Current Report Filing (8-k)
April 27 2018 - 2:54PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): April 25, 2018
CV SCIENCES,
INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-54677
(Commission File Number)
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80-0944970
(I.R.S. Employer Identification No.)
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2688 South Rainbow Boulevard, Suite B
Las Vegas, Nevada 89146
(Address
of principal executive offices)
(866) 290-2157
(Registrant’s telephone number, including area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
[_] Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a -12)
[_] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[_] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company [_]
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
Item 5.02 Submission of Matters to a Vote of Security Holders
On April 26, 2018, Dr. Stephen Schmitz
resigned as a member of the Board of Directors (the “Board”) of CV Sciences, Inc. (the “Company”). His
resignation did not result from any disagreement with the Company.
Item 7.01 Regulation
FD Disclosure.
On April 25, 2018, the Company issued a
press release (the “Press Release”) regarding the repayment by the Company of the remaining balance of its convertible
debt under that certain Convertible Promissory Note dated March 1, 2017. A copy of the Press Release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
The information set forth under this Item
7.01 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached hereto, is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 7.01 of this
Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly
set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of
any information in this Current Report that is required to be disclosed solely by Regulation FD.
Item 9.01 Financial
Statements and Exhibits.
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
hereunto duly authorized.
Date: April 27, 2018
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CV SCIENCES, INC.
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By:
/s/ Michael Mona, Jr.
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Michael Mona, Jr.
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President and Chief Executive Officer
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