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): ~~October~~November 713, 2025

CV SCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-54677	80-0944970
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9530 Padgett Street, Suite 107 San Diego, California		92126
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (866) 290-2157

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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))

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

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 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Conditions

OnThe ~~October~~information 6,provided ~~2025,~~below CV Sciences, Inc., a Delaware corporation (the “Company”) entered into a note purchase agreement (“Purchase Agreement”) with an institutional investor (“Investor”), pursuant to which the Company issued and sold to the Investor a secured promissory note in ~~the~~"Item ~~original principal amount of $600,000 (the “Note”). The transaction closed on October~~ 7~~, 2025 (“Closing Date”)~~.01 ~~The~~- ~~Note~~Regulation ~~carries~~FD anDisclosure" ~~original issuance discount~~ of ~~$150,000~~this ~~which~~Current ~~was~~Report ~~deducted~~on ~~from~~Form ~~the~~8-K ~~proceeds~~is ofincorporated ~~the Note received~~ by ~~the~~reference ~~Company.~~into Inthis ~~addition,~~Item the Company paid the Investor $150,000 associated with the modification of the original note purchase agreement (“Original Purchase Agreement”) dated February 12, 2025, as modified on September 12, 20252. ~~As a result, the Company received net proceeds of $300,000 (the “Purchase Price”)~~02. ~~In addition, the Company paid $13,125 to the Investor to cover its legal and other fees.~~

~~The~~Item ~~unpaid amount of the Note, any interest, fees, charges and late fees accrued shall be due and payable on April 6, 2027 (the “Maturity Date”)~~7.01 Regulation ~~The~~FD ~~Company~~Disclosure is required to make monthly repayments to the investor starting on April 6, 2026 of $46,153.85. The Company can pay all or any portion of the outstanding balance earlier than it is due without penalty. In the event the Company repays the Note in full on or before the six month anniversary of the Closing Date, the Company will receive a discount of 8% from the outstanding balance. The Note is secured by all of the Company’s assets and assets of the Company's subsidiaries pursuant to a Security Agreement entered into with the Investor on October 6, 2025 (the “Security Agreement”). In addition, the Company and its subsidiaries entered into an Intellectual Property Security Agreement with the Investor pursuant to which the Company and its subsidiaries granted to the Investor a security interest in the Company's intellectual property. No additional interest will accrue on the Note unless and until an occurrence of an event of default (as discussed below).

~~The~~On ~~Note~~November ~~provides~~13, ~~for~~2025, ~~customary~~CV ~~events~~Sciences, ofInc. ~~default~~ (~~each as defined in~~ the ~~Note, an “Event of Default”~~"Company"), ~~including,~~issued ~~among~~a ~~other~~press ~~things,~~release regarding the ~~nonpayment~~Company’s ~~when~~financial ~~due~~results offor ~~principal,~~its ~~interest,~~quarter ~~fees~~ended orSeptember ~~other amounts~~30, a2025. ~~representation~~A orcopy ~~warranty~~of ~~proving~~that topress ~~have~~release ~~been~~is ~~incorrect~~furnished ~~when~~as ~~made,~~Exhibit ~~failure~~99.1 tohereto ~~perform~~and orincorporated ~~observe~~herein ~~covenants~~by ~~within~~reference. aThe ~~specified~~press ~~cure~~release ~~period,~~includes ~~a cross~~non-~~default~~GAAP tofinancial ~~certain~~measures ~~other~~as ~~indebtedness~~defined ~~and~~in ~~material~~Regulation ~~agreements~~G. ofThe ~~the~~press ~~Company,~~release ~~and~~also ~~the~~includes ~~occurrence of~~ a ~~bankruptcy,~~presentation ~~insolvency~~of orthe ~~similar~~most ~~event~~directly ~~affecting~~comparable ~~the~~financial ~~Company.~~measures ~~Upon~~calculated ~~the~~and ~~occurrence~~presented ofin ~~certain~~accordance ~~significant~~with ~~Events~~accounting ofprinciples ~~Default~~generally asaccepted ~~specified~~ in the ~~Note,~~United ~~the~~States ~~Investor~~(GAAP), ~~may~~information ~~increase~~reconciling the ~~outstanding~~non-GAAP ~~balance~~financial ofmeasures to the ~~Note~~GAAP byfinancial ~~20%,~~measures and ~~upon~~a ~~the~~discussion ~~occurrence~~ of ~~certain~~the ~~Events~~reasons ofwhy ~~Default,~~ the ~~Investor~~Company’s ~~may~~management ~~increase~~believes ~~the~~that ~~outstanding~~presentation ~~balance~~ of the ~~Note~~non-GAAP byfinancial ~~5%.~~measures ~~Upon~~provides ~~the~~useful ~~occurrence~~information ofto aninvestors ~~Event~~regarding ~~of Default,~~ the ~~Investor~~Company’s ~~may~~financial ~~declare~~condition ~~all amounts owed under the Note immediately due~~ and ~~payable.~~results ~~In addition, upon the occurrence~~ of anoperations. ~~Event~~The ofnon-GAAP ~~Default,~~financial ~~interest~~measures ~~shall~~presented ~~begin~~therein ~~accruing~~should onbe ~~the~~considered ~~outstanding~~in ~~balance~~addition ofto, ~~the~~not ~~Note~~as ~~from~~a ~~the~~substitute ~~date~~for, ofor ~~the~~superior ~~Event of Default equal~~ to, ~~the~~financial ~~lesser~~measures ofcalculated ~~18% per annum~~ and ~~the~~presented ~~maximum~~in ~~rate~~accordance ~~allowable~~with ~~under law~~GAAP.

~~The~~Exhibit ~~preceding~~99.1 ~~descriptions~~contains offorward-looking ~~the~~statements. ~~Purchase~~These ~~Agreement,~~forward-looking ~~Note,~~statements ~~Security~~are ~~Agreement,~~not ~~and~~guarantees ~~Intellectual~~of ~~Property~~future ~~Security~~performance ~~Agreement~~and doinvolve ~~not~~risks, ~~purport~~uncertainties toand beassumptions ~~complete~~that ~~and~~ are ~~qualified~~difficult into ~~their~~predict. ~~entirety~~Forward-looking bystatements ~~the~~are ~~full~~based ~~text~~upon ofassumptions ~~the~~as ~~Purchase~~to ~~Agreement,~~future ~~Note,~~events ~~Security~~that ~~Agreement,~~may ~~and~~not ~~Intellectual~~prove ~~Property~~to ~~Security~~be ~~Agreement~~accurate. ofActual ~~which~~outcomes ~~are~~and ~~filed~~results asmay ~~exhibits~~differ tomaterially ~~this~~from ~~report~~what ~~and~~is ~~are~~expressed ~~incorporated~~in bythese ~~reference~~forward-looking ~~herein~~statements.

The information set forth under 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 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

(d) Exhibits

10.1		Securities Purchase Agreement dated October 6, 2025 (confidential portions of the exhibit have been omitted where indicated)
ExhibitNumber		Description
10.2		Senior Secured Note due April 6, 2027 (confidential portions of the exhibit have been omitted where indicated)
99.1		Press Release of CV Sciences, Inc. dated November 13, 2025
10.3		Security Agreement dated October 6, 2025 (confidential portions of the exhibit have been omitted where indicated)
10.4		Intellectual Property Security Agreement dated October 6, 2025 (confidential portions of the exhibit have been omitted where indicated)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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.

	CV SCIENCES, INC.
Date: October 10, 2025	By:	/s/ Joseph Dowling
Date: November 13, 2025	By:	/s/ Joseph Dowling
		Joseph Dowling
		Chief Executive Officer

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