CV Sciences (CVSI) 10-Q 6 Nov 19 2019 Q3 Quarterly report Financial data

DOCUMENT AND ENTITY INFORMATION

DOCUMENT AND ENTITY INFORMATION - shares	9 Months Ended
	Sep. 30, 2019	Nov. 04, 2019
Document And Entity Information
Entity Registrant Name	CV Sciences, Inc.
Entity Central Index Key	0001510964
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		99,297,151
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 13,738	$ 12,684
Restricted cash	500	251
Accounts receivable, net	3,542	3,340
Inventory	10,025	7,132
Prepaid expenses and other	8,469	2,059
Total current assets	36,274	25,466
Inventory	0	1,418
Property & equipment, net	3,454	2,844
Operating lease assets	9,021	0
Intangibles, net	3,774	3,801
Goodwill	2,788	2,788
Other assets	1,227	585
Total assets	56,538	36,902
Current liabilities:
Accounts payable	1,110	1,245
Accrued expenses	10,366	2,673
Operating lease liability - current	669	0
Notes payable	0	474
Total current liabilities	12,145	4,392
Liabilities, Noncurrent [Abstract]
Operating lease liability	9,787	0
Deferred rent	0	1,329
Deferred tax liability	1,065	1,065
Other liabilities	298	0
Total liabilities	23,295	6,786
Commitments and contingencies (Note 8)
Stockholders' equity
Preferred stock, par value $0.0001; 10,000 shares authorized; no shares issued and outstanding	0	0
Common stock, par value $0.0001; 190,000,000 shares authorized; 98,767 and 94,940 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively	10	9
Additional paid-in capital	68,184	55,134
Accumulated deficit	(34,951)	(25,027)
Total stockholders' equity	33,243	30,116
Total liabilities and stockholders' equity	$ 56,538	$ 36,902

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS Balance Sheet (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock par value (in USD per share)	$ 0.0001	$ 0.0001
Preferred stock authorized (shares)	10,000,000	10,000,000
Preferred stock issued (shares)	0	0
Preferred stock outstanding (shares)	0	0
Common stock par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock authorized (shares)	190,000,000	190,000,000
Common stock issued (shares)	98,767,000	94,940,000
Common stock outstanding (shares)	98,767,000	94,940,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Product sales, net	$ 12,603	$ 13,601	$ 44,368	$ 34,020
Cost of goods sold	4,175	3,655	13,430	9,453
Gross Profit	8,428	9,946	30,938	24,567
Operating expenses:
Research and development	1,544	530	4,574	1,125
Selling, general and administrative	8,657	5,890	36,261	15,952
Total operating expenses	10,201	6,420	40,835	17,077
Operating Income (Loss)	(1,773)	3,526	(9,897)	7,490
Other Expenses [Abstract]
Interest (income) expense, net	(7)	31	(2)	150
Income (loss) before income taxes	(1,766)	3,495	(9,895)	7,340
Income tax expense	3	200	29	240
Net Income (Loss)	$ (1,769)	$ 3,295	$ (9,924)	$ 7,100
Weighted average common shares outstanding - Basic	98,733	91,639	97,524	90,959
Weighted average common shares outstanding - Diluted	98,733	115,889	97,524	110,601
Net income (loss) per common share - Basic (in USD per share)	$ (0.02)	$ 0.04	$ (0.10)	$ 0.08
Net income (loss) per common share - Diluted (in USD per share)	$ (0.02)	$ 0.03	$ (0.10)	$ 0.06

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings
Beginning balance, shares at Dec. 31, 2017		90,513
Beginning balance, value at Dec. 31, 2017	$ 16,381	$ 9	$ 51,400	$ (35,028)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	1,036		1,036
Net income (loss)	619			619
Ending balance, shares at Mar. 31, 2018		90,513
Ending balance, value at Mar. 31, 2018	18,036	$ 9	52,436	(34,409)
Beginning balance, shares at Dec. 31, 2017		90,513
Beginning balance, value at Dec. 31, 2017	16,381	$ 9	51,400	(35,028)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	7,100
Ending balance, shares at Sep. 30, 2018		94,355
Ending balance, value at Sep. 30, 2018	25,754	$ 9	53,673	(27,928)
Beginning balance, shares at Mar. 31, 2018		90,513
Beginning balance, value at Mar. 31, 2018	18,036	$ 9	52,436	(34,409)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock for professional services (shares)		150
Issuance of stock for professional services	62		62
Exercise of stock options (shares)		283
Exercise of stock options	108		108
Stock-based compensation	360		360
Net income (loss)	3,186			3,186
Ending balance, shares at Jun. 30, 2018		90,946
Ending balance, value at Jun. 30, 2018	21,752	$ 9	52,966	(31,223)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock for professional services (shares)		75
Issuance of stock for professional services	233		233
Exercise of stock options (shares)		711
Exercise of stock options	236		236
Issuance of common stock from exercise of warrants on a net issuance basis (shares)		2,623
Stock-based compensation	238		238
Net income (loss)	3,295			3,295
Ending balance, shares at Sep. 30, 2018		94,355
Ending balance, value at Sep. 30, 2018	25,754	$ 9	53,673	(27,928)
Beginning balance, shares at Dec. 31, 2018		94,940
Beginning balance, value at Dec. 31, 2018	30,116	$ 9	55,134	(25,027)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock under employee benefit plan (shares)		3,539
Issuance of common stock under employee benefit plan	197	$ 1	196
Stock-based compensation	2,091		2,091
Stock-based compensation associated with employment settlement	7,857		7,857
Net income (loss)	(9,384)			(9,384)
Ending balance, shares at Mar. 31, 2019		98,479
Ending balance, value at Mar. 31, 2019	30,877	$ 10	65,278	(34,411)
Beginning balance, shares at Dec. 31, 2018		94,940
Beginning balance, value at Dec. 31, 2018	30,116	$ 9	55,134	(25,027)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(9,924)
Ending balance, shares at Sep. 30, 2019		98,767
Ending balance, value at Sep. 30, 2019	33,243	$ 10	68,184	(34,951)
Beginning balance, shares at Mar. 31, 2019		98,479
Beginning balance, value at Mar. 31, 2019	30,877	$ 10	65,278	(34,411)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock under employee benefit plan (shares)		225
Issuance of common stock under employee benefit plan	57		57
Stock-based compensation	2,125		2,125
Net income (loss)	1,229			1,229
Ending balance, shares at Jun. 30, 2019		98,704
Ending balance, value at Jun. 30, 2019	34,288	$ 10	67,460	(33,182)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock under employee benefit plan (shares)		63
Issuance of common stock under employee benefit plan	25		25
Stock-based compensation	699		699
Net income (loss)	(1,769)			(1,769)
Ending balance, shares at Sep. 30, 2019		98,767
Ending balance, value at Sep. 30, 2019	$ 33,243	$ 10	$ 68,184	$ (34,951)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
OPERATING ACTIVITIES
Net income (loss)	$ (9,924)	$ 7,100
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Depreciation and amortization	533	376
Amortization of beneficial conversion feature of convertible debts	0	50
Common stock issued for professional services	0	295
Stock-based compensation	4,915	1,634
Stock-based compensation associated with employment settlement	7,857	0
Bad debt expense	38	47
Non-cash lease expense	497	0
Change in operating assets and liabilities:
Accounts receivable	(240)	(1,030)
Inventory	(1,475)	1,959
Prepaid expenses and other	(659)	(1,036)
Accounts payable and accrued expenses	857	364
Deferred rent	0	167
Net cash provided by operating activities	2,399	9,926
INVESTING ACTIVITIES
Purchase of equipment	(872)	(331)
Tenant improvements to leasehold real estate	(29)	(94)
Net cash flows used in investing activities	(901)	(425)
FINANCING ACTIVITIES
Repayment of convertible debt in cash	0	(660)
Repayment of unsecured debt	(474)	(966)
Proceeds from exercise of stock options	279	343
Net cash flows used in financing activities	(195)	(1,283)
Net increase in cash, cash equivalents and restricted cash	1,303	8,218
Cash, cash equivalents and restricted cash, beginning of period	12,935	2,792
Cash, cash equivalents and restricted cash, end of period	14,238	11,010
Supplemental cash flow disclosures:
Interest paid	9	150
Income taxes paid	70	70
Supplemental disclosures of non-cash transactions:
Purchase of property and equipment in accounts payable and accrued expenses	21	0
Operating ROU lease assets obtained in exchange for operating lease liabilities	$ 5,405	$ 0

ORGANIZATION AND BUSINESS

ORGANIZATION AND BUSINESS	9 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS	ORGANIZATION AND BUSINESS Description of Business - CV Sciences, Inc. (the “Company”) was incorporated under the name Foreclosure Solutions, Inc. in the State of Texas on December 9, 2010. On July 25, 2013, CannaVest Corp., a Texas corporation (“CannaVest Texas”), merged with the Company, a wholly-owned Delaware subsidiary of CannaVest Texas, to effectuate a change in the Company’s state of incorporation from Texas to Delaware. On January 4, 2016, 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.” The Company has two operating segments; consumer products and specialty pharmaceutical. The consumer products segment develops, manufactures and markets products based on hemp-based Cannabidiol ("CBD"), under the name PlusCBD™ 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 condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates – The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results may differ from these estimates. Significant estimates include the valuation of intangible assets, 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 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 $4.0 million in money market funds which are classified as cash equivalents. In addition, the Company's restricted cash of $0.5 million is comprised of certificates of deposit. The carrying value of the cash equivalents and restricted cash approximated the fair value as of September 30, 2019 . The Company did not have any cash equivalents as of December 31, 2018 . The Company does not have any liabilities that are valued using inputs identified under a Level 1 hierarchy as of September 30, 2019 and December 31, 2018 . • 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 not have any assets or liabilities that are valued using inputs identified under a Level 2 hierarchy as of September 30, 2019 and December 31, 2018 . • 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 not have any assets or liabilities that are valued using inputs identified under a Level 3 hierarchy as of September 30, 2019 and December 31, 2018 . 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 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the potential impact of Topic 326 on the Company’s condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which eliminates Step 2 from the goodwill impairment test. Instead, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should then recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 requires the entity to apply these amendments on a prospective basis for which it is required to disclose the nature of and reason for the change in accounting upon transition. This disclosure shall be provided in the first annual period and in the interim period within the first annual period when the entity initially adopts the amendments. The Company shall adopt these amendments for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the potential impact of ASU 2017-04 on the Company’s condensed consolidated financial statements. Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under prior GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. The Company adopted ASU 2016-02 in the first quarter of 2019 utilizing the optional alternative transition method through a cumulative-effect adjustment at the beginning of the first quarter of 2019. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company elected to apply the hindsight practical expedient when determining lease term and assessing impairment of operating lease assets. The Company also applied the short-term lease recognition exemption for leases with terms at inception not greater than 12 months. The adoption of ASU 2016-02 on January 1, 2019 resulted in the recognition of operating lease assets of approximately $4.1 million and lease liabilities for operating leases of approximately $5.5 million on its Condensed Consolidated Balance Sheets, with no material impact to its Condensed Consolidated Statements of Operations. See Note 4 for further information regarding the impact of the adoption of ASU 2016-02 on the Company's financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718) , Improvements to Nonemployee Share-Based Payment Accounting. This ASU is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with accounting for employee share-based compensation. ASU 2018-07 is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, with early adoption permitted but no earlier than an entity’s adoption date of ASC Topic 606. This ASU became effective for the Company on January 1, 2019. Adoption of the new standard did not have a material impact on the Company's condensed consolidated financial statements. In July 2018, the FASB issued ASU 2018-09, Codification Improvements ("ASC 2018-09"). This ASU makes changes to a variety of topics to clarify, correct errors in, or make minor improvements to the Accounting Standards Codification. The majority of the amendments in ASU 2018-09 are effective for fiscal years beginning after December 15, 2018 and interim periods within those annual periods. The Company adopted ASU 2018-09 in the first quarter of 2019. Adoption of the new standard did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and recognize as an asset. For public business entities, the guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. The Company early adopted this ASU during the quarter ended June 30, 2019, and applied the guidance prospectively to implementation costs incurred in new cloud computing arrangements. As of September 30, 2019, the Company has capitalized $ 0.8 million of implementation costs which is included in Other Assets.

BALANCE SHEET DETAIL

BALANCE SHEET DETAIL	9 Months Ended
	Sep. 30, 2019
Condensed Financial Information Disclosure [Abstract]
BALANCE SHEET DETAILS	BALANCE SHEET DETAILS Inventory Inventory as of September 30, 2019 and December 31, 2018 was comprised of the following (in thousands): September 30, December 31, Raw materials $ 4,594 $ 4,747 Finished goods 5,431 3,803 $ 10,025 $ 8,550 As of September 30, 2019 and December 31, 2018 , the Company had inventory outside the United States of $0.7 million and $0.5 million , respectively. Accrued expenses Accrued expenses as of September 30, 2019 and December 31, 2018 were as follows (in thousands): September 30, December 31, Accrued payroll expenses (1) $ 8,607 $ 1,222 Other accrued liabilities 1,759 1,451 $ 10,366 $ 2,673 (1) This includes a $6.6 million tax liability associated with a related party transaction as discussed in Note 11.

INTANGIBLES, NET

INTANGIBLES, NET	9 Months Ended
	Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLES, NET	INTANGIBLES, NET Intangible assets consisted of the following at September 30, 2019 and December 31, 2018 (in thousands): Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Life (Years) Balance - September 30, 2019: In-process research and development $ 3,730 $ — $ 3,730 — Trade names 100 75 25 5 Non-compete agreements 77 58 19 5 $ 3,907 $ 133 $ 3,774 Balance - December 31, 2018: In-process research and development $ 3,730 $ — $ 3,730 — Trade names 100 60 40 5 Non-compete agreements 77 46 31 5 $ 3,907 $ 106 $ 3,801

LEASES

LEASES	9 Months Ended
	Sep. 30, 2019
Leases [Abstract]
LEASES	LEASES The Company has entered into operating leases primarily for real estate. These leases are for the Company's operations, production, warehouse, sales, marketing and back office functions and have terms which range from 2 to 8 years, and do not include an option to renew. These operating leases are included in "Operating lease assets" on the Company's September 30, 2019 Condensed Consolidated Balance Sheet, and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make lease payments are included in "Operating lease liability - current" and "Operating lease liability" on the Company's September 30, 2019 Condensed Consolidated Balance Sheet. Based on the present value of the lease payments for the remaining lease term of the Company's existing leases, the Company recognized operating lease assets of $4.1 million and lease liabilities for operating leases of $5.5 million on January 1, 2019, which includes derecognition of previously recorded deferred rent of $1.3 million. As of September 30, 2019 , the Company had an additional operating lease obligation of $5.5 million and operating lease asset of $5.3 million related to the lease for the new 45,500 square foot production and warehouse facility located in San Diego, California with a lease term of 7.0 years. As of September 30, 2019 , total operating lease assets and operating lease liabilities were $9.0 million and $10.5 million , respectively. The Company has entered into one short-term facility operating lease, with an initial term of twelve months or less. This lease is not recorded on the Company's balance sheet. All operating lease expense is recognized on a straight-line basis over the lease term. In the three and nine months ended September 30, 2019 , the Company recognized approximately $0.5 million and $ 1.0 million, respectively, in total lease costs, which was mostly comprised of operating lease costs. Short-term lease costs related to short-term operating leases and variable lease costs were immaterial. Because the rate implicit in each lease is not readily determinable, the Company uses the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company has certain contracts for real estate which may contain lease and non-lease components which it has elected to treat as a single lease component. Cash paid for operating lease liabilities for the nine months ended September 30, 2019 was $0.7 million. Information related to the Company's operating lease assets and related lease liabilities were as follows: September 30, Weighted average remaining lease term (in months) 79.88 Weighted average discount rate 6.5 % Maturities of lease liabilities as of September 30, 2019 were as follows (in thousands): Year ending December 31, 2019 (remaining three months) $ 384 2020 1,370 2021 1,966 2022 1,993 2023 2,058 2024 2,120 Thereafter 3,260 13,151 Less imputed interest (2,695 ) Total lease liabilities $ 10,456 Current operating lease liabilities $ 669 Non-current operating lease liabilities 9,787 Total lease liabilities $ 10,456 The following table provides the Company's operating lease commitment as of December 31, 2018 (in thousands): Operating Lease Commitment 2019 $ 925 2020 961 2021 923 2022 929 2023 957 Thereafter 2,085 $ 6,780 The Company incurred rent expense of $0.2 million and $ 0.5 million for the three and nine months ended September 30, 2018 , respectively.

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTES PAYABLE In October 2018, the Company entered into a finance agreement with First Insurance Funding in order to fund a portion of its insurance policies, which was amended in January 2019. The amount financed was $0.5 million and bears interest at a rate of 5.15% . The Company was required to make monthly payments of $0.1 million through July 2019. As of September 30, 2019 , there was no outstanding balance. The outstanding balance was $0.5 million as of December 31, 2018 .

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK-BASED COMPENSATION	. STOCK-BASED COMPENSATION On June 11, 2019, the Company's stockholders approved an amendment to the CV Sciences, Inc. Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan") to increase the number of shares that may be issued under the 2013 Plan by an additional 3,000,000 shares. The Company’s stockholders also approved 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. There are currently 31,000,000 shares authorized for issuance under the 2013 Plan. As of September 30, 2019 , the Company had 7,043,000 of authorized unissued shares reserved and available for issuance upon exercise and conversion of outstanding awards under the 2013 Plan. The Company recognized stock-based compensation expense of $0.7 million and $12.8 million during the three and nine months ended September 30, 2019 , respectively, and $ 0.2 million and $ 1.6 million for the three and nine months ended September 30, 2018 , respectively. During the nine months ended September 30, 2019 , the Company's former President and Chief Executive Officer ("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. In exchange, Mona Jr. agreed that notwithstanding the terms of his Employment Agreement providing for acceleration of vesting of all stock options and restricted stock units (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). 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 nine months ended September 30, 2019 . As of September 30, 2019 , total unrecognized compensation cost related to non-vested stock-based compensation arrangements was $5.3 million which is expected to be recognized over a weighted-average period of 2.2 years. The following summarizes activity related to the Company's stock options and includes 7,250,000 performance-based options issued prior to December 31, 2018 outside of the 2013 Plan (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, 2018 24,775 $ 0.51 7.5 $ 94,206 Granted 2,197 4.31 — — Exercised (885) 0.36 — — Forfeited (197) 1.6 — — Outstanding - September 30, 2019 25,890 0.83 6.2 29,971 Exercisable - September 30, 2019 23,368 0.62 5.9 28,776 Vested or expected to vest - September 30, 2019 25,890 $ 0.83 6.2 $ 29,971 The total intrinsic value of stock options exercised during the nine months ended September 30, 2019 was $ 4.3 million. Upon option exercise, the Company issues new shares of stock. The total intrinsic value of stock options exercised during the nine months ended September 30, 2018 was $1.0 million. The Company has established performance milestones in connection with the drug development efforts for its lead drug candidate CVSI-007. As of September 30, 2019 , there were 10,750,000 remaining unvested stock options granted outside of the 2013 Plan which vest upon the completion of future performance conditions, including those related to the Settlement Agreement with Mona Jr. 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 September 30, Nine months ended September 30, 2019 2018 2019 2018 Volatility 106.0% 86.8% 112.3% 90.2% Risk-Free Interest Rate 1.7% 2.8% 2.3% 2.6% Expected Term (in years) 5.87 5.64 5.75 5.39 Dividend Rate —% —% —% —% Fair Value Per Share on Grant Date $3.16 $3.08 $3.83 $0.54 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. 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. Expected volatility is calculated based on the Company’s peer group, consisting of five companies in the industry in which the Company operates because the Company does not have sufficient historical volatility data. The Company will continue to use peer group volatility information until historical volatility of the Company is available to measure expected volatility for future grants. In the future, as the Company gains historical data for volatility of its own stock and the actual term over which stock options are held, expected volatility and 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. The following summarizes RSU activity that contain only service requirements to vest for the Amended 2013 Plan (in thousands, except per share data): Number of Shares Weighted Average Grant Date Fair Value RSU's outstanding - December 31, 2018 2,950 $ 2.14 Vested (2,950 ) 2.14 RSU's outstanding - September 30, 2019 — $ — The total fair value of RSU's vested during the nine months ended September 30, 2019 was $6.3 million. The associated stock-based compensation expense is included in selling, general and administrative expense.

NET INCOME (LOSS) PER SHARE

NET INCOME (LOSS) PER SHARE	9 Months Ended
	Sep. 30, 2019
Earnings Per Share [Abstract]
NET INCOME (LOSS) PER SHARE	NET INCOME (LOSS) PER SHARE The Company computes basic net income (loss) per share using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would be anti-dilutive. For purposes of this calculation, common stock equivalents include the Company's stock options, including those with performance or market conditions, unvested RSU's, and warrants. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Numerator: Net income (loss) $ (1,769 ) $ 3,295 $ (9,924 ) $ 7,100 Denominator for basic and diluted net income (loss) per share: Weighted average common shares outstanding for basic 98,733 91,639 97,524 90,959 Dilutive potential common stock outstanding: Stock options and RSU's — 24,160 — 19,562 Warrants — 90 — 80 Weighted average common shares outstanding for diluted 98,733 115,889 97,524 110,601 Basic net income (loss) per share $ (0.02 ) $ 0.04 $ (0.10 ) $ 0.08 Diluted net income (loss) per share $ (0.02 ) $ 0.03 $ (0.10 ) $ 0.06 The following common stock equivalents were not included in the calculation of net income (loss) per diluted share because their effect were anti-dilutive (in thousands): Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Stock options 5,392 3,160 6,943 6,985 Performance stock options 776 698 211 1,465 Warrants — 10 — 20 Total 6,168 3,868 7,154 8,470 The above table excludes 10,750,000 unvested stock options for the three and nine months ended September 30, 2019 and 2018 , which vest upon the completion of future performance conditions.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	. COMMITMENTS AND CONTINGENCIES On April 23, 2014, Tanya Sallustro filed a purported class action complaint (the “Complaint”) in the Southern District of New York (the “Court”) alleging securities fraud and related claims against the Company and certain of its officers and directors, and seeking compensatory damages including litigation costs. On December 11, 2015, the Company filed a motion to dismiss the consolidated amended complaint. On April 2, 2018, the Court issued a ruling granting in part and denying in part the motion to dismiss. Thereafter, plaintiff’s counsel agreed to dismiss the case in its entirety, with prejudice. On July 2, 2019, the Court 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. On March 17, 2015, a shareholder of the Company, Michael Ruth, filed a shareholder derivative suit in the Nevada District Court premised on the same event as the Complaint (which has now been dismissed with prejudice with no payment or finding of wrongdoing by the Company or any of the named defendants). The parties previously agreed to stay the action pending the conclusion of discovery of the Complaint. Because the Complaint was dismissed with prejudice on July 2, 2019, the stay has been lifted. On September 20, 2019, the Company filed a motion to dismiss Mr. Ruth's amended complaint. On November 4, 2019, Mr. Ruth filed his Opposition to Defendants' Motion to Dismiss and a decision on the motion is expected in early 2020. Management intends to vigorously defend the allegations, and an estimate of possible loss cannot be made at this time. 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 suit 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 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, we filed a motion to dismiss the action. The motion has been fully briefed, and the parties are awaiting a decision from the Nevada District Court. Management intends to vigorously defend the allegations. Three shareholder derivative suits have been filed which are premised on the same event as the Smith Complaint. These derivative suits are stayed pending the outcome of the Company's motion to dismiss the Smith Complaint. 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.

SEGMENT INFORMATION

SEGMENT INFORMATION	9 Months Ended
	Sep. 30, 2019
Segment Reporting [Abstract]
SEGMENT INFORMATION	. SEGMENT INFORMATION The Company operates in two distinct business segments: a consumer products segment in manufacturing, marketing and selling hemp-based CBD products to a range of market sectors; and 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. The following table presents information by reportable operating segment for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Consumer Products Product sales, net $ 12,603 $ 13,601 $ 44,368 $ 34,020 Gross profit 8,428 9,946 30,938 24,567 Research and development expense 437 171 1,815 363 Selling, general and administrative expense 8,646 5,870 36,230 15,916 Operating income (loss) $ (655 ) $ 3,905 $ (7,107 ) $ 8,288 Specialty Pharmaceutical Product sales, net $ — $ — $ — $ — Gross profit — — — — Research and development expense 1,107 359 2,759 762 Selling, general and administrative expense 11 20 31 36 Operating loss $ (1,118 ) $ (379 ) $ (2,790 ) $ (798 ) Total Product sales, net $ 12,603 $ 13,601 $ 44,368 $ 34,020 Gross profit 8,428 9,946 30,938 24,567 Research and development expense 1,544 530 4,574 1,125 Selling, general and administrative expense 8,657 5,890 36,261 15,952 Operating income (loss) $ (1,773 ) $ 3,526 $ (9,897 ) $ 7,490 The Company's specialty and pharmaceutical segment includes goodwill of $2.8 million as of September 30, 2019 and December 31, 2018 . In addition, the Company's intangible assets of $3.8 million as of September 30, 2019 and December 31, 2018 are included in the specialty pharmaceutical segment. All other assets are included in the consumer products segment as of September 30, 2019 and December 31, 2018 . The majority of the Company's sales are to U.S. based customers.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2019
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES For the three and nine months ended September 30, 2019 , the Company has recognized tax expense on net income related to certain state tax payments. Also, for the three and nine months ended September 30, 2019 , the Company generated a net loss for which no 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.

RELATED PARTIES

RELATED PARTIES	9 Months Ended
	Sep. 30, 2019
Related Party Transactions [Abstract]
RELATED PARTIES	RELATED PARTIES As of September 30, 2019 , the Company has a payable to its former President and Chief Executive Officer recorded of $ 0.7 million. The amount is mostly related to his termination benefits associated with his resignation from the Company. The termination benefit is payable to Mona Jr. via regular payroll through June 2021. The Company recorded $ 0.4 million in accrued expenses and $ 0.3 million in other liabilities. As part of the Settlement Agreement described in Note 6, 2,950,000 RSUs vested and were issued to Mona Jr. The vesting of the RSU's is treated as taxable compensation and thus 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) and included in the Company’s payroll tax filing at the time of vesting. 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 consolidated statement of operations for the nine months ended September 30, 2019 . 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 consolidated balance sheet as of September 30, 2019 in an amount of $6.6 million which was recorded as a component of Accrued expenses. The Company has recorded an offsetting receivable 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. This resulted in a receivable of $6.4 million as of September 30, 2019 which was recorded in the line item Prepaid expenses and other on the condensed consolidated balance sheet. 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. However, if the amount is not paid, the Company would be liable for such withholding tax due. Additionally, the Company could be subject to negligence penalties if the amounts are ultimately not paid. The Company does not believe that any such penalties are probable or reasonably possible as of September 30, 2019 .

ORGANIZATION AND BUSINESS Organ

ORGANIZATION AND BUSINESS Organization and Business (Policies)	9 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation - The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates – The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results may differ from these estimates. Significant estimates include the valuation of intangible assets, valuation of inventory, and assumptions related to revenue recognition.
Fair Value Measurements	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 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 $4.0 million in money market funds which are classified as cash equivalents. In addition, the Company's restricted cash of $0.5 million is comprised of certificates of deposit. The carrying value of the cash equivalents and restricted cash approximated the fair value as of September 30, 2019 . The Company did not have any cash equivalents as of December 31, 2018 . The Company does not have any liabilities that are valued using inputs identified under a Level 1 hierarchy as of September 30, 2019 and December 31, 2018 . • 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 not have any assets or liabilities that are valued using inputs identified under a Level 2 hierarchy as of September 30, 2019 and December 31, 2018 . • 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 not have any assets or liabilities that are valued using inputs identified under a Level 3 hierarchy as of September 30, 2019 and December 31, 2018 .
Recent Issued and Newly Adopted Accounting Pronouncements	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 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the potential impact of Topic 326 on the Company’s condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which eliminates Step 2 from the goodwill impairment test. Instead, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should then recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 requires the entity to apply these amendments on a prospective basis for which it is required to disclose the nature of and reason for the change in accounting upon transition. This disclosure shall be provided in the first annual period and in the interim period within the first annual period when the entity initially adopts the amendments. The Company shall adopt these amendments for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the potential impact of ASU 2017-04 on the Company’s condensed consolidated financial statements. Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under prior GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. The Company adopted ASU 2016-02 in the first quarter of 2019 utilizing the optional alternative transition method through a cumulative-effect adjustment at the beginning of the first quarter of 2019. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company elected to apply the hindsight practical expedient when determining lease term and assessing impairment of operating lease assets. The Company also applied the short-term lease recognition exemption for leases with terms at inception not greater than 12 months. The adoption of ASU 2016-02 on January 1, 2019 resulted in the recognition of operating lease assets of approximately $4.1 million and lease liabilities for operating leases of approximately $5.5 million on its Condensed Consolidated Balance Sheets, with no material impact to its Condensed Consolidated Statements of Operations. See Note 4 for further information regarding the impact of the adoption of ASU 2016-02 on the Company's financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718) , Improvements to Nonemployee Share-Based Payment Accounting. This ASU is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with accounting for employee share-based compensation. ASU 2018-07 is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, with early adoption permitted but no earlier than an entity’s adoption date of ASC Topic 606. This ASU became effective for the Company on January 1, 2019. Adoption of the new standard did not have a material impact on the Company's condensed consolidated financial statements. In July 2018, the FASB issued ASU 2018-09, Codification Improvements ("ASC 2018-09"). This ASU makes changes to a variety of topics to clarify, correct errors in, or make minor improvements to the Accounting Standards Codification. The majority of the amendments in ASU 2018-09 are effective for fiscal years beginning after December 15, 2018 and interim periods within those annual periods. The Company adopted ASU 2018-09 in the first quarter of 2019. Adoption of the new standard did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and recognize as an asset. For public business entities, the guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. The Company early adopted this ASU during the quarter ended June 30, 2019, and applied the guidance prospectively to implementation costs incurred in new cloud computing arrangements. As of September 30, 2019, the Company has capitalized $ 0.8 million of implementation costs which is included in Other Assets.

BALANCE SHEET DETAILS (Tables)

BALANCE SHEET DETAILS (Tables)	9 Months Ended
	Sep. 30, 2019
Condensed Financial Information Disclosure [Abstract]
Schedule of inventory	Inventory as of September 30, 2019 and December 31, 2018 was comprised of the following (in thousands): September 30, December 31, Raw materials $ 4,594 $ 4,747 Finished goods 5,431 3,803 $ 10,025 $ 8,550
Schedule of accrued expenses	Accrued expenses Accrued expenses as of September 30, 2019 and December 31, 2018 were as follows (in thousands): September 30, December 31, Accrued payroll expenses (1) $ 8,607 $ 1,222 Other accrued liabilities 1,759 1,451 $ 10,366 $ 2,673 (1) This includes a $6.6 million tax liability associated with a related party transaction as discussed in Note 11.

INTANGIBLES, NET (Tables)

INTANGIBLES, NET (Tables)	9 Months Ended
	Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets	Intangible assets consisted of the following at September 30, 2019 and December 31, 2018 (in thousands): Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Life (Years) Balance - September 30, 2019: In-process research and development $ 3,730 $ — $ 3,730 — Trade names 100 75 25 5 Non-compete agreements 77 58 19 5 $ 3,907 $ 133 $ 3,774 Balance - December 31, 2018: In-process research and development $ 3,730 $ — $ 3,730 — Trade names 100 60 40 5 Non-compete agreements 77 46 31 5 $ 3,907 $ 106 $ 3,801

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2019
Leases [Abstract]
Lease information	Information related to the Company's operating lease assets and related lease liabilities were as follows: September 30, Weighted average remaining lease term (in months) 79.88 Weighted average discount rate 6.5 %
Maturities of lease liabilities	Maturities of lease liabilities as of September 30, 2019 were as follows (in thousands): Year ending December 31, 2019 (remaining three months) $ 384 2020 1,370 2021 1,966 2022 1,993 2023 2,058 2024 2,120 Thereafter 3,260 13,151 Less imputed interest (2,695 ) Total lease liabilities $ 10,456 Current operating lease liabilities $ 669 Non-current operating lease liabilities 9,787 Total lease liabilities $ 10,456
Operating lease commitments under ASC 840	The following table provides the Company's operating lease commitment as of December 31, 2018 (in thousands): Operating Lease Commitment 2019 $ 925 2020 961 2021 923 2022 929 2023 957 Thereafter 2,085 $ 6,780

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock option activity	The following summarizes activity related to the Company's stock options and includes 7,250,000 performance-based options issued prior to December 31, 2018 outside of the 2013 Plan (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, 2018 24,775 $ 0.51 7.5 $ 94,206 Granted 2,197 4.31 — — Exercised (885) 0.36 — — Forfeited (197) 1.6 — — Outstanding - September 30, 2019 25,890 0.83 6.2 29,971 Exercisable - September 30, 2019 23,368 0.62 5.9 28,776 Vested or expected to vest - September 30, 2019 25,890 $ 0.83 6.2 $ 29,971
Schedule of share-based payment award, stock options, valuation assumptions	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 September 30, Nine months ended September 30, 2019 2018 2019 2018 Volatility 106.0% 86.8% 112.3% 90.2% Risk-Free Interest Rate 1.7% 2.8% 2.3% 2.6% Expected Term (in years) 5.87 5.64 5.75 5.39 Dividend Rate —% —% —% —% Fair Value Per Share on Grant Date $3.16 $3.08 $3.83 $0.54
Nonvested stock option activity	The following summarizes RSU activity that contain only service requirements to vest for the Amended 2013 Plan (in thousands, except per share data): Number of Shares Weighted Average Grant Date Fair Value RSU's outstanding - December 31, 2018 2,950 $ 2.14 Vested (2,950 ) 2.14 RSU's outstanding - September 30, 2019 — $ —

NET INCOME (LOSS) PER SHARE (Ta

NET INCOME (LOSS) PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2019
Earnings Per Share [Abstract]
Computation of basic and diluted earnings per share	The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Numerator: Net income (loss) $ (1,769 ) $ 3,295 $ (9,924 ) $ 7,100 Denominator for basic and diluted net income (loss) per share: Weighted average common shares outstanding for basic 98,733 91,639 97,524 90,959 Dilutive potential common stock outstanding: Stock options and RSU's — 24,160 — 19,562 Warrants — 90 — 80 Weighted average common shares outstanding for diluted 98,733 115,889 97,524 110,601 Basic net income (loss) per share $ (0.02 ) $ 0.04 $ (0.10 ) $ 0.08 Diluted net income (loss) per share $ (0.02 ) $ 0.03 $ (0.10 ) $ 0.06
Schedule of antidilutive securities excluded from computation of earnings per share	The following common stock equivalents were not included in the calculation of net income (loss) per diluted share because their effect were anti-dilutive (in thousands): Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Stock options 5,392 3,160 6,943 6,985 Performance stock options 776 698 211 1,465 Warrants — 10 — 20 Total 6,168 3,868 7,154 8,470

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2019
Segment Reporting [Abstract]
Schedule of segment reporting information	The following table presents information by reportable operating segment for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Consumer Products Product sales, net $ 12,603 $ 13,601 $ 44,368 $ 34,020 Gross profit 8,428 9,946 30,938 24,567 Research and development expense 437 171 1,815 363 Selling, general and administrative expense 8,646 5,870 36,230 15,916 Operating income (loss) $ (655 ) $ 3,905 $ (7,107 ) $ 8,288 Specialty Pharmaceutical Product sales, net $ — $ — $ — $ — Gross profit — — — — Research and development expense 1,107 359 2,759 762 Selling, general and administrative expense 11 20 31 36 Operating loss $ (1,118 ) $ (379 ) $ (2,790 ) $ (798 ) Total Product sales, net $ 12,603 $ 13,601 $ 44,368 $ 34,020 Gross profit 8,428 9,946 30,938 24,567 Research and development expense 1,544 530 4,574 1,125 Selling, general and administrative expense 8,657 5,890 36,261 15,952 Operating income (loss) $ (1,773 ) $ 3,526 $ (9,897 ) $ 7,490

Organization and Business (Deta

Organization and Business (Details)	9 Months Ended
	Sep. 30, 2019USD ($)segment	Jan. 01, 2019USD ($)	Dec. 31, 2018USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of operating segments | segment	2
Right-of-use assets	$ 9,021,000		$ 0
Lease liabilities for operating leases	10,456,000
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use assets		$ 4,100,000
Lease liabilities for operating leases		$ 5,500,000
Other Assets | Accounting Standards Update 2018-15
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Capitalized implementation costs	800,000
Level 1
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Money market funds classified as cash and cash equivalents	4,000,000		0
Restricted cash comprised of certificates of deposit	500,000
Liabilities	0		0
Level 2
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Assets	0		0
Liabilities	0		0
Level 3
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Assets	0		0
Liabilities	$ 0		$ 0

BALANCE SHEET DETAILS - Invento

BALANCE SHEET DETAILS - Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Inventory [Line Items]
Raw materials	$ 4,594	$ 4,747
Finished goods	5,431	3,803
Inventory	10,025	8,550
Non-US
Inventory [Line Items]
Inventory	$ 700	$ 500

BALANCE SHEET DETAILS - Accrued

BALANCE SHEET DETAILS - Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Accrued payroll expenses (1)	$ 8,607	$ 1,222
Other accrued liabilities	1,759	1,451
Total accrued expenses	10,366	$ 2,673
Accrued Expenses | Former President and CEO
Payroll taxes payable	$ 6,600

INTANGIBLE, NET (Details - Inta

INTANGIBLE, NET (Details - Intangible asset schedule) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 3,907	$ 3,907
Accumulated Amortization	133	106
Net Carrying Amount	3,774	3,801
In Process Research and Development
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,730	3,730
Accumulated Amortization	0	0
Net Carrying Amount	3,730	3,730
Trade Names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	100	100
Accumulated Amortization	75	60
Net Carrying Amount	$ 25	$ 40
Useful Life (Years)	5 years	5 years
Noncompete Agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 77	$ 77
Accumulated Amortization	58	46
Net Carrying Amount	$ 19	$ 31
Useful Life (Years)	5 years	5 years

LEASES (Details)

LEASES (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019USD ($)ft²	Sep. 30, 2019USD ($)ft²lease	Jan. 01, 2019USD ($)	Dec. 31, 2018USD ($)
Lessee, Lease, Description [Line Items]
Right-of-use assets	$ 9,021	$ 9,021		$ 0
Lease liabilities for operating leases	10,456	10,456
Derecognition of previously recorded deferred debt	0	$ 0		$ 1,329
Number of short-term facility operating leases | lease		1
Total lease cost	$ 500	$ 1,000
Minimum
Lessee, Lease, Description [Line Items]
Operating lease terms	2 years	2 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease terms	8 years	8 years
Accounting Standards Update 2016-02
Lessee, Lease, Description [Line Items]
Right-of-use assets			$ 4,100
Lease liabilities for operating leases			$ 5,500
Production and Warehouse Facility
Lessee, Lease, Description [Line Items]
Operating lease terms	7 years	7 years
Right-of-use assets	$ 5,300	$ 5,300
Lease liabilities for operating leases	$ 5,500	$ 5,500
Area of production and warehouse facility | ft²	45,500	45,500

LEASES - Right-of-use Assets an

LEASES - Right-of-use Assets and Lease Liabilities (Details) $ in Millions	9 Months Ended
	Sep. 30, 2019USD ($)
Leases [Abstract]
Cash paid for operating lease liabilities	$ 0.7
Weighted average remaining lease term (in months)	6 years 7 months 27 days
Weighted average discount rate	6.50%

LEASES - Maturity of Lease Liab

LEASES - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Leases [Abstract]
2019 (remaining three months)	$ 384
2020	1,370
2021	1,966
2022	1,993
2023	2,058
2024	2,120
Thereafter	3,260
Total lease payments due	13,151
Less imputed interest	(2,695)
Total lease liabilities	10,456
Current operating lease liabilities	669	$ 0
Total lease liabilities	$ 9,787	$ 0

LEASES - Operating Lease Commit

LEASES - Operating Lease Commitments under ASC 840 (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018	Dec. 31, 2018
Leases [Abstract]
2019			$ 925
2020			961
2021			923
2022			929
2023			957
Thereafter			2,085
Total			$ 6,780
Rent expense	$ 200	$ 500

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - Unsecured Note Payable - Premium Finance Agreement - USD ($)	1 Months Ended
	Oct. 31, 2018	Sep. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Amount financed	$ 533,000
Stated interest rate	5.15%
Monthly payment	$ 100,000
Outstanding balance		$ 0	$ 500,000

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details Narrative) $ in Millions	Jun. 11, 2019shares	Jan. 22, 2019	Mar. 31, 2017shares	Jul. 31, 2016shares	Sep. 30, 2019USD ($)shares	Sep. 30, 2018USD ($)shares	Sep. 30, 2019USD ($)companyshares	Sep. 30, 2018USD ($)shares	Dec. 31, 2017shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost | $					$ 5.3		$ 5.3
Unrecognized weighted average period							2 years 1 month 28 days
Number of companies in the peer group used in the calculation of volatility | company							5
Former President and CEO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Extension of period to exercise stock options		5 years
Options outstanding, granted (shares)			5,000,000	6,000,000
Options and RSU's | Operating Income (Loss)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense | $					$ 0.7	$ 0.2	$ 12.8	$ 1.6
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of RSU's vested during the period | $							6.3
Restricted Stock Units (RSUs) | Former President and CEO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense | $							5.1
Stock options | Operating Income (Loss)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic value of stock options exercised in the period | $							4.3	$ 1
Stock options | Former President and CEO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense | $							$ 2.7
Options Outside the Amended 2013 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding, granted (shares)									7,250,000
Equity Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding, granted (shares)							2,197,000
Options outstanding, exercised (shares)							885,000
Amended 2013 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized	3,000,000
Annual increase to shares authorized for issuance under the Plan as percent of common stock outstanding	4.00%
Annual increase to shares authorized for issuance under the Plan	4,000,000
Shares authorized under plan					31,000,000		31,000,000
Authorized unissued shares reserved and available for issuance upon exercise and conversion of outstanding awards					7,043,000		7,043,000
Amended 2013 Plan | Options Outside the Amended 2013 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested stock options (shares)					10,750,000	10,750,000	10,750,000	10,750,000

STOCK-BASED COMPENSATION (Det_2

STOCK-BASED COMPENSATION (Details - Option activity) - Equity Option - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding, beginning balance (shares)	24,775
Options outstanding, granted (shares)	2,197
Options outstanding, exercised (shares)	(885)
Options outstanding, forfeited (shares)	(197)
Options outstanding, ending balance (shares)	25,890	24,775
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted average exercise price, beginning balance (in USD per share)	$ 0.51
Weighted average exercise price, granted (in USD per share)	4.31
Weighted average exercise price, exercised (in USD per share)	0.36
Weighted average exercise price, forfeited (in USD per share)	1.60
Weighted average exercise price, ending balance (in USD per share)	$ 0.83	$ 0.51
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Options outstanding, exercisable (shares)	23,368
Options outstanding, vested or expected to vest (shares)	25,890
Weighted average exercise price, exercisable (in USD per share)	$ 0.62
Weighted average exercise price, vested or expected to vest (in USD per share)	$ 0.83
Weighted average remaining contract term	6 years 2 months 5 days	7 years 6 months
Weighted average remaining contract term, exercisable	5 years 10 months 21 days
Weighted average remaining contract term, vested or expected to vest	6 years 2 months 5 days
Aggregate intrinsic value	$ 29,971	$ 94,206
Aggregate intrinsic value, exercisable	28,776
Aggregate intrinsic value, vested or expected to vest	$ 29,971

STOCK-BASED COMPENSATION STOCK-

STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION (Details) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Volatility	106.00%	86.80%	112.30%	90.20%
Risk-Free Interest Rate	1.70%	2.80%	2.30%	2.60%
Expected Term (in years)	5 years 10 months 13 days	5 years 7 months 21 days	5 years 9 months	5 years 4 months 21 days
Dividend Rate	0.00%	0.00%	0.00%	0.00%
Fair Value Per Share on Grant Date (in USD per share)	$ 3.16	$ 3.08	$ 3.83	$ 0.54

STOCK-BASED COMPENSATION (Det_3

STOCK-BASED COMPENSATION (Details - Unvested) - Restricted Stock Units (RSUs) shares in Thousands	9 Months Ended
	Sep. 30, 2019$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
RSU's outstanding, beginning balance (shares) | shares	2,950
Vested (shares) | shares	(2,950)
RSU's outstanding, ending balance (shares) | shares	0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
RSU's, wighted-average grant date fair value, beginning (in USD per share) | $ / shares	$ 2.14
Vested (in USD per share) | $ / shares	2.14
RSU's, weighted average grant date fair value, ending (in USD per share) | $ / shares	$ 0

NET INCOME (LOSS) PER SHARE (De

NET INCOME (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018
Numerator:
Net income (loss)	$ (1,769)	$ 1,229	$ (9,384)	$ 3,295	$ 3,186	$ 619	$ (9,924)	$ 7,100
Denominator for basic and diluted net income (loss) per share:
Weighted average common shares outstanding for basic	98,733			91,639			97,524	90,959
Dilutive potential common stock outstanding:
Stock options and RSU's (shares)	0			24,160			0	19,562
Warrants (shares)	0			90			0	80
Weighted average common shares outstanding for diluted	98,733			115,889			97,524	110,601
Basic net income (loss) per share (in USD per share)	$ (0.02)			$ 0.04			$ (0.10)	$ 0.08
Diluted net income (loss) per share (in USD per share)	$ (0.02)			$ 0.03			$ (0.10)	$ 0.06

NET INCOME (LOSS) PER SHARE - A

NET INCOME (LOSS) PER SHARE - Antidilutive Shares (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	6,168,000	3,868,000	7,154,000	8,470,000
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	5,392,000	3,160,000	6,943,000	6,985,000
Performance stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	776,000	698,000	211,000	1,465,000
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	0	10,000	0	20,000
Options Outside the Amended 2013 Plan | Amended 2013 Plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Unvested stock options excluded from anti-dilutive shares	10,750,000	10,750,000	10,750,000	10,750,000

SEGMENT INFORMATION (Details)

SEGMENT INFORMATION (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019USD ($)	Sep. 30, 2018USD ($)	Sep. 30, 2019USD ($)segment	Sep. 30, 2018USD ($)	Dec. 31, 2018USD ($)
Segment Reporting Information [Line Items]
Number of operating segments | segment			2
Product sales, net	$ 12,603	$ 13,601	$ 44,368	$ 34,020
Gross profit	8,428	9,946	30,938	24,567
Research and development	1,544	530	4,574	1,125
Selling, general and administrative	8,657	5,890	36,261	15,952
Operating income (loss)	(1,773)	3,526	(9,897)	7,490
Goodwill	2,788		2,788		$ 2,788
Intangible assets	3,774		3,774		3,801
Consumer Products Segment
Segment Reporting Information [Line Items]
Product sales, net	12,603	13,601	44,368	34,020
Gross profit	8,428	9,946	30,938	24,567
Research and development	437	171	1,815	363
Selling, general and administrative	8,646	5,870	36,230	15,916
Operating income (loss)	(655)	3,905	(7,107)	8,288
Specialty Pharmaceutical Segment
Segment Reporting Information [Line Items]
Product sales, net	0	0	0	0
Gross profit	0	0	0	0
Research and development	1,107	359	2,759	762
Selling, general and administrative	11	20	31	36
Operating income (loss)	(1,118)	$ (379)	(2,790)	$ (798)
Goodwill	2,800		2,800		2,800
Intangible assets	$ 3,800		$ 3,800		$ 3,800

RELATED PARTIES (Details Narrat

RELATED PARTIES (Details Narrative) $ in Millions	9 Months Ended
	Sep. 30, 2019USD ($)shares
Former President and CEO
Related Party Transaction [Line Items]
Accounts payable	$ 0.7
Employee portion of payroll taxes	6.4
Former President and CEO | Accrued Expenses
Related Party Transaction [Line Items]
Accounts payable	0.4
Payroll taxes payable	6.6
Former President and CEO | Other Non-current Liabilities
Related Party Transaction [Line Items]
Accounts payable	0.3
Former President and CEO | Prepaid Expenses and Other
Related Party Transaction [Line Items]
Due from former President and CEO	$ 6.4
Restricted Stock Units (RSUs)
Related Party Transaction [Line Items]
Vested RSU's (shares) | shares	2,950,000
Restricted Stock Units (RSUs) | Former President and CEO
Related Party Transaction [Line Items]
Vested RSU's (shares) | shares	2,950,000
Selling, General and Administrative Expenses
Related Party Transaction [Line Items]
Payroll tax expense	$ 0.2