UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			For the quarterly period ended ~~June 30, 2021~~March 31, 2022

☐			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						80-0944970
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

10070 Barnes Canyon Road

San Diego, CA 92121

(Address of principal executive offices)

(866) 290-2157

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
None

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 ý No o

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 ý No o

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~August~~May 11, ~~2021,~~2022, the issuer had ~~109,018,698~~134,342,188 shares of issued and outstanding common stock, par value ~~$0.0001.~~$0.0001 per share.

Table of Contents

CV SCIENCES, INC.

FORM 10-Q

TABLE OF CONTENTS

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

CV SCIENCES, INC.

CONDENSED BALANCE SHEETS (UNAUDITED)

(in thousands, except per share data)


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	2,460	$	4,024	Cash and cash equivalents	$	2,439	$	1,375
Restricted cash		501		501
Accounts receivable, net	Accounts receivable, net	1,119		1,126		Accounts receivable, net	930		2,041
Inventory	Inventory	9,176		8,840		Inventory	8,237		8,624
Prepaid expenses and other	Prepaid expenses and other	1,771		2,372		Prepaid expenses and other	3,448		2,146
Total current assets	Total current assets	15,027		16,863		Total current assets	15,054		14,186

Property & equipment, net	Property & equipment, net	2,493		2,877		Property & equipment, net	1,101		1,717
Operating lease assets		2,789		3,057
Intangibles, net	Intangibles, net	3,730		3,730		Intangibles, net	1,485		1,485
Goodwill		2,788		2,788
Other assets	Other assets	983		1,310		Other assets	626		678
Total assets	Total assets	$	27,810	$	30,625	Total assets	$	18,266	$	18,066

Liabilities and stockholders' equity	Liabilities and stockholders' equity					Liabilities and stockholders' equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	646	$	1,677	Accounts payable	$	2,705	$	2,624
Accrued expenses	Accrued expenses	10,233		9,805		Accrued expenses	10,276		10,915
Operating lease liability - current		686		680
Current portion of long-term debt		2,998		2,174
Convertible notes						Convertible notes	1,036		612
Debt						Debt	178		310
Total current liabilities	Total current liabilities	14,563		14,336		Total current liabilities	14,195		14,461

Operating lease liability		3,113		3,467
Debt		0		1,453
Deferred tax liability	Deferred tax liability	157		157		Deferred tax liability	62		62
Total liabilities	Total liabilities	17,833		19,413		Total liabilities	14,257		14,523

Commitments and contingencies (Note 7)		0		0
Commitments and contingencies (Note 8)						Commitments and contingencies (Note 8)	0		0

Stockholders' equity	Stockholders' equity					Stockholders' equity
Preferred stock, par value $0.0001; 10,000 shares authorized; 0 shares issued and outstanding		0		0
Common stock, par value $0.0001; 190,000 shares authorized; 108,462 and 100,664 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		11		10
Preferred stock, par value $0.0001; 10,000 shares authorized; 1 and no shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively						Preferred stock, par value $0.0001; 10,000 shares authorized; 1 and no shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	280		—
Common stock, par value $0.0001; 190,000 shares authorized; 122,782 and 112,482 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively						Common stock, par value $0.0001; 190,000 shares authorized; 122,782 and 112,482 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	12		11
Additional paid-in capital	Additional paid-in capital	80,544		75,123		Additional paid-in capital	85,409		83,007
Accumulated deficit	Accumulated deficit	(70,578)		(63,921)		Accumulated deficit	(81,692)		(79,475)
Total stockholders' equity	Total stockholders' equity	9,977		11,212		Total stockholders' equity	4,009		3,543

Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	27,810	$	30,625	Total liabilities and stockholders' equity	$	18,266	$	18,066

See accompanying notes to the unaudited condensed financial statements.

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CV SCIENCES, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)


		Three months ended June 30,				Six months ended June 30,					Three months ended March 31,
		2021		2020		2021		2020			2022		2021
Product sales, net	Product sales, net	$	5,128	$	5,396	$	9,972	$	13,666	Product sales, net	$	4,447	$	4,844
Cost of goods sold	Cost of goods sold	2,838		3,074		5,324		7,336		Cost of goods sold	3,291		2,486
Gross Profit		2,290		2,322		4,648		6,330
Gross profit										Gross profit	1,156		2,358

Operating expenses:	Operating expenses:									Operating expenses:
Research and development	Research and development	225		746		411		2,255		Research and development	121		186
Selling, general and administrative	Selling, general and administrative	5,575		6,233		10,860		14,052		Selling, general and administrative	2,550		5,285
Total operating expenses	Total operating expenses	5,800		6,979		11,271		16,307		Total operating expenses	2,671		5,471

Operating Loss		(3,510)		(4,657)		(6,623)		(9,977)
Operating loss										Operating loss	(1,515)		(3,113)

Interest (income) expense, net		9		4		23		(6)
Loss before income taxes		(3,519)		(4,661)		(6,646)		(9,971)
Income tax expense (benefit)		11		20		11		(138)
Net Loss		$	(3,530)	$	(4,681)	$	(6,657)	$	(9,833)
Interest expense										Interest expense	702		14
Net loss										Net loss	$	(2,217)	$	(3,127)

Weighted average common shares outstanding, basic and diluted	Weighted average common shares outstanding, basic and diluted	107,623		99,863		106,074		99,771		Weighted average common shares outstanding, basic and diluted	116,834		104,508
Net loss per common share, basic and diluted		$	(0.03)	$	(0.05)	$	(0.06)	$	(0.10)
Net loss per share, basic and diluted										Net loss per share, basic and diluted	$	(0.02)	$	(0.03)

See accompanying notes to the unaudited condensed financial statements.

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CV SCIENCES, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands)

Common Stock Additional
Paid-In
Capital Accumulated
Deficit
Shares Amount Total
Balance at December 31, 2020 100,664 $ 10 $ 75,123 $ (63,921) $ 11,212
Issuance of common stock under equity commitment 6,127 1 3,221 — 3,222
Stock-based compensation — — 657 — 657
Net loss — — — (3,127) (3,127)
Balance at March 31, 2021 106,791 11 79,001 (67,048) 11,964
Issuance of common stock from net exercise of stock options 2 — 0 — 0
Issuance of common stock under equity commitment 1,669 0 631 — 631
Stock-based compensation — — 912 — 912
Net loss — — — (3,530) (3,530)
Balance at June 30, 2021 108,462 $ 11 $ 80,544 $ (70,578) $ 9,977


	Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Deficit
	Shares	Amount		Shares	Amount						Total
Balance at December 31, 2021	—	$	—	112,482	$	11	$	83,007	$	(79,475)	$	3,543
Issuance of preferred stock and common stock warrants, net of issuance costs	1	280		—	—		274		—		554
Issuance of common stock from note conversion	—	—		6,804	1		1,228		—		1,229
Common stock issued for services	—	—		3,496	—		384		—		384
Stock-based compensation	—	—		—	—		516		—		516
Net loss	—	—		—	—		—		(2,217)		(2,217)
Balance at March 31, 2022	1	$	280	122,782	$	12	$	85,409	$	(81,692)	$	4,009

Common Stock Additional
Paid-In
Capital Accumulated
Deficit
Shares Amount Total
Balance at December 31, 2019 99,416 $ 10 $ 70,774 $ (41,637) $ 29,147
Issuance of common stock from exercise of stock options 436 — 161 — 161
Stock-based compensation — — 1,258 — 1,258
Net loss — — — (5,152) (5,152)
Balance at March 31, 2020 99,852 10 72,193 (46,789) 25,414
Issuance of common stock from exercise of stock options 34 — 12 — 12
Stock-based compensation — — 1,243 — 1,243
Net loss — — — (4,681) (4,681)
Balance at June 30, 2020 99,886 $ 10 $ 73,448 $ (51,470) $ 21,988


	Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Deficit
	Shares	Amount		Shares	Amount						Total
Balance at December 31, 2020	—	$	—	100,664	$	10	$	75,123	$	(63,921)	$	11,212
Issuance of common stock under equity commitment	—	—		6,127	1		3,221		—		3,222
Stock-based compensation	—	—		—	—		657		—		657
Net loss	—	—		—	—		—		(3,127)		(3,127)
Balance at March 31, 2021	—	$	—	106,791	$	11	$	79,001	$	(67,048)	$	11,964

See accompanying notes to the unaudited condensed financial statements.

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CV SCIENCES, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
OPERATING ACTIVITIES	OPERATING ACTIVITIES					OPERATING ACTIVITIES
Net loss	Net loss	$	(6,657)	$	(9,833)	Net loss	$	(2,217)	$	(3,127)
Adjustments to reconcile net loss to net cash flows used in operating activities:	Adjustments to reconcile net loss to net cash flows used in operating activities:					Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation and amortization	Depreciation and amortization	402		389		Depreciation and amortization	517		204
Stock-based compensation	Stock-based compensation	1,569		2,501		Stock-based compensation	516		657
Loss on disposal of fixed assets						Loss on disposal of fixed assets	99		—
Convertible note discount and interest expense						Convertible note discount and interest expense	699		—
Employee retention credit benefit						Employee retention credit benefit	(1,993)		—
Non-cash lease expense, net	Non-cash lease expense, net	268		562		Non-cash lease expense, net	—		145
Deferred taxes		0		(158)
Loss on sale of property and equipment		0		176
Other	Other	211		99		Other	98		124
Change in operating assets and liabilities:	Change in operating assets and liabilities:					Change in operating assets and liabilities:
Accounts receivable, net	Accounts receivable, net	(85)		1,032		Accounts receivable, net	1,096		133
Inventory	Inventory	(336)		1,738		Inventory	387		(168)
Prepaid expenses and other	Prepaid expenses and other	822		2,208		Prepaid expenses and other	690		692
Accounts payable and accrued expenses	Accounts payable and accrued expenses	(947)		(2,818)		Accounts payable and accrued expenses	(271)		(349)
Net cash used in operating activities	Net cash used in operating activities	(4,753)		(4,104)		Net cash used in operating activities	(379)		(1,689)

INVESTING ACTIVITIES	INVESTING ACTIVITIES					INVESTING ACTIVITIES
Purchases of property and equipment	Purchases of property and equipment	(35)		(506)		Purchases of property and equipment	—		(35)
Net cash flows used in investing activities	Net cash flows used in investing activities	(35)		(506)		Net cash flows used in investing activities	—		(35)

FINANCING ACTIVITIES	FINANCING ACTIVITIES					FINANCING ACTIVITIES
Proceeds from debt		0		2,906
Proceeds from issuance of preferred stock and common stock warrants, net of issuance costs						Proceeds from issuance of preferred stock and common stock warrants, net of issuance costs	605		—
Proceeds from issuance of convertible notes, net of issuance costs						Proceeds from issuance of convertible notes, net of issuance costs	970		—
Proceeds from issuance of common stock						Proceeds from issuance of common stock	—		3,222
Repayment of unsecured debt	Repayment of unsecured debt	(629)		0		Repayment of unsecured debt	(132)		(357)
Proceeds from issuance of common stock		3,853		0
Proceeds from exercise of stock options		0		173
Net cash flows provided by financing activities	Net cash flows provided by financing activities	3,224		3,079		Net cash flows provided by financing activities	1,443		2,865

Net decrease in cash, cash equivalents and restricted cash	Net decrease in cash, cash equivalents and restricted cash	(1,564)		(1,531)		Net decrease in cash, cash equivalents and restricted cash	1,064		1,141
Cash, cash equivalents and restricted cash, beginning of period	Cash, cash equivalents and restricted cash, beginning of period	4,525		9,608		Cash, cash equivalents and restricted cash, beginning of period	1,375		4,525
Cash, cash equivalents and restricted cash, end of period	Cash, cash equivalents and restricted cash, end of period	$	2,961	$	8,077	Cash, cash equivalents and restricted cash, end of period	$	2,439	$	5,666

Supplemental cash flow disclosures:
Income taxes paid		$	0	$	18
Supplemental cash flow disclosure:						Supplemental cash flow disclosure:
Interest paid						Interest paid	$	3	$	5

Supplemental disclosures of non-cash transactions:	Supplemental disclosures of non-cash transactions:					Supplemental disclosures of non-cash transactions:
Convertible note conversion						Convertible note conversion	$	(675)	$	—
Services paid with common stock						Services paid with common stock	$	384	$	—
Issuance cost in accounts payable and accrued expenses						Issuance cost in accounts payable and accrued expenses	$	(68)	$	—
Purchase of property and equipment in accounts payable and accrued expenses	Purchase of property and equipment in accounts payable and accrued expenses	$	0	$	327	Purchase of property and equipment in accounts payable and accrued expenses	$	—	$	7
Sale of property and equipment in exchange for note receivable (recorded in prepaid expenses and other) and inventory		$	0	$	675

See accompanying notes to the unaudited condensed financial statements.

CV SCIENCES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1. ORGANIZATION AND BUSINESS

Historical Information - CV Sciences, Inc. (the “Company”) was incorporated under the name Foreclosure Solutions, Inc. in the State of Texas on December 9, 2010. The Company subsequently changed its name to CannaVest Corp. (Texas) on January 29, 2013. On July ~~25,~~26, 2013, ~~CannaVest Corp., a Texas corporation (“CannaVest Texas”),~~the Company merged with ~~the Company, a~~and into its wholly-owned Delaware subsidiary, of CannaVest ~~Texas,~~Corp (Delaware), to effectuate a change in the Company’s state of incorporation from Texas to Delaware. On January 4, 2016, the Company filed a Certificate of Amendment of Certificate of Incorporation reflecting its corporate name change to “CV Sciences, Inc.”, effective on January 5, 2016. In addition, on January 4, 2016, the Company amended its Bylaws to reflect its corporate name change to “CV Sciences, Inc.”

Description of Business - The Company has 2 operating segments: consumer products and specialty pharmaceutical. The consumer products segment develops, manufactures, markets and sells plant-based dietary supplements and hemp-based cannabidiol ("CBD"). The Company sells its products under tradenames, such as PlusCBD™, HappyLane™, ProCBD™, CV™Acute, and CV™Defense. The Company's products are sold in a variety of market sectors including nutraceutical, beauty care and specialty foods. The specialty pharmaceutical segment is developing drug candidates which use CBD as a primary active ingredient.

Basis of Presentation - The unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). for interim financial information and the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the interim financial information includes all normal recurring adjustments necessary for a fair statement of the results for the interim periods. These condensed financial statements are unaudited and should be read in conjunction with the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.

Use of Estimates - The preparation of the condensed financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in the condensed financial statements and accompanying notes. Actual results may differ from these estimates. Significant estimates include the valuation of intangible assets, inputs for valuing equity awards, valuation of inventory and assumptions related to revenue recognition.

Fair Value Measurements - Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The carrying values of accounts receivable, other current assets, accounts payable, and certain accrued expenses as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, approximate their fair value due to the short-term nature of these items. The Company's notes payable balance also approximates fair value as of ~~June 30, 2021~~March 31, 2022, and December 31, ~~2020,~~2021, as the interest rate on the notes payable approximates the rates available to the Company as of ~~this date.~~such dates. The estimated fair value for the convertible note payable is not readily determinable. The accounting guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities.

•Level 1 - uses unadjusted quoted prices that are available in active markets for identical assets or liabilities. The Company's Level 1 assets are comprised of $1.5 million and $2.4 million in money market funds which are classified as cash equivalents as of June 30, 2021 and December 31, 2020, respectively. In addition, the Company's restricted cash of $0.5 million as of June 30, 2021 and December 31, 2020 is comprised of certificates of deposit. The carrying value of the cash equivalents and restricted cash approximated the fair value as of June 30, 2021 and December 31, 2020. The Company does 0tnot have any assets or liabilities that are valued using inputs identified under a Level 1 hierarchy as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

•Level 2 - uses inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data. The Company did 0tnot have any assets or liabilities that are valued using inputs identified under a Level 2 hierarchy as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

CV SCIENCES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

•Level 3 - uses one or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, and significant management judgment or estimation. The Company did 0tnot have any assets or liabilities that are valued using inputs identified under a Level 3 hierarchy as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

~~CV SCIENCES, INC.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)~~

Cash, cash equivalents, and restricted cash - The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets to the total of the same amounts shown in the statement of cash flows for the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (in thousands):


		June 30, 2021		June 30, 2020			March 31, 2022		March 31, 2021
Cash and cash equivalents	Cash and cash equivalents	$	2,460	$	7,576	Cash and cash equivalents	$	2,439	$	5,165
Restricted cash	Restricted cash	501		501		Restricted cash	—		501
Total cash and restricted cash shown in the statements of cash flows	Total cash and restricted cash shown in the statements of cash flows	$	2,961	$	8,077	Total cash and restricted cash shown in the statements of cash flows	$	2,439	$	5,666

Revenues - The following presents revenue product sales by ~~channel, food, drug~~retail (B2B) and ~~mass ("FDM"), natural products and other, and~~ e-commerce (B2C) channels for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020:~~2021:

Three months ended June 30, 2021 Three months ended June 30, 2020
Amount % of product sales, net Amount % of product sales, net
(in thousands) (in thousands)
Retail - FDM $ 222 4.3 % $ 445 8.2 %
Retail - Natural products and other 3,013 58.8 % 2,914 54.0 %
E-Commerce 1,893 36.9 % 2,037 37.8 %
Product sales, net $ 5,128 100.0 % $ 5,396 100.0 %


	Three months ended March 31, 2022				Three months ended March 31, 2021
	Amount		% of product sales, net		Amount		% of product sales, net
	(in thousands)				(in thousands)
Retail sales (B2B)	$	2,559	57.5	%	$	2,975	61.4	%
E-Commerce sales (B2C)	1,888		42.5	%	1,869		38.6	%
Product sales, net	$	4,447	100.0	%	$	4,844	100.0	%

Six months ended June 30, 2021 Six months ended June 30, 2020
Amount % of product sales, net Amount % of product sales, net
(in thousands) (in thousands)
Retail - FDM $ 445 4.5 % $ 876 6.4 %
Retail - Natural products and other 5,765 57.8 % 8,739 63.9 %
E-Commerce 3,762 37.7 % 4,051 29.7 %
Product sales, net $ 9,972 100.0 % $ 13,666 100.0 %

~~Liquidity Considerations~~Common Stock Warrants - The Company ~~believes~~classifies as equity any warrants that (i) require physical settlement or net-share settlement or (ii) provide the Company with a ~~combination~~choice of ~~factors, mainly consisting~~net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any warrants that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the Company’s control), (ii) gives the counterparty a choice of ~~increased competition~~net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) that contain reset provisions that do not qualify for the scope exception. The Company assesses classification of its common stock warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company��s freestanding derivatives consist of warrants to purchase common stock that were issued in connection with its convertible preferred stock. The Company evaluated these warrants to assess their proper classification, and determined that the ~~effects~~common stock warrants meet the criteria for equity classification in the balance sheets.

Intangible Assets – The Company evaluates the carrying value of intangible assets annually during the fourth quarter in accordance with ASC Topic 350, Intangibles Goodwill and Other, and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the ~~COVID-19 pandemic, have adversely impacted~~reporting unit below its ~~business operations for the three and six month period ended June 30, 2021. Due~~carrying amount. Such circumstances could include, but are not limited to a low barrier entry market with a lack of a clear regulatory framework, the Company faces intense competition from both licensed and illicit market operators that may also sell plant-based dietary supplements and hemp-based CBD consumer products.

~~COVID-19 also had~~(1) a significant ~~impact on~~adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. All of the Company's results of operations as government-imposed restrictions on businesses and retail store closures impacted its sales revenue. Although the Company cannot predict how sales for its products will continueintangible assets are assigned to be impacted by the increase in competition and these preventative measures, the Company expects that these factors may continue to negatively impact its operations due to decreased consumer demand as well as potential production and warehouse limitations. These factors result in events or conditions, before consideration of management’s plans, that could impact the Company's ~~continuing operations~~specialty pharmaceutical segment.

Management makes critical assumptions and estimates in completing impairment assessments of other intangible assets. The Company's cash flow projections look several years into the future and include assumptions on variables such as future sales and operating margin growth rates, economic conditions, probability of success, market competition, inflation and discount rates.

The Company classifies intangible assets into two categories: (1) intangible assets with definite lives subject to amortization; and (2) intangible assets with indefinite lives not subject to amortization. The Company determines the useful lives of its ~~ability to meet future obligations.~~

~~Although~~identifiable intangible assets after considering the ~~Company’s revenue was impacted for the six months ended June 30, 2021~~specific facts and the year ended December 31, 2020 due to increased competition and the effects of COVID-19, the Company was able to mitigate, to some degree, these conditions as the Company’s management implemented, and continues to make and implement, strategic cost reductions, including reductions in employee headcount, vendor spending, and the delay of expensescircumstances related to ~~its drug development activities.~~

On December 8, 2020, the Company entered into a common stock purchase agreement (“SPA”) with Tumim Stone Capital, LLC (“Tumim”), pursuant to which Tumim committed to purchase up to $10.0 million in shares of our common stock, from time to time, as further discussed in Note 4.each intangible asset. Factors

CV SCIENCES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

considered when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company's 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, the Company tests 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 the Company's qualitative assessment, the Company 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 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.

Liquidity Considerations – 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. The accompanying financial statements and notes have been prepared assuming the Company will continue as a going concern. For the three months ended March 31, 2022 and the year ended December 31, 2021, the Company generated negative cash flows from operations of $0.4 million and $7.5 million, respectively. In addition, the Company had an accumulated deficit of $81.7 million as of March 31, 2022. Management ~~believes~~anticipates that ~~its cash and cash equivalents~~the Company will be dependent, for the near future, on ~~hand~~ ~~together with the equity commitment with Tumim and~~ ~~the cost reduction measures, as needed, will provide sufficient liquidity~~additional investment capital to fund operations, growth initiatives and to continue to make and implement strategic cost reductions, including reductions in employee headcount, vendor spending, and delaying expenses related to its ~~operations~~drug development activities. 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 March 2022, the Company closed a second tranche of its convertible note offering and a convertible preferred stock financing, which resulted in gross proceeds to the Company before closing expenses of approximately $1.0 million and $0.7 million, respectively.

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, the Company was eligible for a refundable employee retention credit subject to certain criteria. The Company determined that it qualifies for the ~~next 12~~tax credit under the CARES Act. During the three months ~~from~~ended March 31, 2022, the ~~issuance~~Company claimed employee retention credits recognized as a reduction to general and administrative expenses of ~~these~~$2.0 million. The amount is included in prepaid expenses and other in the Company's condensed ~~financial statements.~~balance sheet as of March 31, 2022.

The Company's operating results and accumulated deficit, amongst 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.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04 and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. Topic 326 was to be effective for reporting periods beginning after December 15, 2019, with early adoption permitted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates, which deferred the effective dates for the Company, as a smaller reporting company, until fiscal year 2023. The Company currently plans to adopt the aforementioned guidance at the beginning of fiscal 2023. The Company is currently evaluating the potential impact of Topic 326 on the Company’s condensed financial statements.

CV SCIENCES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Recent Adopted ~~Accounting~~ Pronouncements

In ~~December 2019,~~2021, the ~~FASB issued~~Company early adopted Accounting Standards Update (“ASU”) ASU ~~2019-12, Simplifying the Accounting for Income Taxes ("~~2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU ~~2019-12"), which~~2020-06)”. The update simplifies the accounting for ~~income taxes, eliminates certain exceptions within ASC 740, Income Taxes,~~convertible debt instruments and ~~clarifies certain aspects~~convertible preferred stock by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from the primary contract. The guidance also includes targeted improvements to the disclosures for convertible instruments and earnings per share.

2. BALANCE SHEET DETAILS

Inventory

Inventory as of March 31, 2022 and December 31, 2021 was comprised of the ~~current guidance to promote consistency among reporting entities.~~ following (in thousands):


	March 31, 2022		December 31, 2021
Raw materials	$	3,954	$	4,023
Work in process	1,385		1,286
Finished goods	2,898		3,315
	$	8,237	$	8,624

The ~~new standard is effective~~Company recorded inventory write-downs of $0.1 million for fiscal years beginning after December 15, 2020. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company's adoption of ASU 2019-12 during the three ~~and six~~ months ended ~~June 30,~~March 31, 2022. Inventory write-offs for the three months ended March 31, 2021 ~~did not have a material impact on the Company's condensed financial statements.~~were immaterial.

Intangibles, net

Intangible assets consisted of in-process research and development with an indefinite life of $1.5 million as of March 31, 2022 and December 31, 2021.

Accrued expenses

Accrued expenses as of March 31, 2022 and December 31, 2021 were as follows (in thousands):


	March 31, 2022		December 31, 2021
Accrued payroll expenses (1)	$	8,545	$	9,023
Other accrued liabilities	1,731		1,892
	$	10,276	$	10,915
(1) This includes a $6.7 million tax liability associated with a related party transaction, as discussed in Note 11.

CV SCIENCES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

~~2. BALANCE SHEET DETAILS~~3. CONVERTIBLE NOTES

~~Inventory~~

~~Inventory~~Convertible notes as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020 was comprised of the following (in thousands):~~

June 30,
2021 December 31,
2020
Raw materials $ 4,603 $ 4,923
Work in process 1,685 785
Finished goods 2,888 3,132
$ 9,176 $ 8,840

~~The Company recorded inventory write-downs of $0.1 million for the three and six months ended June 30,~~ 2021 ~~respectively. Inventory write-downs for the three and six months ended June 30, 2020 were $0.2 million and $0.3 million, respectively.~~

~~Intangibles, net~~

~~Intangibles, net as of June 30, 2021 and December 31, 2020 consisted of in-process research and development of $3.7 million with an indefinite life.~~

~~Accrued expenses~~

~~Accrued expenses as of June 30, 2021 and December 31, 2020~~ were as follows (in thousands):

June 30,
2021 December 31,
2020
Accrued payroll expenses (1)
$ 8,627 $ 8,324
Other accrued liabilities 1,606 1,481
$ 10,233 $ 9,805
(1) This includes a $6.2 million tax liability associated with a related party transaction as discussed in Note 10.


	March 31, 2022		December 31, 2021
Principal amount	$	2,120	$	1,060
Less: Original issuance discount (OID)	(120)		(60)
Less: Debt issuance costs	(275)		(229)
Net proceeds	1,725		771
Conversion of note into common shares	(905)		(230)
Accretion of OID and amortization of debt issuance costs	216		71
Carrying amount	$	1,036	$	612

~~3. DEBT~~

~~Debt~~On November 14, 2021, the Company entered into a securities purchase agreement (the “SPA”), with an institutional investor (the “Investor”) providing for the sale and issuance in series of registered direct offerings of senior convertible notes (the “Notes”) in the aggregate original principal amount of up to $5.3 million (the “Offering”). On November 17, 2021, at the initial closing of this Offering, the Company sold and issued $1.06 million in aggregate principal amount of Notes to the Investor pursuant to a prospectus supplement to its effective shelf registration statement Form S-3 (Registration No. 333-237772). The Notes have an original issue discount of 6%, resulting in net proceeds to the Company of $1.0 million before other debt issuance costs, and mature on May 17, 2022. The Notes shall not bear interest except upon the occurrence of an event of default. After the occurrence of an event of default, the Notes will accrue interest at the rate of 15% per annum; provided, however, that in the event that such event of default is subsequently cured (and no other default then exists (including, without limitation, for the Company's failure to timely pay such interest at the default rate)), interest shall cease to accrue as of ~~June 30, 2021~~the calendar day immediately following the date of such cure. The Notes are senior to other indebtedness of the Company.

The Notes have an initial fixed conversion price of $0.2611. The initial fixed conversion price is subject to proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination and/or similar transactions and ~~December 31, 2020 were as follows (in thousands):~~

June 30,
2021 December 31, 2020
PPP loan $ 2,906 $ 2,906
Insurance financing 92 721
2,998 3,627
Less: Current portion of debt (2,998) (2,174)
Long-term portion of debt $ 0 $ 1,453

~~Principal payments~~full-ratchet adjustment in connection with a subsequent offering at a per share price less than the fixed conversion price then in effect. Upon each additional closing, the fixed conversion price of all outstanding Notes are subject to downward adjustment if greater than the lower of (i) 120% of the closing bid price of the Company's common stock on the ~~debt are as follows (in thousands):~~trading day immediately preceding such additional closing date; and (ii) 120% of the arithmetic average of the volume weighted average prices of the Company's common stock on the 5 trading days preceding the additional closing.

June 30,
2021
2021 $ 1,545
2022 1,453
Total principal payments $ 2,998
The holder may convert any part of the Notes into shares of common stock at an “Alternate Conversion Price” equal to the lesser of (i) the fixed conversion price then in effect; (ii) the greater of the floor price of $0.01 and 90% of the arithmetic average of the three lowest daily volume weighted average prices of the Company's common stock during the ten trading days immediately prior to such conversion; and (iii) the greater of the floor price and 97% of the lowest sale price of the Company's common stock on the applicable conversion date.

In connection with a change of control of the Company, each holder may require the Company to redeem in cash any portion of the Notes at the greater of the face value, a 15% redemption premium to the equity value of our common stock underlying the Notes and the equity value of the change of control consideration payable to the holder of common stock underlying the Notes. The equity value of our common stock underlying the Notes is calculated using the greatest closing sale price of Company common stock during the period immediately preceding the consummation or the public announcement of the change of control and ending the date the holder gives notice of such redemption. The equity value of the change of control consideration payable to the holder of common stock underlying the Notes is calculated using the aggregate cash consideration per share of common stock to be paid to the holders of common stock upon the change of control.

If an event of default occurs, each holder may require the Company to redeem all or any portion of the Notes (including all accrued and unpaid interest and late charges thereon), in cash, at the greater of the face value and a 15% redemption premium or (10% if such event of default is a price default) to the greater of the face value and the equity value of the common stock underlying the Notes. The equity value of the common stock underlying the Notes is calculated using the greatest closing sale price of the common stock on any trading day immediately preceding such event of default and the date the entire payment is made.

CV SCIENCES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

If the Company consummates a subsequent public or private offering of securities, each holder of Notes may require the Company to use up to 20% of the gross proceeds of such subsequent placement (less any reasonable placement agent, underwriter and/or legal fees and expenses) to redeem in cash all, or any portion, of the Notes, at a 5% redemption premium.

~~Paycheck Protection Program~~The Company may redeem, at any time, any portion of the outstanding Notes in cash with a 15% redemption premium to the greater of the face value of the Notes or the equity value of its common stock.

On ~~April 15, 2020,~~March 25, 2022, the Company ~~applied for a loan from JPMorgan Chase Bank, N.A.~~sold and issued an additional $1.06 million principal amount of the Notes under this Offering (the ~~"Lender"~~"Second Tranche"), which Notes were offered pursuant to a prospectus supplement to the ~~Paycheck Protection Program~~Company's effective shelf registration statement Form S-3 (Registration No. 333-237772). The Notes issued in the Second Tranche also have an OID of 6%, resulting in net proceeds of the ~~CARES Act as administered by~~Company of $1.0 million, before other debt issuance costs. The Notes issued in the ~~U.S. Small Business Administration. On April 17, 2020,~~Second Tranche mature on September 25, 2022.

During the ~~loan was approved,~~three months ended March 31, 2022, holders of certain Notes converted amounts payable under such Notes into an aggregate of 6,804,281 shares of Company common stock at a weighted average conversion price of $0.10 per share, resulting in a reduction of the Note balance of $0.7 million and the recognition of additional interest expense of $0.6 million. Subsequent to March 31, 2022, holders of certain of the Notes converted amounts payable under such Notes into an additional 1,559,428 shares of Company ~~received proceeds~~common stock at a weighted average conversion price of $0.08 per share, resulting in a further reduction of the ~~amount~~Note balance of ~~$2.9~~$0.1 million, ~~(the “PPP Loan”).~~and the recognition of additional interest expense was immaterial.

~~The PPP Loan,~~Subsequent to March 31, 2022, the volume weighted average price ("VWAP") of the Company's common stock was below $0.10 for more than 5 days, which ~~took~~constitutes a price default in accordance with the ~~form~~SPA. As a result, from the date of ~~a promissory note, matures on April 15, 2022~~such default and ~~bears~~for so long as such default remains uncured, the Notes will accrue interest at a rate of ~~0.98%~~15% per annum, ~~(the “Promissory Note”)~~and the holder now has the right to require the Company to redeem all or any portion of the Notes (including all accrued and unpaid interest and late charges thereon), in cash, at a price not less than the face value of the Notes and a 10% redemption premium, as determined in accordance with the terms of the Notes. The Company is in communications with the holder of the Notes regarding the default, and anticipates to come to a mutually agreeable resolution related thereto, although no assurances can be given.

4. DEBT

In October 2021, the Company entered into a financing agreement with First Insurance Funding in order to fund a portion of its insurance policies. The amount financed is $0.4 million and incurs interest at a rate of 4.17%. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The Promissory Note provides for customary events of default, including, among others, those relating to failurewill be required to make ~~payment, bankruptcy, breaches~~monthly payments of ~~representations and material adverse effects.~~$45,000 from November 2021 through July 2022. The ~~Company may prepay the principal~~outstanding balance as of ~~the PPP Loan at any time without incurring any prepayment charges.~~

Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, and covered utilities during the covered period of 8 weeks beginning on the date of loan approval. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee in excess of $100,000, prorated annually. Not more than 25% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. In the event the PPP Loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal.

The Paycheck Protection Program Flexibility Act of 2020 (the “PPP Flexibility Act”), enacted on June 5, 2020, amended the Paycheck Protection Program, among others, as follows: (i) extended the covered period from 8 weeks to 24 weeks from the date the PPP Loan is originated, during which PPP funds needed to be expended in order to be forgiven. A borrower may submit a loan forgiveness application any time on or before the maturity date of the loan – including before the end of the covered period – if the borrower has used all of the loan proceeds for which the borrower is requesting forgiveness. (ii) at least 60% of PPP funds must be spent on payroll costs, with the remaining 40% available to spend on other eligible expenses. (iii) payments are deferred until the date on which the amount of forgiveness determined is remitted to the lender. If a borrower fails to seek forgiveness within 10 months after the last day of its covered period, then payments will begin on the date that is 10 months after the last day of the covered period. In addition, the PPP Flexibility Act modified the CARES Act by increasing the maturity date for loans made after the effective date from two years to a minimum maturity of five years from the date on which the borrower applies for loan forgiveness. Existing PPP loans made before the new legislation retain their original two-year term, but may be renegotiated between a lender and a borrower to match the 5-year term permitted under the PPP Flexibility Act.

On July 1, 2021, the Company submitted an application for forgiveness of its PPP Loan. The forgiveness process is currently under review, and the Company is awaiting a response from the Lender and the SBA. No assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part. The Promissory Note is classified as current.

~~Unsecured Note Payable~~March 31, 2022 was $0.2 million.

In October 2020, the Company entered into a finance agreement with First Insurance Funding in order to fund a portion of its insurance policies. The amount financed iswas $0.7 million and ~~incurs~~incurred interest at a rate of 3.60%. The Company iswas required to make monthly payments of ~~$0.1 million~~$63,000 from November 2020 through July 2021. ~~The~~There was no outstanding balance as of ~~June 30, 2021 was $0.1 million.~~March 31, 2022.

4.5. STOCKHOLDERS EQUITY

Common Stock

On December 8, 2020, the Company entered into ~~an SPA~~a Common Stock Purchase Agreement (the "SPA") with Tumim Stone Capital, LLC ("Tumim") to issue and sell up to $10.0 million in shares of the Company's common stock. The SPA provides, among other things, that the Company may direct, every 3 trading days, Tumim to purchase a number of shares not to exceed an amount determined based upon the trading volume and stock price of the Company's shares. During the three ~~and six~~ months ended ~~June 30,~~December 31, 2021, the Company sold ~~1,669,086 and 7,796,356~~6,127,270 shares of common stock pursuant to the SPA, and recognized proceeds of ~~$0.6 million~~$3.2 million. The Company and ~~$3.9 million, respectively. As of August 13, 2021,~~Tumim mutually agreed to terminate the SPA, effective November 15, 2021.

During the three months ended March 31, 2022, the Company ~~has sold 556,362 additional~~issued 3,496,000 shares of common stock ~~and recognized proceeds~~to a vendor for $0.4 million of ~~$0.2 million under the SPA since the quarter ended June 30, 2021. The Company has a remaining availability under SPA of $5.8 million as of August 13, 2021.~~services.

Preferred Stock

910

CV SCIENCES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

On March 30, 2022, the Company closed a registered direct offering with an institutional investor for the issuance and sale of an aggregate of 700 shares of the Company's Series A Preferred Stock ("Preferred Stock") and warrants to purchase up to an aggregate of 10,000,000 shares of common stock, par value $0.0001 per share, for gross proceeds of $0.7 million, or net cash proceeds of $0.6 million after deducting $0.1 million related to placement agent’s fees and other offering expenses. Shares of the Preferred Stock have a stated value of $1,000 per share and are convertible into an aggregate of 10,000,000 shares of common stock at a conversion price of $0.07 per share at any time. The warrants have an exercise price of $0.10 per share. In addition, the Company issued designees of the placement agent warrants to purchase up to 750,000 shares of common stock at an exercise price of $0.0875 per share, and their fair value of $0.1 million was recorded as an additional offering cost. In April 2022, the investor converted the 700 outstanding shares of Preferred Stock into 10,000,000 shares of common stock.

The Preferred Stock does not have any mandatory redemption provisions, contingently redeemable redemption provisions, preferential dividend rights, or liquidation preferences. The Preferred Stock have no voting rights, other than the right to vote as a class on certain matters, except that each share of Preferred Stock will have the right to cast 170,000 votes per share of Preferred Stock, voting together as a single class with holders of Company common stock, on the proposals to (i) amend the Company’s Certificate of Incorporation to increase the number of shares of capital stock authorized for issuance thereunder from 200,000,000 to 800,000,000 and the authorized number of shares of common stock from 190,000,000 to 790,000,000 shares (the “Increase in Authorized”), and (ii) authorize the Company’s board of directors, at any time or times before May 30, 2025, to amend the Company’s Certificate of Incorporation to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock in a range of not less than 1-for-10 and not greater than 1-for-400, which will be presented to the Company’s shareholders for approval at the Company’s 2022 annual meeting of shareholders.

The Company evaluated the classification of the Preferred Stock and determined equity classification was appropriate due to no mandatory or contingently redeemable redemption features. The warrants issued to the investors in the offering were considered freestanding equity classified instruments. The Company first allocated gross proceeds from the registered direct offering between the Preferred Stock and the warrants issued to investors using a relative fair value approach, resulting in an initial allocation to both instruments of $0.4 million and $0.3 million, respectively. The issuance costs, inclusive of the fair value of the warrants issued to placement agent designees, were allocated between the Preferred Stock and the warrants issued to investors in a systematic and rational manner resulting in an allocation to both instruments of $0.1 million and $0.1 million, for a net allocation of $0.3 million and $0.2 million, respectively. On the issuance date, the Company estimated the fair value of the warrants issued to investors and to placement agent designees using a Black-Scholes pricing model using the following assumptions: (i) contractual term of 3 years, (ii) expected volatility rate of 104.0%, (iii) risk-free interest rate of 2.5%, (iv) expected dividend rate of 0%, and (v) closing price of the Company’s common stock as of the day immediately preceding the registered direct offering. The fair value of Preferred Stock was estimated based upon equivalent common shares that Preferred Stock could have been converted into at the closing price of the day immediately preceding the purchase date.

The embedded conversion feature was evaluated and bifurcation from the Preferred Stock equity host was not considered necessary.

Warrants

The following represents a summary of the warrants outstanding at each of the dates identified:


					Number of Shares Underlying Warrants
Issue Date	Classification	Exercise Price		Expiration Date	March 31, 2022	December 31, 2021
March 30, 2022	Equity	$	0.1000	(*)	10,000,000	—
March 30, 2022	Equity	$	0.0875	(*)	750,000	—
					10,750,000	—

(*) The warrants will expire three years following the shareholder approval date of the Increase in Authorized, but in no event later than March 31, 2027.

5.6. STOCK-BASED COMPENSATION

CV SCIENCES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

As of December 31, ~~2020,~~2021, there were ~~34,976,000~~38,976,000 shares of Company common stock authorized for issuance under the CV Sciences, Inc. Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). On June 11, 2019, the Company’s stockholders approved an amendment to the 2013 Plan to add an automatic “evergreen” provision regarding the number of shares to be annually added to the 2013 Plan. As a result, the number of shares of common stock that will be automatically added to the 2013 Plan on January 1 of each year during the term of the plan, starting with January 1, 2020, will be the lesser of: (a) 4% of the total shares of the Company’s common stock outstanding on December 31st of the prior year, (b) 4,000,000 shares of the Company’s common stock, or (c) a lesser number of shares of the Company’s common stock as determined by the Company’s Board of Directors. On January 1, ~~2021,~~2022, the Company's Board of Directors elected not to add any shares to the 2013 Plan. In March 2022, the Company ~~added 4,000,000 shares~~cancelled 9,000,000 outstanding stock options, of which 7,000,000 were previously granted under the 2013 Plan. On March 30, 2022, the Company's ~~common stock~~Board of Directors approved, and the Company adopted, an amendment to the 2013 Plan ~~for a total~~to reduce the number of ~~38,976,000~~ shares ~~authorized~~available for issuance under the 2013 Plan ~~as of June 30, 2021.~~by 8,000,000 shares. As of ~~June 30, 2021,~~March 31, 2022, the Company had ~~4,052,000~~4,347,000 authorized unissued shares reserved and available for issuance ~~upon exercise and conversion of outstanding awards~~ under the 2013 Plan.

As of ~~June 30, 2021,~~March 31, 2022, total unrecognized compensation cost related to non-vested stock-based compensation arrangements was ~~$4.3~~$1.0 million, which is expected to be recognized over a weighted-average period of ~~1.24~~0.89 years.

The following summarizes activity related to the Company's stock options (in thousands, except per share data):

Number of Shares Weighted Average
Exercise Price Weighted Average
Remaining Contract
Term (in years) Aggregate Intrinsic Value
Outstanding - December 31, 2020 25,225 $ 0.48 5.7 $ 2,186
Granted 6,550 0.55 — —
Exercised (2) 0.26 — —
Forfeited (440) 0.58 — —
Outstanding - June 30, 2021 31,333 0.50 6.1 378
Exercisable - June 30, 2021 23,829 0.47 5.1 354
Vested or expected to vest - June 30, 2021 31,333 $ 0.50 6.1 $ 378


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (in years)	Aggregate Intrinsic Value
Outstanding - December 31, 2021	30,163	$	0.49	5.5	$	—
Granted	—	—		—	—
Exercised	—	—		—	—
Forfeited	(7,872)	0.47		—	—
Outstanding - March 31, 2022	22,291	0.49		4.6	8

Exercisable - March 31, 2022	19,120	0.50		3.9	8
Vested or expected to vest - March 31, 2022	22,291	$	0.49	4.6	$	8

The Company has established performance milestones in connection with drug development efforts for its lead drug candidate CVSI-007. The above table includes ~~5,000,000~~4,250,000 vested performance-based options as of ~~June 30, 2021,~~March 31, 2022, which were issued outside of the 2013 Plan. As of ~~June 30, 2021,~~March 31, 2022, there were ~~8,000,000~~6,750,000 remaining unvested stock options granted to Michael Mona Jr. ("Mona Jr.") outside of the 2013 Plan which are not included in the above table. These stock options vest upon the completion of future performance conditions ~~including those related to the Settlement Agreement with Mona Jr.~~ (refer to Note ~~10)~~11).

~~The total intrinsic value of~~There were no stock options exercised during the ~~six~~three months ended June 30, 2020 was $0.3 million. Upon option exercise, the Company issues new shares of stock. The intrinsic value of stock option exercises during the six months ended June 30, 2021 was not material.

~~CV SCIENCES, INC.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)~~

March 31, 2022 and 2021.

The following table presents the weighted average grant date fair value of stock options granted and the weighted-average assumptions used to estimate the fair value on the date of grant using the Black-Scholes valuation model:


		Three months ended June 30,		Six months ended June 30,							Three months ended March 31,
		2021	2020	2021			2020				2022	2021
Volatility	Volatility	132.1%	123.1%	133.7		%	132.9		%	Volatility	*	134.1%
Risk-Free Interest Rate	Risk-Free Interest Rate	0.8%	0.4%	0.9		%	0.5		%	Risk-Free Interest Rate	*	1.0%
Expected Term (in years)	Expected Term (in years)	5.49	5.42	5.61			5.32			Expected Term (in years)	*	5.61
Dividend Rate	Dividend Rate	0%	0%	0		%	0		%	Dividend Rate	*	—%
Fair Value Per Share on Grant Date	Fair Value Per Share on Grant Date	$0.32	$0.61	$	0.49		$	0.36		Fair Value Per Share on Grant Date	*	$0.53

* there were no grants during the three months ended March 31, 2022.

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 the

CV SCIENCES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Company's common stock. The Company estimates the expected term for stock options awarded to employees, non-employees, officers and directors using the simplified method in accordance with ASC Topic 718, Stock Compensation, because the Company does not have sufficient relevant historical information to develop reasonable expectations about future exercise patterns. In the future, as the Company gains 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.

6.7. NET LOSS PER SHARE

The Company computes basic net loss per share using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares plus potential common shares. The Company's stock options, including those with performance conditions, are included in the calculation of diluted net loss per share using the treasury stock method when their effect is dilutive. Potential common shares are excluded from the calculation of diluted net loss per share when their effect is anti-dilutive.

The following common stock equivalents were not included in the calculation of net loss per diluted share because their effect were anti-dilutive (in thousands):


		Three months ended June 30,		Six months ended June 30,			Three months ended March 31,
		2021	2020	2021	2020		2022	2021
Stock options	Stock options	26,333	21,661	26,333	21,661	Stock options	18,041	20,225
Performance stock options	Performance stock options	5,000	5,000	5,000	5,000	Performance stock options	11,000	13,000
Warrants						Warrants	10,750	—
Convertible notes						Convertible notes	7,623	—
Convertible preferred shares						Convertible preferred shares	10,000	—
Total	Total	31,333	26,661	31,333	26,661	Total	57,414	33,225

~~The above table excludes 8,000,000 unvested performance stock options for the three and six months ended June 30, 2021 and 2020, which vest upon the completion of future performance conditions.~~

~~CV SCIENCES, INC.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)~~

7.8. COMMITMENTS AND CONTINGENCIES

On March 17, 2015, Michael Ruth filed a shareholder derivative suit in Nevada District Court alleging breach of fiduciary duty and gross mismanagement (the “Ruth Complaint”). The claims are premised on the same events that were the subject of a purported class action filed in the Southern District of New York on April 23, 2014 (the “Sallustro Case”). On July 2, 2019, the court in the Sallustro Case entered a final order dismissing the complaint with prejudice. The Company did not make any settlement payment, and at no time was there a finding of wrongdoing by the Company or any of its directors. Regarding the Ruth Complaint, the ~~Company and Mr. Ruth~~parties previously agreed to stay the action pending the conclusion of discovery in the Sallustro Case. Now that the Sallustro Case has been dismissed, the stay has been lifted. Plaintiff’s counsel recently informed the Court that Mr. Ruth sold his shares of CVSI stock and thus he no longer has standing to pursue this claim. However, the Court allowed Plaintiff’s counsel to substitute CVSI shareholder Otilda Lamont as the named plaintiff. On September 20, 2019, ~~the Company~~defendants filed a motion to dismiss the Ruth Complaint and the Court issued a ruling denying the motion to dismiss on November 24, 2020. A Third Amended Complaint was filed on December 11, 2020 substituting Otilda Lamont as plaintiff. ~~The Company~~Defendants filed an answer to the Ruth Complaint on January 11, 2021, and discovery is ongoing. The Court issued a schedule whereby discovery ~~ends~~ended on November 19, 2021. Management intends to vigorously defend the allegations.

On August 24, 2018, David Smith filed a purported class action complaint in Nevada District Court (the "Smith Complaint") alleging certain misstatements in the Company's public filings that led to stock price fluctuations and financial harm. Several additional individuals filed similar claims, and the Smith Complaint and each of the other suits all arise out of a report published by Citron Research on Twitter on August 20, 2018, suggesting that the Company misled investors by failing to disclose that the Company’s efforts to secure patent protection for CVSI-007 had been “finally rejected” by the United States Patent and Trademark Office ("USPTO"). On November 15, 2018, the court consolidated the actions and appointed Richard Ina, Trustee for the Ina Family Trust, as Lead Plaintiff for the consolidated actions. On January 4, 2019, Counsel for Lead Plaintiff Richard Ina, Trustee for the Ina Family Trust, filed a “consolidated amended complaint”. On March 5, 2019, wedefendants filed a motion to dismiss the action. The Court denied the motion to dismiss on December 10, 2019, and the parties ~~have~~ commenced discovery in the ~~action with~~action. Recently, the parties attended mediation and reached a ~~discovery cutoff date~~preliminary settlement to resolve

CV SCIENCES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

this matter for a total of ~~August 23, 2021.~~$712,500. The Company anticipates that all settlement payments will be paid through insurance. On March 9, 2022, the Nevada District Court issued an order granting preliminary approval of the settlement and setting a hearing for final approval of the settlement, which is scheduled for July 22, 2022.

Arising out of the same facts and circumstances in the Smith Complaint, on June 11, 2020, Phillip Berry filed a derivative suit in the United States District Court for the Southern District of California alleging breaches of fiduciary duty against the Company and various defendants, and waste of corporate assets (the “Berry Complaint”). ~~The Company accepted service of the Berry Complaint and~~Defendants filed a motion to dismiss. On May 14, 2021, the District Court issued an order denying the motion to dismiss without prejudice but staying the action pending resolution of the Ina case. In addition to the Berry Complaint, 5 additional shareholder derivative suits have been filed which are premised on the same event as the Smith Complaint. This includes ~~a new~~the most recent shareholder derivative action filed on April 13, 2021 by David Menna in the Superior Court of the State of California, County of San Diego. ~~This~~A case ~~is stayed by stipulation of the parties until August 11, 2021.~~management conference was held on May 6, 2022. With respect to the other ~~four~~4 shareholder derivative cases, ~~all~~three of the 4 actions are also currently ~~stayed.~~stayed and/or likely to have their stays continued. In one action initiated by shareholder John Radcliffe, defendants moved to dismiss the case on April 18, 2022. On May 19, 2020, the USPTO issued a patent pertaining to CVSI-007, which the Company believes negates and defeats any claims that the Company and the various defendants misled the market by not disclosing that the USPTO had finally rejected the patent. Management intends to vigorously defend the allegations in each of these matters as the result of the issuance of a patent and the failure of the plaintiffs’ causes of action on various other grounds.

On December 3, 2019, Michelene Colette and Leticia Shaw filed a putative class action complaint in the Central District of California, alleging the labeling on the Company’s products violated the Food, Drug, and Cosmetic Act of 1938 (the “Colette Complaint”). On February 6, 2020, the Company filed a motion to dismiss the Colette Complaint. Instead of opposing our motion, plaintiffs elected to file an amended complaint on February 25, 2020. On March 11, 2020, we filed a motion to dismiss the amended complaint. The court issued a ruling on May 22, 2020 that stayed this proceeding in its entirety and dismissed part of the amended complaint. The portion of the proceeding that is stayed will remain stayed until the U.S. Food and Drug Administration promulgates rules that govern cannabidiol products (the “FDA Rules”). When such FDA Rules are promulgated, the plaintiffs will be allowed to ask the court to reopen the proceeding. Management intends to vigorously defend the allegations.

On July 22, 2020, the Company filed a complaint in the San Diego Superior Court for declaratory relief to confirm the ~~termination~~rescission of Mona Jr.’s employment agreement, which terminated certain severance and other post-termination compensation and benefits, as well as to recover amounts owed to the Company by Mona Jr. in connection with his purchase of a personal seat license ("PSL") for the Raiders Stadium and certain advance payments made on Mona Jr.’s behalf. The ~~complaint also requests that~~case was moved to an arbitration before the American Arbitration Association pursuant to the arbitration agreement in Mona Jr. ~~provides~~'s employment agreement. Mona Jr. is seeking to obtain the terminated severance and other post-termination compensation and benefits under his employment agreement and reimbursement of legal fees associated with this action. On April 27, 2022, the arbitrator issued a final ruling awarding the Company ~~with appropriate taxing authority documentation~~amounts owed by Mona Jr. related to ~~show that he paid~~his purchase of the ~~tax~~PSL and other advance payments made on Mona Jr.'s behalf for a total of $0.3 million, including prejudgment interest. The arbitrator also awarded Mona Jr. termination severance and other post-termination compensation and benefits under his employment agreement for a total of $0.6 million, including prejudgment interest. The net amount due to Mona Jr. of $0.3 million is included in accrued expenses as of March 31, 2022.

On November 5, 2021, Mona Jr. filed a complaint against the Company in Nevada state court seeking to recover federal and state taxes from the Company associated with the ~~vesting of the RSU's. For more~~

~~CV SCIENCES, INC.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)~~

~~information~~RSU release in 2019 - refer also to Note ~~10,~~ 11. Related ~~Parties. The parties have commenced the discovery process, and~~Parties, for further information. On December 22, 2021, the Company filed a motion to dismiss the complaint. The motion to dismiss is fully briefed and is pending before the court. Management intends to vigorously ~~pursue its claims.~~defend the allegations.

In the normal course of business, the Company is a party to a variety of agreements pursuant to which they may be obligated to indemnify the other party. It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of our obligations, and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these types of agreements have not had a material effect on our business, results of operations or financial condition.

8.9. SEGMENT INFORMATION

CV SCIENCES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

The Company operates in 2 distinct business segments: (i) a consumer products segment in developing, manufacturing, marketing and selling plant-based dietary supplements and hemp-based CBD products to a range of market sectors; and (ii) a specialty pharmaceutical segment focused on developing and commercializing novel therapeutics utilizing CBD. The Company’s segments maintain separate financial information for which operating results are evaluated on a regular basis by the Company’s senior management in deciding how to allocate resources and in assessing performance. The Company evaluates its consumer products segment based on net product sales, gross profit and operating income or loss. The Company currently evaluates its specialty pharmaceutical segment based on the progress of its clinical development programs.

~~CV SCIENCES, INC.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)~~

The following table presents information by reportable operating segment for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (in thousands):

Consumer Products
Segment Specialty Pharmaceutical Segment Consolidated Totals
Three months ended June 30, 2021:
Product sales, net $ 5,128 $ 0 $ 5,128
Gross profit $ 2,290 $ 0 $ 2,290
Research and development expense 126 99 225
Selling, general and administrative expense 5,565 10 5,575
Operating loss $ (3,401) $ (109) $ (3,510)
Three months ended June 30, 2020:
Product sales, net $ 5,396 $ 0 $ 5,396
Gross profit $ 2,322 $ 0 $ 2,322
Research and development expense 152 594 746
Selling, general and administrative expense 6,180 53 6,233
Operating loss $ (4,010) $ (647) $ (4,657)


		Consumer Products Segment		Specialty Pharmaceutical Segment		Consolidated Totals			Consumer Products Segment		Specialty Pharmaceutical Segment		Consolidated Totals
Six months ended June 30, 2021:
Three months ended March 31, 2022:								Three months ended March 31, 2022:
Product sales, net	Product sales, net	$	9,972	$	0	$	9,972	Product sales, net	$	4,447	$	—	$	4,447

Gross profit	Gross profit	4,648		0		4,648		Gross profit	$	1,156	$	—	$	1,156
Research and development expense	Research and development expense	254		157		411		Research and development expense	117		4		121
Selling, general and administrative expense	Selling, general and administrative expense	10,835		25		10,860		Selling, general and administrative expense	2,519		31		2,550
Operating loss	Operating loss	$	(6,441)	$	(182)	$	(6,623)	Operating loss	$	(1,480)	$	(35)	$	(1,515)

Six months ended June 30, 2020:
Three months ended March 31, 2021:								Three months ended March 31, 2021:
Product sales, net	Product sales, net	$	13,666	$	0	$	13,666	Product sales, net	$	4,844	$	—	$	4,844

Gross profit	Gross profit	6,330		0		$	6,330	Gross profit	$	2,358	$	—	$	2,358
Research and development expense	Research and development expense	457		1,798		2,255		Research and development expense	128		58		186
Selling, general and administrative expense	Selling, general and administrative expense	13,990		62		$	14,052	Selling, general and administrative expense	5,270		15		5,285
Operating loss	Operating loss	$	(8,117)	$	(1,860)	$	(9,977)	Operating loss	$	(3,040)	$	(73)	$	(3,113)

The Company's specialty and pharmaceutical segment includes ~~goodwill of $2.8 million and~~ intangible assets of ~~$3.7~~$1.5 million as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. All other assets are included in the consumer products segment as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. The majority of the Company's sales are to U.S. based customers.

~~CV SCIENCES, INC.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)~~

9.10. INCOME TAXES

For the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company generated a net loss for which 0no tax benefit has been recognized due to uncertainties regarding the future realization of the tax benefit. The tax effects of the net loss will be recognized when realization of the tax benefit becomes more likely than not or the tax effects of the previous interim losses are utilized.

~~10.~~

CV SCIENCES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

11. RELATED PARTIES

During the year ended December 31, 2019, the Company's former President and Chief Executive Officer, ~~Michael~~ Mona Jr. ~~("Mona Jr.")~~, and the Company entered into a Settlement Agreement (the “Settlement Agreement”), pursuant to which the Company agreed that Mona Jr.’s resignation from the Company on January 22, 2019 was for Good Reason (as defined in Mona Jr.’s Employment Agreement) and agreed to extend the deadline for Mona Jr.’s exercise of his stock options for a period of five years. As of ~~June 30, 2021,~~March 31, 2022, Mona Jr. has 11,300,000 fully vested outstanding stock options with a weighted average exercise price of $0.42 per share. In exchange, Mona Jr. agreed that notwithstanding the terms of his Employment Agreement providing for acceleration of vesting of all stock options and RSU's upon a Good Reason resignation, certain of his unvested stock options would not immediately vest, but rather continue to vest if, and only if, certain Company milestones are achieved related to the Company’s drug development efforts. These stock options were issued in July 2016 (6,000,000 options) and March 2017 (5,000,000 options), and 6,750,000 of these stock options have not vested as of ~~June 30, 2021.~~March 31, 2022. The Company and Mona Jr. also agreed to mutually release all claims arising out of and related to Mona Jr.’s resignation and separation from the Company. As a result of the Settlement Agreement, the Company recorded stock-based compensation expense related to the accelerated vesting of the RSU's of $5.1 million and the modification of certain stock options of $2.7 million during the year ended December 31, 2019.

~~As part of~~Under Mona Jr.'s Employment Agreement, the ~~Settlement Agreement,~~ 2,950,000 ~~vested~~ RSU's that were issued to Mona Jr. became vested as a result of the Company's agreement that his resignation from the Company was for Good Reason. The vesting of the RSU's ~~and payment of shares is treated as~~resulted in taxable compensation to Mona Jr. and thus was subject to income tax withholdings. No amounts were withheld (either in cash or the equivalent of shares of common stock from the vesting of the RSU's) or included in the original Company’s payroll tax filing. The compensation is subject to Federal and State income tax withholding and Federal Insurance Contributions Act (“FICA”) taxes withholding estimated to be $6.4 million for the employee portions. The employer portion of the FICA taxes is $0.2 million and has been recorded as a component of selling, general and administrative expenses ~~in the condensed statement of operations for~~during the year ended December 31, 2019. During the year ended December 31, 2020, the Company reported the taxable compensation associated with the RSU release to the taxing authorities and included the amount in Mona Jr.'s W-2 for 2019. In addition, the Company paid the employer and employee portion of the FICA taxes of $0.2 million, respectively. Although the primary tax liability is the responsibility of the employee, the Company is secondarily liable and thus has recorded the liability on its condensed balance sheet as of December 31, 2020 in an amount of $6.2 million which was recorded as a component of accrued expenses. The Company initially recorded an offsetting receivable of $6.2 million during the second quarter of 2019 for the total estimated Federal and State income taxes which should have been withheld in addition to the employee portion of the FICA payroll taxes as the primary liability is ultimately the responsibility of the employee. The receivable was recorded as a component of prepaid expense and other on the condensed balance sheet. The deadline to file and pay personal income taxes for 2019 was on October 15, 2020. To date, notwithstanding repeated requests from the Company, Mona Jr. has not provided to the Company the appropriate documentation substantiating that he properly filed and paid his taxes for 2019. As a result, the Company derecognized its previously recorded receivable of $6.2 million during the fourth quarter of 2020. The associated liability may be relieved once the tax amount is paid by Mona Jr. and the Company has received the required taxing authority documentation from Mona Jr. If the tax amount is not paid by Mona Jr., the Company would be liable for such withholding tax due. Additionally, the Company could be subject to penalties if the amounts are ultimately not paid. The Company does not believe that any such penalties are probable or reasonably possible as of ~~June 30, 2021.~~March 31, 2022.

On July 22, 2020, the Company filed a complaint in the San Diego Superior Court for declaratory relief to confirm the ~~termination~~rescission of Mona Jr.'s Employment Agreement, which terminated certain severance and other post-termination compensation and benefits, and to recover amounts owed to the Company by Mona Jr. in connection with his purchase of personal seat licenses for the Raiders stadium and certain advance payments made on Mona Jr.'s behalf. The ~~complaint also requests that Mona Jr. provides the Company with appropriate taxing authority documentation to show that he paid the tax associated with the vesting of the RSU's. The~~ Company recorded a payable to Mona Jr. of ~~$0.4~~$0.3 million and $0.5 million as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021, respectively, which is included in accrued expenses. The amounts are mostly related to termination benefits associated with his separation from the Company and ~~are~~were payable via regular payroll through June 2021. The Company has not paid any termination benefits to Mona Jr. since filing the complaint. AsThe Company also recorded a receivable from Mona Jr. of ~~June 30, 2021 and~~$0.3 million as of December 31, ~~2020, the entire amount is~~2021, which was included in ~~accrued expenses.~~prepaid expenses and other. The amount was offset against the payable to Mona Jr. as of March 31, 2022 based on the final arbitration ruling.

1516

CV SCIENCES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

~~11.~~12. SUBSEQUENT EVENT

~~On July 12, 2021,~~In April 2022, the Company entered into a new lease ~~termination~~ agreement ~~(the "Agreement")~~ for its main operation. The facility is approximately 6,000 square feet and located in San ~~Diego. Under the Agreement, the Company will need to vacate its facility no later than July 31, 2022. As of June 30, 2021, the Company has an operating~~Diego, California. The lease term is 37 months with a total lease obligation of ~~$3.8 million and operating lease asset of $2.8 million related to the lease.~~approximately $0.4 million.

1617

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

When we use the terms “CV Sciences”, “Company”, “we”, “our” and “us”, we mean CV Sciences, Inc., a Delaware corporation, ~~and its consolidated subsidiaries,~~ taken as a whole, as well as any predecessor entities, unless the context otherwise indicates.

The following discussion of our financial condition and results of operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, should be read in conjunction with our condensed financial statements and the notes to those statements that are included elsewhere in this Quarterly Report on Form 10-Q. 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 factors. 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 operate two distinct business segments. Our consumer products segment is focused on developing, manufacturing, marketing and selling plant-based dietary supplements and hemp-based CBD products to a range of market sectors. Our specialty pharmaceutical segment is focused on developing and commercializing novel therapeutics utilizing CBD. WeShares of our common stock are traded on the OTC:QB, and our trading symbol is CVSI.

Our consumer products business segment develops, manufactures, markets and sells consumer products containing hemp-based CBD under our PlusCBD™ brand in a range of market sectors including nutraceutical, beauty care and specialty foods.

Our specialty pharmaceutical business segment is developing cannabinoids to treat a range of medical indications. Our product candidates are based on proprietary formulations, processes and technology that we believe are patent-protectable, and we plan to vigorously pursue patent prosecution on our drug candidates. On May 19, 2020, the USPTO issued a patent pertaining to CVSI-007.

We expect to realize revenue from our consumer products business segment to fund our working capital needs. However, in order to fund our pharmaceutical product development efforts, we will need to raise additional capital either through the issuance of equity and/or the issuance of debt. In the event we are unable to fund our drug development efforts, we may need to curtail, partner or delay such activity.

~~Recent Corporate Developments~~We continue to work with A.G.P./Alliance Global Partners to assist the Company with the strategic review, which includes consideration of inbound and outbound merger, sale, acquisition or other options for the Company as a whole or for any business segment.

On June 10, 2021, we amended Article III, Section 3.13 of our Bylaws to provide that, subject to certain limitations, our Board or any director may be removed from office, with or without cause, by the affirmative vote of holders of at least a majority of the shares then entitled to vote at an election of directors (the “Bylaw Amendment”). The Bylaw Amendment was unanimously approved by the our Board.

Results of Operations

Revenues and gross profit


		Three months ended June 30,						Change				Six months ended June 30,						Change					Three months ended March 31,						Change
		2021			2020			Amount		%		2021			2020			Amount		%			2022			2021			Amount		%
		(in thousands)										(in thousands)											(in thousands)
Product sales, net	Product sales, net	$	5,128		$	5,396		$	(268)	(5)	%	$	9,972		$	13,666		$	(3,694)	(27)	%	Product sales, net	$	4,447		$	4,844		$	(397)	(8)	%
Cost of goods sold	Cost of goods sold	2,838			3,074			$	(236)	(8)	%	5,324			7,336			$	(2,012)	(27)	%	Cost of goods sold	3,291			2,486			805		32	%
Gross profit	Gross profit	$	2,290		$	2,322		$	(32)	(1)	%	$	4,648		$	6,330		$	(1,682)	(27)	%	Gross profit	$	1,156		$	2,358		$	(1,202)	(51)	%
Gross margin	Gross margin	44.7		%	43.0		%					46.6		%	46.3		%					Gross margin	26.0		%	48.7		%

1718

Table of Contents

~~Second~~First Quarter ~~2021~~2022 vs. ~~2020~~2021


	Three months ended March 31, 2022				Three months ended March 31, 2021
	Amount		% of product sales, net		Amount		% of product sales, net
	(in thousands)				(in thousands)
Retail sales (B2B)	$	2,559	57.5	%	$	2,975	61.4	%
E-commerce sales (B2C)	1,888		42.5	%	1,869		38.6	%
Product sales, net	$	4,447	100.0	%	$	4,844	100.0	%

We had net product sales of ~~$5.1~~$4.4 million and gross profit of ~~$2.3~~$1.2 million, representing a gross margin of ~~44.7%~~26.0% in the ~~second~~first quarter of ~~2021~~2022 compared with net product sales of ~~$5.4~~$4.8 million and gross profit of ~~$2.3~~$2.4 million, representing a gross margin of ~~43.0%~~48.7% in the ~~second~~first quarter of ~~2020.~~2021. Our net product sales decreased by ~~$0.3~~$0.4 million or 5%8% in the ~~second~~first quarter of ~~2021~~2022 when compared to ~~second~~first quarter ~~2020~~2021 results. The decline is primarily due to lower sales in our retail channel, mostly to ~~FDM retailers. We also experienced~~independent natural product retailers and food, drug and mass ("FDM") accounts. The total number of units sold during the first quarter 2022 increased by 3% compared to the first quarter 2021. The volume increase was offset by higher discounts and changes in our sales mix in the first quarter of 2022. The overall market ~~competition,~~continues to be fragmented and highly competitive, which we believe is largely due to the lack of a clear regulatory framework. As of June 30, 2021, our products were in more than 7,800 retail stores, of which approximately 4,900 were with retailers in the food, drug and mass ("FDM") channel. Our current total store count has increased from about 6,300 as of June 30, 2020.

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. Cost of goods sold in the ~~second~~first quarter of ~~2021 slightly decreased~~2022 increased as a percentage of revenue compared to the ~~second~~first quarter of ~~2020.~~2021, mostly due to increased product cost with our contract manufacturers and shipping costs. The gross margin ~~increase~~decline in the ~~second~~first quarter ~~2021~~2022 compared with ~~2020~~2021 is primarily due to changes in our sales ~~mix.~~

~~First six months 2021 vs. 2020~~

~~We had net~~mix, additional discounts and the impact of increased product sales of $10.0 million and gross profit of $4.6 million, representing a gross margin of 46.6% for the first six months 2021 compared with net product sales of $13.7 million and gross profit of $6.3 million, representing a gross margin of 46.3% in the first six months of 2020. Our net product sales decreased by $3.7 million or 27% in the first six months of 2021 when compared to the first six months of 2020. The decline is primarily due to lower retail sales as a result of COVID-19, which had a partial impact on the first six months of 2020. We also experienced increased market competition, which we believe is largely due to the lack of a clear regulatory framework.

The gross profit decrease of $1.7 million or 27% to $4.6 million for the six months ended June 30, 2021 is in-line with the decline in product sales. Gross margins slightly increased due to changes in our sales mix.

~~Table of Contents~~

cost.

Research and development expense


		Three months ended June 30,						Change				Six months ended June 30,						Change					Three months ended March 31,						Change
		2021			2020			Amount		%		2021			2020			Amount		%			2022			2021			Amount		%
		(in thousands)										(in thousands)											(in thousands)
Research and development expense	Research and development expense	$	225		$	746		$	(521)	(70)	%	$	411		$	2,255		$	(1,844)	(82)	%	Research and development expense	$	121		$	186		$	(65)	(35)	%
Percentage of product sales, net	Percentage of product sales, net	4.4		%	13.8		%					4.1		%	16.5		%					Percentage of product sales, net	2.7		%	3.8		%

~~Second~~First quarter ~~2021~~2022 vs. ~~2020~~2021

Research and development (“R&D”) expense decreased to $0.1 million in the first quarter of 2022 compared to $0.2 million in the ~~second~~first quarter of ~~2021 compared to $0.7 million in the second quarter of 2020.~~2021. The decrease ~~of $0.5 million or 70%~~ is mostly related to ~~reductions in~~lower R&D ~~expenses for~~spend in our specialty pharmaceutical segment. ~~The reduction in R&D in our specialty pharmaceutical segment is related to reduced activities related to preclinical work and expenses paid to outside consultants.~~

~~First six months 2021 vs. 2020~~

~~R&D expense decreased to $0.4 million during the six months ended June 30, 2021 compared to $2.3 million in the first six months~~

Table of 2020. The decrease of $1.8 million or 82% is related to reductions in R&D expense for our specialty pharmaceutical segment. The reduction in R&D in our specialty pharmaceutical segment is mostly related to reduced activities related to preclinical work and expenses paid to outside consultants.Contents

Selling, general and administrative expense


		Three months ended June 30,						Change				Six months ended June 30,						Change					Three months ended March 31,						Change
		2021			2020			Amount		%		2021			2020			Amount		%			2022			2021			Amount		%
		(in thousands)										(in thousands)											(in thousands)
Sales expense	Sales expense	$	1,271		$	992		$	279	28	%	$	2,528		$	2,557		$	(29)	(1)	%	Sales expense	$	990		$	1,257		$	(267)	(21)	%
Marketing expense	Marketing expense	1,913			1,303			610		47	%	3,533			3,756			(223)		(6)	%	Marketing expense	1,343			1,620			(277)		(17)	%
General & administrative expense	General & administrative expense	2,391			3,938			(1,547)		(39)	%	4,799			7,739			(2,940)		(38)	%	General & administrative expense	217			2,408			(2,191)		(91)	%
Selling, general and administrative	Selling, general and administrative	$	5,575		$	6,233		$	(658)	(11)	%	10,860			14,052			(3,192)		(23)	%	Selling, general and administrative	$	2,550		$	5,285		$	(2,735)	(52)	%
Percentage of product sales, net	Percentage of product sales, net	108.7		%	115.5		%					109		%	103		%					Percentage of product sales, net	57.3		%	109.1		%

~~Second~~First quarter ~~2021~~2022 vs. ~~2020~~2021

Selling, general and administrative (“SG&A”) expenses decreased to ~~$5.6~~$2.6 million in the ~~second~~first quarter of 2022 compared to $5.3 million in the first quarter of 2021, ~~compared to $6.2 million in~~which was a result of the ~~second quarter of 2020.~~following:

•Sales expense ~~increased~~decreased due to ~~higher spend on technology.~~

•~~Marketing expense increased due to higher digital activity.~~

•~~General and administrative expense decreased primarily due to decreased~~lower payroll and outside ~~services.~~

~~First six months 2021 vs. 2020~~

~~SG&A expenses decreased to $10.9 million in the first six months of 2021 compared to $14.1 million in the first six months of 2020.~~

•~~Sales expense remained flat and reflect lower sales commissions on lower retail sales, offset by higher technology cost.~~services fees.

•Marketing expense decreased due to lower ~~general marketing activity, partially offset by an increase in digital activities.~~payroll and stock-based compensation expense.

•General and administrative ~~expense~~("G&A") expenses decreased ~~primarily~~as a result of the recognition of the employee retention credit of $2.0 million. G&A expenses also decreased due to ~~decreased payroll~~lower outside services, legal fees and ~~outside services.~~insurance cost, partially offset by increased depreciation expense.

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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 GAAP measures or that supplement the information provided by our GAAP measures. Adjusted EBITDA is defined by us as EBITDA (net loss plus depreciation ~~expense, amortization expense,~~and interest ~~and income tax expense, minus income tax benefit)~~expense), further adjusted to exclude certain non-cash expenses and other adjustments as set forth below. We use Adjusted EBITDA because we believe it also highlights trends in our business that may not otherwise be apparent when relying solely on 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 Quarterly Report on Form 10-Q, and believe that Adjusted EBITDA, when viewed in conjunction with our GAAP results and the accompanying reconciliation, can provide investors with greater transparency and a greater 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.

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

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A reconciliation from our net loss to Adjusted EBITDA, a non-GAAP measure, for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ is detailed below:

Three months ended June 30, 2021 Three months ended June 30, 2020
Consumer Products Specialty Pharma Total Consumer Products Specialty Pharma Total
(in thousands)
Net loss $ (3,421) $ (109) $ (3,530) $ (4,034) $ (647) $ (4,681)
Depreciation 198 — 198 195 — 195
Amortization — — — — 9 9
Interest expense 9 — 9 4 — 4
Income tax expense 11 — 11 20 — 20
EBITDA (3,203) (109) (3,312) (3,815) (638) (4,453)
Stock-based compensation (1) 912 — 912 1,209 34 1,243
Adjusted EBITDA $ (2,291) $ (109) $ (2,400) $ (2,606) $ (604) $ (3,210)

Six months ended June 30, 2021 Six months ended June 30, 2020
Consumer Products Specialty Pharma Total Consumer Products Specialty Pharma Total
(in thousands)
Net loss $ (6,475) $ (182) $ (6,657) $ (7,973) $ (1,860) $ (9,833)
Depreciation 402 — 402 371 — 371
Amortization — — — — 18 18
Interest expense (income) 23 — 23 (6) — (6)
Income tax expense (benefit) 11 — 11 (138) — (138)
EBITDA $ (6,039) $ (182) $ (6,221) $ (7,746) $ (1,842) $ (9,588)
Stock-based compensation (1) 1,568 1 1,569 2,380 121 2,501
Adjusted EBITDA $ (4,471) $ (181) $ (4,652) $ (5,366) $ (1,721) $ (7,087)


	Three months ended March 31, 2022						Three months ended March 31, 2021
	Consumer Products		Specialty Pharma		Total		Consumer Products		Specialty Pharma		Total
	(in thousands)
Net loss	$	(2,182)	$	(35)	$	(2,217)	$	(3,054)	$	(73)	$	(3,127)
Depreciation expense	517		—		517		204		—		204
Interest expense	702		—		702		14		—		14
EBITDA	(963)		(35)		(998)		(2,836)		(73)		(2,909)
Stock-based compensation (1)	516		—		516		656		1		657
Employee retention credit benefit (2)	(1,993)		—		(1,993)		—		—		—
Adjusted EBITDA	$	(2,440)	$	(35)	$	(2,475)	$	(2,180)	$	(72)	$	(2,252)

_________________

(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 6, Stock-Based Compensation, to our condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

(2)Represents benefit related to employee retention credit. For more information, please see Note 1, Organization and Business, to our condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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Liquidity and Capital Resources

During the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and the year ended December 31, ~~2020,~~2021, our primary sources of capital came from (i) cash flows from our operations, predominantly from the sale of our CBD products, (ii) existing cash, (iii) government loans, and (iv) proceeds from third-party financings, including the sale of shares of our common stock and preferred stock, as well as convertible promissory notes, to certain investors. As of ~~June 30, 2021, the Company’s~~March 31, 2022, we had approximately $2.4 million of cash ~~and cash equivalents were approximately $3.0 million~~ and working capital ~~was~~of approximately ~~$0.5~~$0.9 million. During the ~~six month period~~three months ended ~~June 30, 2021~~March 31, 2022 and ~~the~~ year ended December 31, ~~2020, the Company experienced a net~~2021, we used cash in operating ~~loss~~activities of approximately ~~$6.6~~$0.4 million and ~~$22.6~~$7.5 million, respectively.

We believe that a combination of factors, mainly consisting of ~~increased competition~~the highly competitive environment and the continued effects of the COVID-19 pandemic, have adversely impacted our business operations for the three months ended March 31, 2022 and ~~six month period~~the year ended ~~June 30,~~December 31, 2021. 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 plant-based dietary supplements and hemp-based CBD consumer products. Because we operate in a market that is rapidly ~~growing~~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.

Furthermore, ~~although there are signs that COVID-19 may begin to taper off,~~ COVID-19 still ~~has~~continues to have an impact on worldwide economic activity, and the ongoing effects of the COVID-19 pandemic has adversely impacted, and may continue to adversely impact, many aspects of our business. In response to the COVID-19 pandemic, many state, local, and foreign governments have put in place restrictions in order to control the spread of the disease. Such restrictions, or the perception that further restrictions could occur, have resulted in business closures, work stoppages, slowdowns and delays, work-from-home policies, travel restrictions, and cancellation or postponement of events, among other effects that impacted productivity and disrupted our operations and those of our partners, suppliers, contractors, vendors, and customers.

During the pandemic, as state, local, and foreign governments implemented (and may continue to implement) preventive measures to contain or mitigate the outbreak of COVID-19, sales of our products fluctuated. COVID-19 had a significant impact on our results of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 as government-imposed restrictions on businesses, shelter-in place orders, and temporary retail store closures impacted our sales revenue. Although we cannot predict how sales for our products will continue to be impacted by these preventative measures, the Company's management expects that such preventative measures will continue to negatively impact our operations due to decreased consumer demand as well as potential production and warehouse limitations which results in an event or condition, before consideration of management’s plans, that could impact our ability to meet future obligations.

In addition, there is no assurance that customers will continue to buy our products, or to the same extent, as the COVID-19 pandemic begins to taper off or when it has ended. As a result, it has been difficult to accurately forecast our revenues or financial results, especially given that the near and long term impact of the pandemic remains uncertain. Furthermore, while the potential impact and duration of the COVID-19 pandemic on the economy and our business in particular may be difficult to assess or predict, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, and may reduce our ability to access additional capital, which could negatively affect our liquidity in the future. Our results of operations could be materially below our forecast as well, which could adversely affect our results of operations, disappoint analysts and investors, or cause our stock price to decline.

We may also take further actions that alter our operations as may be required by federal, state, or local authorities, or which we determine are in our best interests. While certain aspects of our operations can be performed remotely, other activities often require personnel to be on-site, and our ability to carry out these activities have been, and may continue to be negatively impacted if our employees or local personnel are not able to travel. In addition, for activities that may be conducted remotely, there is no guarantee that we will be as effective while working remotely because our team is dispersed and many employees and their families have been negatively affected, mentally or physically, by the COVID-19 pandemic. Decreased effectiveness and availability of our team could harm our business. In addition, we may decide to postpone or cancel planned investments in our business in response to changes in our business as a result of the spread of COVID-19 which could affect our sales.

We do not yet know the full extent of potential delays or impacts that COVID-19 may have on our business, operations, or the global economy as a whole. While there have recently been vaccines developed and administered, and certain government orders and restrictions in particular cities, counties, and states have been lifted as the spread of COVID-19 starts to get contained and mitigated, we cannot predict the timing of the vaccine roll-out globally or the efficacy of such vaccines, and we do not yet know how businesses, customers, contractors, suppliers, vendors, or our partners will operate in a post COVID-19 environment, especially if additional or supplemental governmental orders, limitations, and restrictions are reinstated. There

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may be additional costs or impacts to our business and operations, including when we are able to resume in-person activities, travel, and events. In addition, there is no guarantee that a future outbreak of this or any other widespread epidemics will not occur, or that the global economy will recover, either of which could harm our business. In addition, a recession or financial market correction resulting from the lack of containment and spread of COVID-19 could continue to impact overall spending, which would adversely affect demand for our products, our business, and the value of our common stock.

Although our revenue was impacted for the six months ended June 30, 2021 and the year ended December 31, 2020 due to increased competition and the effects of COVID-19, we were able to mitigate, to some degree, these conditions as our managementManagement implemented, and continues to make and implement, strategic cost reductions, including reductions in employee headcount, vendor spending, and the ~~delay of~~delaying certain expenses related to our drug development activities. 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.

On April 15, 2020, we applied for a loan from JPMorgan Chase Bank, N.A., as lender, pursuant to the Paycheck Protection Program (the "PPP") of the CARES Act as administered by the U.S. Small Business Administration (the "SBA"). On April 17, 2020, the loan was approved, and we received proceeds in the amount of $2.9 million (the “PPP Loan”).

The PPP Loan, which took the form of a promissory note, matures on April 15, 2022 and bears interest at a rate of 0.98% per annum (the “Promissory Note”). Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), will commence on November 15, 2020. We did not provide any collateral or guarantees for the PPP Loan, nor did On September 8, 2021, we pay any facility charge to obtain the PPP Loan. The Promissory Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. We may prepay the principal of the PPP Loan at any time without incurring any prepayment charges.

Under the original rules, all or a portion of the PPP Loan may be forgiven by the SBA and lender upon application by the Company beginning 60 days but not later than 120 days after loan approval and upon documentation of expenditures in accordance with the SBA's requirements.

As of June 30, 2021, the balance due on the Promissory Note was $2.9 million. We submitted an application for forgiveness of our PPP Loan. The forgiveness process is currently under review and we are awaiting a responsereceived confirmation from the Lender ~~and~~that the ~~SBA. No assurance is provided that we will obtain~~SBA approved our PPP Loan forgiveness application for the entire PPP Loan, including all accrued interest to date. The forgiveness of the PPP Loan was recognized as a gain on debt extinguishment in ~~whole or~~our financial results for the year ended December 31, 2021.

The CARES Act also provides an employee retention credit, which is a refundable tax credit against certain employment taxes of up to 70% of qualified wages up to $10,000 paid to employees during each of the quarters ended March 31, 2021, June 30,

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2021 and September 30, 2021. We determined that we qualify for the tax credit under the CARES Act and filed our amended tax returns in ~~part. The Promissory Note is classified as current.~~March 2022. We expect to receive $2.0 million of tax credits under the relief provisions.

In October 2020, we entered into a finance agreement with First Insurance Funding in order to fund a portion of our insurance policies. The amount financed was $0.7 million and incurred interest at a rate of 3.60%. We were required to make monthly payments of $0.1 million from November 2020 through July 2021. There was no outstanding balance as of March 31, 2022.

In October 2021, we entered into a financing agreement with First Insurance Funding in order to fund a portion of our insurance policies. The amount financed is ~~$0.7~~$0.4 million and incurs interest at a rate of ~~3.60%~~4.17%. We are required to make monthly payments of ~~$0.1 million~~$45,000 from November 2021 through July ~~2021. The outstanding balance as of June 30, 2021 was $0.1 million.~~2022.

On December 8, 2020, we entered into a ~~common stock purchase agreement~~Common Stock Purchase Agreement (“SPA”) with Tumim Stone Capital, LLC (“Tumim”), pursuant to which Tumim committed to purchase up to $10.0 million in shares of our common stock from time to time. The SPA provides, among other things, that we may direct, every three trading days, Tumim to purchase a number of shares of our common stock not to exceed an amount determined based upon the trading volume and stock price of our shares.

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Effective November 15, 2021, the Company and Tumim mutually agreed to terminate the SPA. During the ~~six months~~year ended ~~June 30,~~December 31, 2021, we sold ~~7,796,356~~10,021,804 shares of common stock pursuant to the SPA and recognized proceeds of ~~$3.9~~$4.4 million.

In November 2021, we entered into a Securities Purchase Agreement (the "November 2021 SPA"), in addition to certain other agreements, with an institutional investor providing for the sale and issuance in series of registered direct offerings of convertible promissory notes (each a "Note", and collectively, the "Notes") in the aggregate original principal amount of up to $5.3 million. At the initial closing of the offering, we sold and issued Notes in the aggregate original principal amount of $1.06 million, which Notes mature on May 17, 2022. The Notes had an original issue discount ("OID") of 6%, resulting in gross proceeds to the Company of $1.0 million at the initial closing.

On March 25, 2022, we sold and ~~during~~issued additional Notes in the aggregate principal amount of $1.06 million (the "Second Tranche"), which Notes were offered pursuant to a prospectus supplement to the Company's shelf registration statement Form S-3 (Registration No. 333-237772). The Notes issued in the Second Tranche also have an OID of 6%, resulting in gross proceeds of the Company of $1.0 million. The Notes issued in the Second Tranche mature on September 25, 2022.

The Notes bear no interest except upon the occurrence of an event of default. After the occurrence of an event of default, the Notes will accrue interest at the rate of 15% per annum; provided, however, that in the event that such event of default is subsequently cured (and no other event of default then exists (including, without limitation, for the Company's failure to timely pay such interest at the default rate)), interest shall cease to accrue as of the day immediately following the date of such cure.

Holders of certain of the Notes converted amounts payable under such Notes into an aggregate of 8,598,572 shares of the Company's common stock at a weighted average conversion price of $0.11 per share, resulting in a reduction of the convertible note balance of $0.9 million through March 31, 2022. Subsequent to March 31, 2022, holders of the convertible notes converted amounts payable under such Notes into 1,559,428 shares of the Company's common stock at a weighted average conversion price of $0.08 per share, resulting in a reduction of the convertible note balance of $0.1 million.

Subsequent to March 31, 2022, the volume weighted average price ("VWAP") of the Company's common stock was below $0.10 for more than 5 days, which constitutes a price default in accordance with the November 2021 SPA. As a result, from the date of such default and for so long as such default remains uncured, the Notes will accrue interest at a rate of 15% per annum, and the holder now has the right to require the Company to redeem all or any portion of the Notes (including all accrued and unpaid interest and late charges thereon), in cash, at a price not less than the face value of the Notes and a 10% redemption premium, as determined in accordance with the terms of the Notes. The Company is in communications with the holder of the Notes regarding (i) extending the maturity date of those Notes sold and issued in November 2021, and (ii) the price default, and anticipates to come to a mutually agreeable resolution related thereto, although no assurances can be given.

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 preferred stock, which has limited voting rights, including "supervoting" rights of 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 have a stated value of $1,000 per share and are 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.

During the first quarter of 2019, we issued 2,950,000 Restricted Stock Units ("RSU's") to our founder, former President and Chief Executive Officer, Michael Mona Jr. ("Mona Jr."). The vesting of the RSU's is treated as a taxable compensation and thus

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subject to income tax withholdings. No amounts were withheld (either in cash or the equivalent of shares of common stock from the vesting of the RSU's) or included in our payroll tax filing at the time of vesting. During the year ended December 31, ~~2021,~~2020, we ~~sold 450,000 shares of common stock pursuant~~reported the taxable compensation associated with the RSU release to the ~~SPA~~taxing authorities and ~~recognized proceeds~~included the amount in Mona Jr's W-2 for 2019. Although the primary tax liability is the responsibility of ~~$0.2 million.~~Mona Jr., we are secondarily liable and thus have recorded the liability on our balance sheet as of December 31, 2021. The liability may be relieved once the tax amount is paid by Mona Jr. and the Company has received the required taxing authority documentation from Mona Jr.. As of ~~August 12,~~March 31, 2022, Mona Jr. has not provided us with proof that he filed and paid his taxes for 2019. Refer to Note 11. Related Parties and Note 8. Commitments and Contingencies to our condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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 financial statements and notes have been prepared assuming the Company will continue as a going concern. For the three months ended March 31, 2022 and year ended December 31, 2021, ~~we have sold 556,362 additional shares of common stock and recognized proceeds of $0.2 million under~~ the ~~SPA since the quarter ended June 30, 2021. We have $5.8 million available under the SPA as of August 12, 2021.~~

Our sources of liquidity and cash flows are used to fund ongoing operations and for research and development projects for new products. Over the next two fiscal years, we anticipate that we will use our liquidity andCompany generated negative cash flows from operations of $0.4 million and $7.5 million, respectively, and had an accumulated deficit of $81.7 million as of March 31, 2022. 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 help fund our growth. In addition, as part of our business strategy, we occasionally evaluate potential acquisitions of businesses, products, and/or the development of new products. Accordingly, a portion of our available cash may be used at any time for the acquisition of complementary products, businesses, and/or the research and development of new products. Such potential uses of funds may require substantial capital resources, which may require us to seek additional debt or equity financing. We cannot assure youposition itself so that weit will be able to ~~successfully identify suitable acquisition or investment candidates, complete acquisitions or investments, integrate acquired businesses~~raise additional funds through the capital markets, issuance of debt, and/or ~~products into our current operations, expand into new markets, and/or development new products. Furthermore, we cannot provide assurances that additional financing~~securing lines of credit.

The Company's financial operating results and accumulated deficit, amongst other factors, raise substantial doubt about the Company's ability to continue as a going concern. The Company will ~~be available~~continue to ~~us in any required time frame and on commercially reasonable terms, if at all.~~

~~We are dependent on cash flow from operations to satisfy our working capital requirements. No assurance can be given that cash flow from operations will be sufficient to provide for our liquidity for~~pursue the next 12 months. However, we believe that our cash and cash equivalents on hand together with cash generated from our future operations, the equity commitment with Tumim and cost reduction measures describedactions outlined above, as ~~needed, will provide sufficient~~well as work towards increasing revenue and operating cash flows to meet its future liquidity ~~to fund our operations for the next 12 months from the issuance of the condensed financial statements.~~requirements. However, we shall continue to evaluate our capital expenditure needs based upon factors including but not limited to our cash from operations, growth rate, the timing and extent of spending to support development efforts, the expansion of our sales and marketing, the timing of new product introductions, and the continuing market acceptance of our products. Should we be unable to generate sufficient revenue in the future to achieve positive cash flow from operations or satisfy our capital requirements, additional working capital will be required, and we may open a revolving line of credit with a bank, or we may have to sell additional equity or debt securities or obtain expanded credit facilities to fund our operating expenses, pay our obligations, diversify our geographical reach, and grow our company. In the event such financing is needed in the future, there can be no assurance that ~~such financing~~the Company will be ~~available to us, or, if available,~~successful in any capital-raising efforts that it ~~will be in amounts~~may undertake, and ~~on terms acceptable~~the failure of the Company to ~~us. If we cannot~~ raise additional ~~funds when we need or want them, our prospects, financial condition~~capital could adversely affect its future operations and results of operations could be negatively affected. However, if cash flows from operations become insufficient to continue operations at the current level, and if no additional financing were obtained, then management would restructure the Company in a way to preserve its business while maintaining expenses within operating cash flows.viability.

A summary of our changes in cash flows for the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ is provided below:


		Six months ended June 30,					Three months ended March 31,
		2021		2020			2022		2021
		(in thousands)					(in thousands)
Net cash flows provided by (used in):	Net cash flows provided by (used in):					Net cash flows provided by (used in):
Operating activities	Operating activities	$	(4,753)	$	(4,104)	Operating activities	$	(379)	$	(1,689)
Investing activities	Investing activities	(35)		(506)		Investing activities	—		(35)
Financing activities	Financing activities	3,224		3,079		Financing activities	1,443		2,865
Net decrease in cash and restricted cash	Net decrease in cash and restricted cash	(1,564)		(1,531)		Net decrease in cash and restricted cash	1,064		1,141
Cash, cash equivalents and restricted cash, beginning of period	Cash, cash equivalents and restricted cash, beginning of period	4,525		9,608		Cash, cash equivalents and restricted cash, beginning of period	1,375		4,525
Cash, cash equivalents and restricted cash, end of period	Cash, cash equivalents and restricted cash, end of period	$	2,961	$	8,077	Cash, cash equivalents and restricted cash, end of period	$	2,439	$	5,666

Operating Activities

Net cash used in operating activities includes net loss adjusted for non-cash expenses such as depreciation, ~~and amortization,~~ bad debt expense, stock-based compensation, employee retention credit benefit and ~~stock-based compensation.~~interest expense related to our convertible 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 used in operating activities was $0.4 million in the three months ended March 31, 2022 compared to $1.7 million in the three months ended March 31, 2021. This improvement in our cash usage in operating activities by $1.3 million was due to an increase in our changes in working capital of $1.6 million, partially offset by our increased net loss, adjusted for non-cash items of $0.3 million. Our changes in working capital improved from $0.3 million in the first quarter of 2021 to $1.9 million in the first quarter of 2022, primarily due to improved cash collections from accounts receivable and inventory usage. Our net loss, adjusted for non-cash items, in the first quarter of 2022 increased by $0.3 million when compared to the first quarter of 2021. Our net loss declined by $0.9 million from $3.1 million in the first quarter of 2021 to $2.2 million in the first quarter of 2022. Non-cash adjustments declined by $1.2 million, as the benefit related to the employee retention credit offset recurring non-cash expenses during the first quarter of 2022. Recurring non-cash adjustments consists of depreciation, interest expense and stock-based compensation.

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Cash used in operating activities was $4.8 million in the six months ended June 30, 2021 and 2020. The primary reason for the cash usage during the six months ended June 30, 2021 is our net loss of $6.7 million due to lower sales as a result of COVID-19, and increased market competition. Our net loss was partially offset by non-cash items and changes in operating assets and liabilities. Cash used in operating activities for the six months ended June 30, 2020 was mostly due to our net loss of $9.8 million, adjusted for non-cash items of $3.6 million.

Investing Activities

Net cash used in investing activities ~~decreased by $0.5 million~~were not material in the ~~six~~three months ended June 30, 2021 compared to the same period in 2020. Net cash used in investing activities during the six months ended June 30, 2020 consisted of additional technology to support our e-commerce activitiesMarch 31, 2022 and ~~tenant improvements to our main facility. During the six months ended June 30, 2021, our investing activities were not material.~~2021.

Financing Activities

Net cash provided financing activities was ~~$3.2~~$1.4 million for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 compared to ~~$3.1~~$2.9 million for the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. Our financing activities for the ~~six~~three months ended ~~June 30,~~March 31, 2022 consisted of proceeds from issuance of preferred stock of $0.6 million and convertible notes of $1.0 million, partially offset by repayments of our insurance financing of $0.1 million. Our financing activities for the three months ended March 31, 2021 consisted of proceeds from issuance of common stock under our equity commitment of ~~3.9~~$3.2 million, partially offset by repayments of ~~our~~the insurance financing of ~~$0.6 million. Our financing activities for the six months ended June 30, 2020 consisted of proceeds from the PPP Loan of $2.9 million and stock option exercises of $0.2~~$0.4 million.

Inflation

WeOur product cost have ~~not~~ been ~~affected materially~~impacted by inflation during the ~~periods presented,~~three months ended March 31, 2022. Recent trends towards rising inflation may continue to adversely impact our business and ~~no material effect is expected in the near future.~~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, the recent trends towards rising inflation may also materially adversely our business and corresponding financial position and cash flows. Rising interest rates also present a recent challenge impacting the U.S. economy, and although this has not had a material impact on the Company to date, it could make it more difficult for us to obtain traditional financing on acceptable terms, if at all, in the future.

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 shares 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.

As discussed in ~~this Quarterly~~our Annual Report on Form ~~10-Q,~~10-K, filed with the Securities and Exchange Commission ("SEC") on April 4, 2022, the world has been affected due to the COVID-19 ~~pandemic. Until the~~ pandemic, ~~has passed,~~and thus, there remains uncertainty as to the effect of COVID-19 on our business in both the short and long-term. Furthermore, it remains unclear how governmental authorities, including the Food and Drug Administration (“FDA”), will regulate the products that we sell, and in the case of the FDA, whether and when it will propose or implement new or additional regulations. Unforeseen regulatory obstacles or compliance costs may hinder our business in both the short and long-term as well.

Critical Accounting ~~Policies~~Estimates

We have disclosed ~~in the notes to our consolidated financial statements and~~ in “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our ~~2020~~2021 Annual Report on Form 10-K, filed with the SEC April 4, 2022, those accounting policies and estimates that we consider to be significant in determining our results of operation and financial condition. There have been no material changes to those policies and estimates that we consider to be significant since the filing of our ~~2020~~2021 Annual Report on Form 10-K. The accounting principles used in preparing our unaudited condensed ~~consolidated~~ financial statements conform in all material respects to GAAP.

Recent Accounting Pronouncements

See Note 1 in the accompanying notes to unaudited condensed financial statements.

~~Off-Balance Sheet Arrangements~~

~~None.~~

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

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ITEM 4. 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 (the "Exchange Act")) 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. The Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of ~~June 30, 2021~~March 31, 2022 and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended ~~June 30, 2021~~March 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

For a description of our material pending legal proceedings, please see Note 7,8, Commitments and Contingencies, to our condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A. RISK FACTORS

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~None.~~During the three months ended March 31. 2022, we issued an aggregate of 3,496,404 shares of restricted common stock of the Company to our legal counsel as consideration for legal services provided. The shares were issued in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933 and/or Section 506 of Regulation D promulgated thereunder.

Except as set forth above, the Company did not sell any other unregistered equity securities during the period covered by this report that were not otherwise disclosed in a Current Report on Form 8-K.

Item 3. DEFAULTS UPON SENIOR SECURITIES

~~None.~~As discussed in further detail in Item 5 of this Report, below, the Company is currently in default on those Notes issued pursuant to the November 2021 SPA due to the VWAP of the Company's common stock falling below $0.10 for more than 5 trading days within a 20 day trading period. As of the date of this Report, the Notes issued in November 2021 have an outstanding principal balance of $130,000 and the Notes issued in March 2022 have an outstanding principal balance of $935,000.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

~~None.~~As discussed elsewhere in this Report, in November 2021, we entered into the November 2021 SPA, in addition to certain other agreements, with an institutional investor providing for the sale and issuance in series of registered direct offerings of Notes. On November 27, 2021, we sold and issued Notes in the aggregate principal amount of $1.06 million, and on March 25, 2022, we sold and issued additional Notes in the aggregate principal amount of $1.06 million, all pursuant to the November 2021 SPA. The Notes provide that various occurrences will constitute an event of default under the Notes, including, without limitation, in the event that the VWAP of the Company’s common stock fails to exceed $0.10 for a period of at least five trading days during the twenty day trading period prior to the relevant determination date of the default (a “Price Default”).

On April 18, 2022, the VWAP of the Company’s common stock failed to exceed $0.10 for the relevant period, resulting in a Price Default under the Notes. As a result of the Price Default, the Notes will accrue interest at a rate of 15% per annum commencing as of the date of the Price Default and ending at such time that the Price Default has been cured, and the holder now has the right to require the Company to redeem all or any portion of the Notes (including all accrued and unpaid interest and late charges thereon), in cash, at a price not less than the face value of the Notes and a 10% redemption premium, as determined in accordance with the terms of the Notes.

As of the date of this Report, the Notes issued in November 2021 have an outstanding principal balance of $130,000 and the Notes issued in March 2022 have an outstanding principal balance of $935,000. The holder of the Notes has not elected to require the Company to redeem any portion of the Notes as of the date of this Report.

The Company is in communications with the holder of the Notes regarding the Price Default, and anticipates to come to a mutually agreeable resolution related thereto, although no assurances can be given.

Item 6. EXHIBITS

Exhibit Number Exhibit Description 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
3.1
Certificate of Incorporation of CannaVEST Corp., as filed on J uly 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
4.1
CannaVEST Corp. Specimen Stock Certificate
8-K 000-54677 4.1 July 31, 2013
10.1 †

Amended and Restated 2013 Equity Incentive Plan, as amended.
14A 000-54677 Attachment B April 26, 2019
10.2 †
Executive Employment Agreement, dated June 23, 2021, by and between the Company and Joseph Dowling
8-K 000-54677 10.1 June 29, 2021

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

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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
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
4.1	CannaVEST Corp. Specimen Stock Certificate	8-K	000-54677	4.1	July 31, 2013
4.2	Form of Base Indenture between CV Sciences, Inc. and Wilmington Savings Fund	8-K	000-54677	4.1	November 15, 2021
4.3	Form of Supplemental Indenture	8-K	000-54677	4.2	November 15, 2021
4.4	Form of Senior Convertible Note	8-K	000-54677	4.3	November 15, 2021
4.5	Form of Second Supplemental Indenture	8-K	000-54677	4.2	March 28, 2022
4.6	Form of Warrant, dated March 30, 2022	8-K	000-54677	4.1	April 1, 2022
4.7	Form of Placement Agent Warrant, dated March 30, 2022	8-K	000-54677	4.2	April 1, 2022
10.1 †	Amendment to amended and restated Equity Incentive Plan, as amended, dated March 30, 2022	10-K	000-54677	10.40	April 4, 2022
10.2	Form of Securities Purchase Agreement dated March 30, 2022	8-K	000-54677	10.1	April 1, 2022
31.1*	Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.					X
31.2*	Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.					X
32.1*	Certification of the Chief 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 Chief 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

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~~10.3~~ †

~~Amendment No. 1 to Executive Employment Agreement~~

~~8-K~~

~~000-54677~~

~~10.1~~

~~July 30, 2021~~

31.1*

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

31.2*

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

32.1*

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

32.2*

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

101 INS**

~~Inline XBRL Instance Document~~

101 SCH**

Inline XBRL Taxonomy Extension Schema Document

101 CAL**

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101 LAB**

Inline XBRL Taxonomy Extension Label Linkbase Document

101 PRE**

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101 DEF**

Inline XBRL Taxonomy Extension Definition Linkbase Document

104**

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

________________________

* These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

** 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 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.

† Indicates a management contract or compensatory plan or arrangement.

2728

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			CV SCIENCES, INC. (Registrant)

			By			/s/ Joseph D. Dowling
						Joseph D. Dowling Chief Executive Officer (Principal Executive Officer)
						Dated ~~August 13, 2021~~May 16, 2022

			By			/s/ Joerg Grasser
						Joerg Grasser Chief Financial Officer (Principal Financial Officer)
						Dated ~~August 13, 2021~~May 16, 2022

2829


		PAGE
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	1
	Condensed Balance Sheets	1
	Condensed Statements of Operations	2
	Condensed Statement s of ~~Changes in~~ Stockholders’ Equity	3
	Condensed Statements of Cash Flows	4
	Notes to Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1718
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	24
Item 4.	Controls and Procedures	25

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosure	26
Item 5.	Other Information	26
Item 6.	Exhibits	26

	SIGNATURES	2829


	Three months ended June 30, 2021				Three months ended June 30, 2020
	Amount		% of product sales, net		Amount		% of product sales, net
	(in thousands)				(in thousands)
Retail - FDM	$	222	4.3	%	$	445	8.2	%
Retail - Natural products and other	3,013		58.8	%	2,914		54.0	%
E-Commerce	1,893		36.9	%	2,037		37.8	%
Product sales, net	$	5,128	100.0	%	$	5,396	100.0	%


	Six months ended June 30, 2021				Six months ended June 30, 2020
	Amount		% of product sales, net		Amount		% of product sales, net
	(in thousands)				(in thousands)
Retail - FDM	$	445	4.5	%	$	876	6.4	%
Retail - Natural products and other	5,765		57.8	%	8,739		63.9	%
E-Commerce	3,762		37.7	%	4,051		29.7	%
Product sales, net	$	9,972	100.0	%	$	13,666	100.0	%


	June 30, 2021		December 31, 2020
PPP loan	$	2,906	$	2,906
Insurance financing	92		721
	2,998		3,627
Less: Current portion of debt	(2,998)		(2,174)
Long-term portion of debt	$	0	$	1,453


	June 30, 2021
2021	$	1,545
2022	1,453
Total principal payments	$	2,998