CV Sciences, Inc. 8-K

What Happened

• CV Sciences, Inc. (CVSI) filed an 8-K on March 10, 2026 disclosing that on March 4, 2026 it amended and restated two secured promissory notes (originally issued in 2025) to add a stock conversion feature and make other material changes. The combined outstanding principal of the amended notes is $2,256,000 after a 20% increase. The amendments remove the company’s prior obligation to redeem portions of the notes monthly.

Key Details

• Conversion feature: Investor may convert outstanding principal into CVSI common stock at a fixed price of $0.06 per share — initially convertible into 37,600,000 shares (subject to true-up increases).
• Beneficial ownership cap: Conversions are limited so the investor cannot own more than 4.99% of outstanding shares (investor may increase the cap to 9.99% with at least 61 days’ notice).
• True‑up and potential new note: If net proceeds from selling conversion shares are less than the principal converted and the aggregate shortfall exceeds $94,000, CVSI must issue a new senior secured convertible note (the “Third Note”) for the shortfall amount; the Third Note, if issued, is due April 6, 2027 and has no stated maximum share issuance.
• Fees and prior history: The company paid $15,000 to the investor for documentation fees. The amended notes relate to an Original Note ($1.6M) and a Second Note ($600k) issued in 2025.

Why It Matters

• For investors, these amendments convert debt risk into potential equity dilution: the investor can convert up to millions of shares at $0.06, which could increase the company’s share count and affect existing shareholders’ ownership percentages. The removal of monthly redemptions improves near-term cash flow obligations for CVSI but increases conversion-related dilution risk. The true‑up and potential Third Note mean additional secured debt or further conversions could occur if conversion sales generate insufficient proceeds.
• The securities were issued in reliance on exemptions from registration (unregistered sales), as disclosed in the filing.

(See CVSI’s 8‑K for full agreement and note text; exhibits and a press release were filed with the report.)