CV Sciences, Inc. 8-K

What Happened
CV Sciences, Inc. filed an 8‑K disclosing amendments and restatements to previously issued secured promissory notes and the issuance of an additional note. The company had original notes of $1.6M and $600K (issued under prior purchase agreements) that were amended on March 4, 2026 to allow conversion into common stock at a fixed $0.06 per share. Because net sale proceeds on conversion could fall short, the agreement provided that if aggregate shortfall exceeded $94,000 the company would issue a new senior secured convertible "Third Note." On April 6, 2026 CV Sciences issued a Third Note for $99,614.04. On April 9, 2026 the parties executed an April Amendment that (a) set a new fixed conversion price of $0.03 per share (and for the Third Note the conversion price was fixed at $0.03 because the prior-day closing price was $0.04), and (b) extended the Third Note’s maturity to July 6, 2027.

Key Details

• Original notes: $1,600,000 (Original Note) and $600,000 (Second Note).
• March 4, 2026 amendment initially fixed conversion price at $0.06 per share.
• Trigger: if net sale proceeds on conversion produce an aggregate shortfall > $94,000, a Third Note equal to the excess shortfall is issued.
• Third Note issued: $99,614.04 on April 6, 2026; April 9, 2026 amendment fixed conversion price at $0.03 and extended maturity to July 6, 2027.

Why It Matters
These amendments and the issuance of the Third Note change how the company’s debt can convert into equity. Lowering the conversion price from $0.06 to $0.03 means noteholders would receive more shares per dollar of debt if they convert, which could increase potential dilution to existing common shareholders. The Third Note is senior secured and now matures July 6, 2027, so investors should watch for any conversions or further amendments that would affect share count or the company’s capital structure.