CV Sciences, Inc.
For the period ended Dec 31, 2024. Filed Mar 27, 2025.
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FY2024 · Filed Mar 27, 2025
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Item 16. FORM 10-K SUMMARY
None.
EXHIBIT INDEX
| ExhibitNo. | Description of Exhibit | Form | File No. | Exhibit | Filing Date | FiledHerewith |
|---|---|---|---|---|---|---|
| 2.1 | Agreement and Plan of Merger, dated as of July 25, 2013, by and between CannaVest Corp., a Texas corporation, and CannaVest Corp., a Delaware corporation. | 10-Q | 000-54677 | 2.1 | August 13, 2013 | |
| 2.2 | Agreement and Plan of Reorganization by and among CannaVEST Corp., CANNAVEST Merger Sub, Inc., CANNAVEST Acquisition LLC, CanX, Inc., and The Starwood Trust, as the Shareholder Representative | 8-K | 000-54677 | 2.1 | January 4, 2016 | |
| 2.3 | Amendment No. 1 to the Agreement and Plan of Reorganization, dated as of March 16, 2017, by and among the Company, CANNAVEST Acquisition LLC, and the Starwood Trust, as the Shareholder Representative | 10-Q | 000-54677 | 10.4 | May 9, 2017 | |
| 2.4 | Membership Interest Purchase Agreement, dated December 7, 2023, by and among the Company, Cultured Foods Sp. z.o.o., Brian McWhorter and Barbara McWhorter | 10-K | 000-54677 | 2.4 | March 29, 2024 | |
| 2.5 | Membership Interest Purchase Agreement, dated May 8, 2024, by and among the Company, Elevated Softgels LLC, Clayton J. Montgomery, Chirs Fagan, Andrew Kester and Timothy McGreer | 10-Q | 000-54677 | 2.1 | May 15, 2024 | |
| 2.6 | Stock Purchase Agreement by and among the Company, Extract Labs Inc., Craig Henderson and Higher Love Wellness Company, LLC, dated November 15, 2024 | X | ||||
| 2.7 | Amendment No. 1 to Stock Purchase Agreement | X | ||||
| 3.1 | Certificate of Incorporation of CannaVest Corp., as filed on July 26, 2013. | 10-Q | 000-54677 | 3.1 | August 13, 2013 | |
| 3.2 | Bylaws of CannaVest Corp., dated as of June 26, 2013. | 10-Q | 000-54677 | 3.2 | August 13, 2013 | |
| 3.3 | Certificate of Amendment to Certificate of Incorporation of CannaVest Corp., as filed on January 4, 2016 | 10-K | 000-54677 | 3.3 | April 14, 2016 | |
| 3.4 | Certificate of Incorporation of the Company, as amended. | 10-Q | 000-54677 | 3.4 | May 16, 2016 | |
| 3.5 | Amendment to the Bylaws of the Company, as amended. | 8-K | 000-54677 | 3.1 | March 22, 2017 | |
| 3.6 | Bylaws of the Company, as amended. | 10-Q | 000-54677 | 3.6 | May 9, 2017 | |
| ExhibitNo. · Description of Exhibit · Form · File No. · Exhibit · Filing Date · FiledHerewith | |||||
|---|---|---|---|---|---|
| 3.7 | Amendment to the Bylaws of the Company, as amended. | 8-K | 000-54677 | 3.1 | June 14, 2021 |
| 3.8 | Certificate of Designation of Preference, Rights and Limitations of Convertible Preferred Stock. | 8-K | 000-54677 | 3.1 | April 1, 2022 |
| 3.9 | Certificate of Amendment to Certificate of Incorporation of CV Sciences, Inc., as filed on June 6, 2022 | 10-Q | 000-54677 | 3.9 | August 15, 2022 |
| 4.1 | CannaVest Corp. Specimen Stock Certificate | 8-K | 000-54677 | 4.1 | July 31, 2013 |
| 4.2 | Description of Registrant's Securities. | 10-K | 000-54677 | 4.2 | April 4, 2022 |
| 4.3 | Form of Warrant, dated March 30, 2022 | 8-K | 000-54677 | 4.1 | April 1, 2022 |
| 4.4 | Form of Placement Agent Warrant, dated March 30, 2022 | 8-K | 000-54677 | 4.2 | April 1, 2022 |
| 10.1 † | 2013 Equity Incentive Plan Form of Stock Option Grant Notice and Form of Stock Option Agreement. | S-8 | 333-199173 | 4.2 | October 6, 2014 |
| 10.2 † | Amended and Restated 2013 Equity Incentive Plan, as amended. | 8-K | 000-54677 | 10.1 | June 17, 2019 |
| 10.3 † | Employment Agreement, dated July 6, 2016, by and between the Company and Michael J. Mona, Jr. | 10-Q | 000-54677 | 10.1 | November 1, 2016 |
| 10.4 † | Non-Qualified Stock Option Agreement, by and between the Company and Michael J. Mona, Jr., dated July 6, 2016. | 10-Q | 000-54677 | 10.4 | November 1, 2016 |
| 10.5 † | Amendment to Employment Agreement, dated March 16, 2017, by and between the Company and Michael Mona, Jr. | 10-Q | 000-54677 | 10.5 | May 9, 2017 |
| 10.6 † | Amendment to Employment Agreement, dated March 16, 2017, by and between the Company and Michael Mona III | 10-Q | 000-54677 | 10.6 | May 9, 2017 |
| 10.7 † | Amendment to Stock Option Agreement, dated March 16, 2017, to that certain Non-Qualified Stock Option Agreement, dated July 6, 2016, by and between the Company and Michael Mona, Jr. | 10-Q | 000-54677 | 10.7 | May 9,2017 |
| 10.8 † | Non-Qualified Stock Option Agreement, dated March 15, 2017, by and between the Company and Michael Mona, Jr. | 10-Q | 000-54677 | 10.10 | May 9, 2017 |
| 10.9 † | Employment Agreement, dated June 8, 2018, by and between the Company and Mr. Mona, Jr. | 10-Q | 000-54677 | 10.1 | August 1, 2018 |
| ExhibitNo. | Description of Exhibit | Form | File No. | Exhibit | Filing Date | FiledHerewith |
|---|---|---|---|---|---|---|
| 10.10 † | Restricted Stock Unit Award Agreement, dated June 8, 2018, by and between the Company and Mr. Michael Mona, Jr. | 10-Q | 000-54677 | 10.2 | August 1, 2018 | |
| 10.11 † | Employment Agreement, dated June 23, 2021, by and between the Company and Mr. Joseph Dowling | 8-K | 000-54677 | 10.1 | June 29, 2021 | |
| 10.12 † | Employment Agreement, dated December 17, 2021, by and between the Company and Mr. Joerg Grasser. | 8-K | 000-54677 | 10.1 | December 21, 2021 | |
| 10.14 † | Amendment to amended and restated Equity Incentive Plan, as amended, dated March 30, 2022. | 10-K | 000-54677 | 10.40 | April 4, 2022 | |
| 10.15 † | Amendment No. 1 to Executive Employment Agreement, dated January 5, 2023, by and between the Company and Mr. Joseph Dowling | 10-K | 000-54677 | 10.45 | March 30, 2023 | |
| 10.16 † | Amendment No. 1 to Executive Employment Agreement, dated January 5, 2023, by and between the Company and Mr. Joerg Grasser | 10-K | 000-54577 | 10.46 | March 30, 2023 | |
| 10.17 † | CV Sciences, Inc. 2023 Equity Incentive Plan | 8-K | 000-54577 | 10.1 | June 5, 2023 | |
| 10.18 † | Form of Stock Option Grant Notice and Form of Stock Option Agreement | 10-Q | 000-54577 | 10.4 | August 14, 2023 | |
| 10.19 | Note Purchase Agreement between the Company and Streeterville Capital, LLC dated July 3, 2024 | 8-K | 000-54577 | 10.1 | July 9, 2024 | |
| 10.20 | Secured Promissory Note issued to Streeterville Capital, LLC dated July 3, 2024 | 8-K | 000-54577 | 10.2 | July 9, 2024 | |
| 10.21 | Security Agreement between the Company and Streeterville Capital, LLC dated July 3, 2024 | 8-K | 000-54577 | 10.3 | July 9, 2024 | |
| 10.22 | Securities Purchase Agreement dated February 12, 2025 | 8-K | 000-54577 | 10.1 | February 20, 2025 | |
| 10.23 | Senior Secured Note Due August 12, 2026 | 8-K | 000-54577 | 10.2 | February 20, 2025 | |
| 10.24 | Security Agreement dated February 12, 2025 | 8-K | 000-54577 | 10.3 | February 20, 2025 | |
| 10.25 | Intellectual Property Security Agreement dated February 12, 2025 | 8-K | 000-54577 | 10.4 | February 20, 2025 | |
| 19.1 | Insider Trading Policy | X | ||||
| 21.1 | Subsidiaries | X | ||||
| ExhibitNo. | Description of Exhibit | Form | File No. | Exhibit | Filing Date | FiledHerewith |
| 23.1 | Consent of Haskell & White LLP, Independent Registered Public Accounting Firm. | X | ||||
| 31.1* | Certification of the Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2* | Certification of the Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1* | Certification of the Principal Executive Officer pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2* | Certification of the Principal Financial Officer pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 101 INS* | Inline XBRL Instance Document** | X | ||||
| 101 SCH* | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents** | X | ||||
| 104** | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments) | X | ||||
- Filed herewith.
† Indicates a management contract or compensatory plan or arrangement.
** The XBRL related information in Exhibit 101 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by 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.
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