SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 13, 2017
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
2688 South Rainbow Boulevard, Suite B
Las Vegas, Nevada 89146
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
|o||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|o||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|o||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|o||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
|Item 1.02||Termination of a Material Definitive Agreement.|
As previously disclosed on that certain Form 8-K dated May 26, 2016, on May 25, 2016 CV Sciences, Inc. (the “Company”) entered into a Securities Purchase Agreement with an institutional accredited investor (the “Investor”), pursuant to which the Company issued to the Investor a Secured Convertible Promissory Note (the “Note”) in the principal amount of $2,055,000. On October 13, 2017, and pursuant to its rights set forth in the Note, the Company repaid with cash all outstanding amounts due under the Note. As a result, the Company has satisfied all of its obligations under the Note and the Note has been satisfied, repaid, retired and terminated.
Pursuant to the terms of the Note, the Company paid to the Investor the total sum of $340,645, which represented 125% of all outstanding obligations due under the Note. The Company repaid the Note with cash from operations.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 17, 2017
|CV SCIENCES, INC.|
|By: /s/ Michael Mona, Jr.|
|Michael Mona, Jr.|
|President and Chief Executive Officer|