additionally, for a period of one year following the Closing Date, the Member and Ms. McWhorter, including their affiliates, shall be prohibited from engaging in certain competitive and/or solicitation activities within the United States and the European Union, as more particularly set forth in the Purchase Agreement.

CARES Act

The CARES Act provided an employee retention credit, which is a refundable tax credit against certain employment taxes of up to a maximum of $5,000 for each employee in 2020 and $7,000 per employee per quarter from January to September 2021. We determined that we qualify for the tax credit under the CARES Act and filed our amended tax returns in March and August 2022. During the year ended December 31, 2023, we received $2.7 million of tax credit payments, including interest, under the relief provisions. As discussed in further detail below, pursuant to the Streeterville Note, within three trading days of receipt by the Company of any employee retention credit funds owed to the Company under the CARES Act, such amounts were to be paid to Streeterville pursuant to the terms of the Streeterville Note.

First Insurance Funding Agreements

In November 2023, we entered into a finance agreement with First Insurance Funding in order to fund a portion of our insurance policies. The amount financed is $0.3 million, which incurs interest at an annual rate of 8.42%. We are required to make monthly payments of $29,781 from November 2023 through July 2024. The outstanding balance as of December 31, 2023 was $0.2 million.

In November 2022, we entered into a finance agreement with First Insurance Funding in order to fund a portion of our insurance policies. The amount financed was $0.2 million, which incurred interest at an annual rate of 6.32%. We were required to make monthly payments of $27,900 from November 2022 through July 2023. There was no outstanding balance as of December 31, 2023.

March 2022 Purchase Agreement

On March 30, 2022, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor, pursuant to which we agreed to issue and sell 700 shares of our Series A Convertible Preferred Stock (the "Preferred Stock"), which had limited voting rights, including "supervoting" rights equal to 170,000 votes per share of preferred stock on certain stockholder proposals, and warrants to purchase an aggregate of 10,000,000 shares of Company common stock. Shares of the Preferred Stock had a stated value of $1,000 per share and were convertible at any time into an aggregate of 10,000,000 shares of common stock at a conversion price of $0.07 per share. We received aggregate gross proceeds of $0.7 million before deducting placement agent’s fees and other offering expenses in connection with this offering. In April 2022, the investor converted all of the 700 outstanding shares of Preferred Stock into an aggregate of 10,000,000 shares of our common stock. We recognized a beneficial conversion charge of $0.9 million during the year ended December 31, 2022, which represents the in-the-money value of the conversion rate as of the date of the conversion.

17


Table of Contents

 

The warrants issued pursuant to the Purchase Agreement have an exercise price of $0.10 per share, became exercisable on June 6, 2022 (the "Initial Exercise Date"), and will expire three years from the Initial Exercise Date.

Streeterville Note

In August 2022, we entered into a note purchase agreement with Streeterville Capital, LLC ("Streeterville"), pursuant to which we issued and sold to Streeterville a secured promissory note ("Streeterville Note") in the original principal amount of $2.0 million. The Streeterville Note carries an original issuance discount of $400,000. We incurred additional debt issuance costs of $23,000. As a result, we received aggregate net proceeds of approximately $1.6 million in connection with the sale and issuance of the Streeterville Note. We are required to make weekly repayments to Streeterville on the Streeterville Note in the following amounts: (a) $40,000 for the first eight weeks; and (b) $56,000 thereafter until the Streeterville Note is paid in full. The unpaid amount of the Streeterville Note, any interest, fees, charges and late fees accrued shall be due and payable in full nine months from August 19, 2022 (the “Maturity Date”); provided, however, that within three trading days of the Company's receipt of any employee retention credit funds owed under the CARES Act, such amounts are required to be paid to Streeterville; provided, further, that if at least $1.0 million in CARES Act proceeds are not remitted to Streeterville within ninety days of August 19, 2022, the outstanding balance under the Streeterville Note will be increased by five percent (5%). The Company did not receive the CARES Act proceeds within ninety days of August 19, 2022; as a result, the outstanding balance of the Streeterville Note was increased by five percent (5%). The Streeterville Note was secured by all of the Company’s assets. The Streeterville Note was repaid in full in April 2023, and there was no outstanding balance as of December 31, 2023.

Accrued Payroll Taxes

The Company previously recorded accrued payroll taxes associated with the RSU release to Mona Jr. in 2019. On April 15, 2023, the statute of limitations for federal payroll tax withholding expired. In addition, the statute of limitations for the state tax withholding expired during the year ended December 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 $6.2 million of income taxes from CV Sciences 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 accrued payroll taxes of $6.2 million during the year ended December 31, 2023. For more information, please see Note 13, Related Parties, to our consolidated financial statements included in Part IV in this Annual Report.

On November 5, 2021, Mona Jr. filed a complaint against the Company seeking to recover federal and state taxes which the taxing authorities assessed against him associated with the RSU release. For more information, please see Note 14. Commitments and Contingencies, to our consolidated financial statements included in Part IV in this Annual Report.

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 and to provide related note disclosure in certain circumstances. Our consolidated financial statements and corresponding notes have been prepared assuming the Company will continue as a going concern. Excluding the received ERC funds, the Company generated negative cash flows from operations of $0.5 million for the year ended December 31, 2023 and had an accumulated deficit of $84.6 million. 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, besides 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.

18


Table of Contents

 

A summary of our changes in cash flows for the years ended December 31, 2023 and 2022 is provided below:

 

 

Year ended December 31,

 

 

2023

 

 

2022

 

 

(in thousands)

 

Net cash flows provided by (used in):

 

 

 

 

 

 

Operating activities

 

$

2,253

 

 

$

(1,885

)

Investing activities

 

 

(156

)

 

 

 

Financing activities

 

 

(1,391

)

 

 

1,121

 

Net increase (decrease) in cash

 

 

706

 

 

 

(764

)

Cash, beginning of year

 

 

611

 

 

 

1,375

 

Cash, end of year

 

$

1,317

 

 

$

611

 

 

Operating Activities

Net cash provided by (used in) operating activities includes net income (loss) adjusted for non-cash items such as depreciation, bad debt expense, stock-based compensation, employee retention credit benefit, benefit of reversal of payroll tax liability and interest expense related to our promissory notes. 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 provided by operating activities was $2.3 million in the year ended December 31, 2023, compared to cash used in operating activities of $1.9 million in the year ended December 31, 2022. The improvement in our cash flow from operating activities by $4.2 million was mostly due to our improved operating performance and the receipt of the ERC funds. Our net income for the year ended December 31, 2023, adjusted for non-cash items, was a net loss of $1.7 million, compared to a net loss, adjusted for non-cash items, of $5.4 million in the prior year, an improvement of $3.7 million. Changes in working capital generated $4.0 million during the year of 2023, compared to $3.6 million during the prior year, an improvement of $0.4 million. Our changes in working capital improved primarily due to the fact that we received the ERC funds of $2.5 million from the IRS during 2023, partially offset by the collection of a large outstanding receivable with one retailer during 2022. Our net income improved by $11.3 million from a net loss of $8.2 million in 2022 to a net income of $3.1 million in 2023, mostly due to our improved operating performance and the benefit for the reversal of accrued payroll taxes. Non-cash adjustments increased by $6.2 million, as we recognized a benefit for the reversal of accrued payroll tax of $6.2 million related to the RSUs previously issued to Mona Jr. Recurring non-cash adjustments consists of depreciation, interest expense and stock-based compensation.

Investing Activities

Cash used in investing activities of $0.2 million in the year ended December 31, 2023 related to our acquisition of Cultured Foods in December 2023. We did not use any cash in investing activities in 2022.

Financing Activities

Net cash used in financing activities was $1.4 million for 2023, compared to cash provided by financing activities of $1.1 million for 2022. Our financing activities for 2023 consisted of repayments of our insurance financing of $0.3 million and note payable of $1.1 million. Our financing activities for 2022 consisted of net proceeds from issuance of preferred stock of $0.6 million, convertible notes of $1.0 million, and note payable of $1.6 million, partially offset by repayments of the insurance financing of $0.3 million, convertible notes of $0.7 million, and a note payable of $1.0 million.

19


Table of Contents

 

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. In particular, global economic conditions remain constrained, and if such conditions continue, recur or worsen, this 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 increased during 2023, and the general consensus among economists suggests that we should continue to expect a higher recession risk to continue over the next year, all of 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.

Contractual Obligations

In April 2022, we entered into a new lease agreement for our main office facility in San Diego, California. The lease term is three years through May 31, 2025. Our monthly base rent is $11,345 through April 30, 2024. The monthly base rent increases to $11,742 for the period from May 1, 2024 through April 30, 2025 and then increases to $12,153 for the period from May 1, 2025 to May 31, 2025.

On December 7, 2023, we entered into a purchase agreement to acquire all outstanding equity interests in Cultured Foods. In accordance with the purchase agreement, we shall make an additional cash payment to the prior member of Cultured Foods in the form of an earn-out (the “Earnout Amount”), which shall be based on Cultured Foods revenues generated in fiscal 2024 and will be calculated as follows:

If Cultured Foods net revenue is at least $500,000, then the Earnout Amount will be $110,000.
If Cultured Foods net revenue is at least $450,000 but less than $500,000, then the Earnout Amount will be $75,000.
If Cultured Foods net revenue is at least $400,000 but less than $450,000, then the Earnout Amount will be $50,000.
If Cultured Foods net revenue is at least $300,000 but less than $400,000, then the Earnout Amount will be $20,000.
If Cultured Foods net revenue (as defined in the Purchase Agreement) is less than $300,000, then the Earnout Amount will be $0.

The Earnout Payment shall be paid within 10 business days after the final determination of Cultured Foods’ net revenue for fiscal 2024.

 

We enter into contracts in the normal course of business with vendors and customers for product manufacturing, logistics, shipping, marketing, professional services and other services as part of our operations. These contracts generally provide for termination on notice, and therefore are cancelable contracts and not included as contractual commitments.

20


Table of Contents

 

Critical Accounting Policies

The preparation of these financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis management evaluates its critical accounting policies and estimates.

A “critical accounting policy” is one which is both important to the understanding of the financial condition and results of operations of the Company and requires management’s most difficult, subjective, or complex judgments, and often requires management to make estimates about the effect of matters that are inherently uncertain. Management believes the following accounting policies fit this definition:

Intangible Assets – We classify intangible assets into three categories: (1) intangible assets with definite lives subject to amortization; (2) intangible assets with indefinite lives not subject to amortization; and (3) goodwill. We determine the useful lives of our identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, our long-term strategy for using the asset, any laws or regulations which could impact the useful life of the asset and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, primarily on a straight-line basis, over their useful lives to their estimated residual values, generally five years.

In-process research & development ("IPR&D") has an indefinite life and is not amortized until completion and development of the project, at which time the IPR&D becomes an amortizable asset. Until such time as the projects are either completed or abandoned, we test those assets for impairment at least annually at year end, or more frequently at interim periods, by evaluating qualitative factors which could be indicative of impairment. Qualitative factors being considered include, but are not limited to, macro-economic conditions, progress on drug development activities, and overall financial performance. If impairment indicators are present as a result of our qualitative assessment, we will test those assets for impairment by comparing the fair value of the assets to their carrying value. Quantitative factors being considered include, but are not limited to, the current project status, forecasted changes in the timing or amounts required to complete the project, forecasted changes in timing or changes in the future cash flows to be generated by the completed products, a probability of success of the ultimate project and changes to other market-based assumptions, such as discount rates, current Company market capitalization and estimates of the fair value of the Company's reporting units. Upon completion or abandonment, the value of the IPR&D assets will be amortized to expense over the anticipated useful life of the developed products, if completed, or charged to expense when abandoned if no alternative future use exists.

As a result of our intangible asset impairment test, we recorded an intangible asset impairment charge of $0.3 million for the year ended December 31, 2023.

Revenue Recognition – The majority of our revenue contracts represent a single performance obligation related to the fulfillment of customer orders for the purchase of our products, which is primarily related to our Plus CBD™ line of products. Net sales reflect the transaction prices for these contracts based on our 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. We recognize 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. We accrue for estimated sales returns by customers based on historical sales return results. The computation of the sales return and discount allowances require that management makes certain estimates and assumptions that affect the timing and amounts of revenue and liabilities recorded. Shipping and handling fees charged to customers are included in product sales and totaled $0.1 million for each of the years ended December 31, 2023 and 2022. Taxes collected from customers that are remitted to governmental agencies are accounted for on a net basis and not included as revenue.

Stock-Based Compensation – Certain employees, officers, directors, and consultants participate in our 2023 Equity Incentive Plan, which was adopted in June 2023, and prior to the adoption, participated in our Amended and Restated 2013 Equity Incentive Plan, as amended, which provide for the granting of stock options, restricted stock awards, restricted stock units, stock bonus awards and performance-based awards. Stock options generally vest in equal increments over a two- to four-year period and expire on the tenth anniversary following the date of grant. Performance-based stock options vest once the applicable performance condition is satisfied.

21


Table of Contents

 

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 our common stock. We estimate the expected term for stock options awarded to employees, officers and directors using the simplified method in accordance with Accounting Standards Codification ("ASC") Topic 718, Stock Compensation, because we do not have sufficient relevant historical information to develop reasonable expectations about future exercise patterns. In the future, as we gain 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.

We recognize stock-based compensation as compensation and benefits expense in the statements of operations. The fair value of stock options is estimated using a Black-Scholes valuation model on the date of grant. The fair value of restricted stock awards is equal to the closing price of our stock on the date of grant. Stock-based compensation is recognized over the requisite service period of the individual awards, which generally equals the vesting period. For performance-based stock options, compensation is recognized once the applicable performance condition is probable of being satisfied.

Recent Accounting Pronouncements

Refer to Note 2 of our consolidated financial statements for a discussion of recent accounting standards and pronouncements.

Off-Balance Sheet Arrangements

None.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for “smaller reporting companies” as defined in Item 10(f)(1) of Regulation S-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this item are set forth at the pages indicated in Part IV, Item 15(a)(1) of this Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. 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) 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. Our Chief Executive Officer ("CEO") and our Chief Financial Officer ("CFO"), with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of December 31, 2023 and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

22


Table of Contents

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision of and with the participation of our management, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2023, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013). Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

On December 7, 2023, we acquired all issued and outstanding shares of Cultured Foods. We did not include internal controls over financial reporting at Cultured Foods in our assessment as of December 31, 2023.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the quarter ended December 31, 2023, we established adequate controls designed to provide reasonable assurance regarding the financial reporting of Cultured Foods and the associated consolidation of Cultured Foods into our consolidated financial statements. Other than the changes related to Cultured Foods, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

This Annual Report does not include an attestation report of our independent registered public accounting firm on the Company’s internal controls as the Company is a non-accelerated filer and is thus not required to provide such a report.

ITEM 9B. OTHER INFORMATION

During the three months ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any "Rule 10b5-1 trading arrangement" or any "non Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

23


Table of Contents

 

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Information required by this item will be contained in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2024 Annual Meeting of Stockholders, or the Definitive Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023 and is incorporated herein by reference.

There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors since we last described such procedures.

The Company has a Code of Ethics which is posted on our website at: www.cvsciences.com.

ITEM 11. EXECUTIVE COMPENSATION

Information required by this item will be contained in our Definitive Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023 and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this item will be contained in our Definitive Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023 and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this item will be contained in our Definitive Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023 and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Information required by this item will be contained in our Definitive Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023 and is incorporated herein by reference.

24


Table of Contents

 

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1.
Financial Statements

The following financial statements of the Company are submitted herewith:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022

Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

2.
Financial Statement Schedules

Schedules are not submitted because they are not applicable or not required under Regulation S-X or because the required information is included in the financial statements or notes thereto.

3.
Exhibits required to be filed by Item 601 of Regulations S-K

A list of exhibits is set forth on the Exhibit Index as included in this Annual Report on Form 10-K are incorporated by reference.

ITEM 16. FORM 10-K SUMMARY

None.

25


Table of Contents

 

EXHIBIT INDEX

 

Exhibit

No.

Description of Exhibit

 

Form

 

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

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

3.1

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

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.2

 

Description of Registrant's Securities.

 

10-K

 

000-54677

 

4.2

 

April 4, 2022

 

 

26


Table of Contents

 

Exhibit

No.

Description of Exhibit

 

Form

 

File No.

 

Exhibit

 

Filing Date

 

Filed

Herewith

 

 

 

 

 

 

 

 

 

 

 

 

 

4.3

 

Form of Warrant, dated March 30, 2022

 

8-K

 

000-54677

 

4.1

 

April 1, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.4

 

Form of Placement Agent Warrant, dated March 30, 2022

 

8-K

 

000-54677

 

4.2

 

April 1, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.1

2013 Equity Incentive Plan Form of Stock Option Grant Notice and Form of Stock Option Agreement.

 

S-8

 

333-199173

 

4.2

 

October 6, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.2

Amended and Restated 2013 Equity Incentive Plan, as amended.

 

8-K

 

000-54677

 

10.1

 

June 17, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.3

Employment Agreement, dated July 6, 2016, by and between the Company and Michael J. Mona, Jr.

 

10-Q

 

000-54677

 

10.1

 

November 1, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.4

Non-Qualified Stock Option Agreement, by and between the Company and Michael J. Mona, Jr., dated July 6, 2016.

 

10-Q

 

000-54677

 

10.4

 

November 1, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.5 †

Amendment to Employment Agreement, dated March 16, 2017, by and between the Company and Michael Mona, Jr.

 

10-Q

 

000-54677

 

10.5

 

May 9, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.6 †

 

Amendment to Employment Agreement, dated March 16, 2017, by and between the Company and Michael Mona III

 

10-Q

 

000-54677

 

10.6

 

May 9, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.7 †

Amendment to Stock Option Agreement, dated March 16, 2017, to that certain Non-Qualified Stock Option Agreement, dated July 6, 2016, by and between the Company and Michael Mona, Jr.

 

10-Q

 

000-54677

 

10.7

 

May 9,2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.8 †

Non-Qualified Stock Option Agreement, dated March 15, 2017, by and between the Company and Michael Mona, Jr.

 

10-Q

 

000-54677

 

10.10

 

May 9, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.9 †

 

Employment Agreement, dated June 8, 2018, by and between the Company and Mr. Mona, Jr.

 

10-Q

 

000-54677

 

10.1

 

August 1, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.10 †

 

Restricted Stock Unit Award Agreement, dated June 8, 2018, by and between the Company and Mr. Michael Mona, Jr.

 

10-Q

 

000-54677

 

10.2

 

August 1, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.11 †

 

Employment Agreement, dated June 23, 2021, by and between the Company and Mr. Joseph Dowling

 

8-K

 

000-54677

 

10.1

 

June 29, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.12 †

 

Employment Agreement, dated December 17, 2021, by and between the Company and Mr. Joerg Grasser.

 

8-K

 

000-54677

 

10.1

 

December 21, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.13

 

Form of Securities Purchase Agreement, dated March 30, 2022.

 

8-K

 

000-54677

 

10.1

 

April 1, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27


Table of Contents

 

Exhibit

No.

Description of Exhibit

 

Form

 

File No.

 

Exhibit

 

Filing Date

 

Filed

Herewith

10.14 †

 

Amendment to amended and restated Equity Incentive Plan, as amended, dated March 30, 2022.

 

10-K

 

000-54677

 

10.40

 

April 4, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.15 †

 

Amendment No. 1 to Executive Employment Agreement, dated January 5, 2023, by and between the Company and Mr. Joseph Dowling

 

10-K

 

000-54677

 

10.45

 

March 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.16 †

 

Amendment No. 1 to Executive Employment Agreement, dated January 5, 2023, by and between the Company and Mr. Joerg Grasser

 

10-K

 

000-54577

 

10.46

 

March 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.17 †

 

CV Sciences, Inc. 2023 Equity Incentive Plan

 

8-K

 

000-54577

 

10.1

 

June 5, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.18 †

 

Form of Stock Option Grant Notice and Form of Stock Option Agreement

 

10-Q

 

000-54577

 

10.4

 

August 14, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19.1

 

Insider Trading Policy

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

21.1

 

Subsidiaries

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

23.1

Consent of Haskell & White LLP, Independent Registered Public Accounting Firm.

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

31.1*

Certification of the Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

31.2*

Certification of the Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

32.1*

Certification of the Principal Executive Officer pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

32.2*

Certification of the Principal Financial Officer pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

101 INS*

Inline XBRL Instance Document**

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

101 SCH*

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents**

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

104**

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments)

 

 

 

 

 

 

 

 

 

X

 

* Filed herewith.

† Indicates a management contract or compensatory plan or arrangement.

** 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

28


Table of Contents

 

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.

29


Table of Contents

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 

CV Sciences, Inc.

(Registrant)

 

 

 

 

By

/s/ Joseph D. Dowling

 

 

Joseph D. Dowling

Chief Executive Officer

 

 

Dated March 29, 2024

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Joseph D. Dowling

 

Chief Executive Officer and Director

(Principal Executive Officer)

 

March 29, 2024

Joseph D. Dowling

 

 

 

 

 

 

 

 

 

/s/ Joerg Grasser

 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

March 29, 2024

Joerg Grasser

 

 

 

 

 

 

 

 

 

/s/ Jamie Corroon

 

Director

 

March 29, 2024

Jamie Corroon

 

 

 

 

 

 

 

 

 

/s/ Bill McCorkle

 

Director

 

March 29, 2024

Bill McCorkle

 

 

 

 

 

 

 

 

 

 

30


Table of Contents

 

CV Sciences, Inc.

Index to Financial Statements

 

Annual Financial Statements

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID 200)

F-2

Consolidated Balance Sheets as of December 31, 2023 and 2022

F-4

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

F-5

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022

F-6

Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2023 and 2022

F-7

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

F-8

Notes to Consolidated Financial Statements

F-10

 

F-1


Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Stockholders and Board of Directors

CV Sciences, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of CV Sciences, Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years then ended, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023 and 2022, and the consolidated results of its operations and its cash flows for each of the years then ended, in conformity with U.S. generally accepted accounting principles.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the consolidated financial statements, the Company has experienced recurring operating losses, negative cash flows from operations, and has limited liquid resources. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

F-2


Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (CONTINUED)

Critical Audit Matter

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 

 

/s/ Haskell & White LLP

HASKELL & WHITE LLP

 

 

We have served as the Company’s auditor since 2021.

 

Irvine, California

March 29, 2024

F-3


Table of Contents

 

CV SCIENCES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

 

 

As of December 31,

 

 

2023

 

 

2022

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$

1,317

 

 

$

611

 

Accounts receivable, net

 

 

431

 

 

 

766

 

Inventory

 

 

5,655

 

 

 

6,563

 

Prepaid expenses and other

 

 

535

 

 

 

3,190

 

Total current assets

 

 

7,938

 

 

 

11,130

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

379

 

 

 

575

 

Right of use assets

 

 

167

 

 

 

275

 

Intangibles, net

 

 

78

 

 

 

251

 

Goodwill

 

 

342

 

 

 

 

Other assets

 

 

296

 

 

 

505

 

Total assets

 

$

9,200

 

 

$

12,736

 

 

 

 

 

 

 

 

Liabilities and stockholders' equity (deficit)

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

2,309

 

 

$

2,284

 

Accrued expenses

 

 

3,422

 

 

 

9,690

 

Operating lease liability - current

 

 

130

 

 

 

117

 

Debt, net of debt discounts

 

 

254

 

 

 

1,223

 

Total current liabilities

 

 

6,115

 

 

 

13,314

 

 

 

 

 

 

 

 

Operating lease liability - net of current portion

 

 

58

 

 

 

188

 

Deferred tax liability

 

 

19

 

 

 

11

 

Other liabilities

 

 

105

 

 

 

 

Total liabilities

 

 

6,297

 

 

 

13,513

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 14)

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity (deficit)

 

 

 

 

 

 

Preferred stock, par value $0.0001; 10,000 shares authorized; 1 shares issued as of December 31, 2023 and 2022; no shares outstanding as of December 31, 2023 and 2022

 

 

 

 

 

 

Common stock, par value $0.0001; 790,000 shares authorized; 161,678 and 152,104 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 

 

16

 

 

 

15

 

Additional paid-in capital

 

 

87,464

 

 

 

86,897

 

Accumulated deficit

 

 

(84,587

)

 

 

(87,689

)

Accumulated other comprehensive income

 

 

10

 

 

 

 

Total stockholders' equity (deficit)

 

 

2,903

 

 

 

(777

)

 

 

 

 

 

 

 

Total liabilities and stockholders' equity (deficit)

 

$

9,200

 

 

$

12,736

 

 

The accompanying notes are an integral part of these statements.

See Report of Independent Registered Public Accounting Firm.

F-4


Table of Contents

 

CV SCIENCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

 

 

For the Years Ended December 31,

 

 

2023

 

 

2022

 

Product sales, net

 

$

16,004

 

 

$

16,205

 

Cost of goods sold

 

 

8,919

 

 

 

10,655

 

Gross profit

 

 

7,085

 

 

 

5,550

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

Research and development

 

 

151

 

 

 

307

 

Selling, general and administrative

 

 

9,745

 

 

 

12,090

 

Benefit from reversal of accrued payroll taxes (Note 13)

 

 

(6,171

)

 

 

 

Total operating expenses

 

 

3,725

 

 

 

12,397

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

3,360

 

 

 

(6,847

)

 

 

 

 

 

 

 

Gain on debt extinguishment

 

 

 

 

 

(127

)

Other expense, net

 

 

264

 

 

 

1,541

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

3,096

 

 

 

(8,261

)

Income tax benefit