CVSI 8-K
CV Sciences, Inc. (CVSI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13
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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:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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 2.02 Results of Operations and Financial Conditions
The information provided below in "Item 7.01 - Regulation FD Disclosure" of this Current Report on Form 8-K is incorporated by reference into this Item 2.02.
Item 7.01 Regulation FD Disclosure
On August 13, 2026, CV Sciences, Inc. (the "Company") issued a press release regarding the Company’s financial results for its quarter ended June 30, 2026. A copy of that press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The press release includes non-GAAP financial measures as defined in Regulation G. The press release also includes a presentation of the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States (GAAP), information reconciling the non-GAAP financial measures to the GAAP financial measures and a discussion of the reasons why the Company’s management believes that presentation of the non-GAAP financial measures provides useful information to investors regarding the Company’s financial condition and results of operations. The non-GAAP financial measures presented therein should be considered in addition to, not as a substitute for, or superior to, financial measures calculated and presented in accordance with GAAP.
Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking 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
Exhibit Number |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
1
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.
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CV SCIENCES, INC. |
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Date: August 13, 2026 |
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By: |
/s/ Joseph Dowling |
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Joseph Dowling |
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Chief Executive Officer |
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Exhibit 99.1
CV Sciences, Inc. Reports Second Quarter-End 2026 Financial Results
San Diego, CA - August 13, 2026 (ACCESS Newswire) - CV Sciences, Inc. (OTCQB:CVSI) (the “Company”, “CV Sciences”, “our”, “us” or “we”), a preeminent consumer wellness company specializing in hemp extracts and other proven science-backed, natural ingredients and products, today announced its financial results for the quarter ended June 30, 2026.
Second Quarter 2026 and Recent Financial, Operating and Regulatory Highlights
"Our second quarter results reflect continued disciplined execution despite a challenging regulatory and consumer environment. While revenue remained under pressure, we maintained healthy gross margins, further reduced operating expenses, and continued to strengthen the financial foundation of the business. We believe these actions position us to improve profitability and generate positive cash flow as market conditions normalize," stated Joseph Dowling, Chief Executive Officer of CV Sciences. "During the quarter, we also expanded our +PlusHLTH™ portfolio with personalized wellness solutions designed to support healthy aging, further advancing our strategy to diversify beyond cannabinoids into broader science-based wellness categories. Looking ahead, we remain focused on disciplined capital allocation, operational excellence, and selectively pursuing strategic opportunities that strengthen our brands and create long-term shareholder value."
Operating Results - Second Quarter 2026 Compared to Second Quarter 2025
Sales for the second quarter 2026 were $3.0 million, a decrease of 17.5% from $3.6 million in the second quarter 2025. The decline is driven by lower sales volume due to restrictive regulations at the federal level and in certain states. The total number of units sold during the second quarter 2026 decreased by 14.9% compared to the second quarter of 2025. We also realized some minor decreases in average sales prices. In addition, 44% of our net revenue for the second quarter 2026 was from new products launched since January 1, 2023. During this time period, we launched 52 new products.
We generated an operating loss of $0.3 million in the second quarter 2026, compared to an operating loss of f $0.1 million in the second quarter 2025. The change is mostly due to lower sales and associated gross profit, partially offset by reduced operating expenses. We had negative adjusted EBITDA of $0.1 million for the second quarter 2026 compared to positive adjusted EBITDA of $0.1 million in the second quarter 2025.
Conference Call and Webcast
The Company will host a conference call and webcast to discuss these results today at 4:30 pm EDT/1:30 pm PDT. The webcast of the conference call will be available on the Investor Relations section of the Company's website at https://ir.cvsciences.com/news-events or directly at https://viavid.webcasts.com/starthere.jsp?ei=1769578&tp_key=ae0ce79bc9. Investors interested in participating in the live call can also dial (877) 407-0784 from the U.S. or international callers can dial (201) 689-8560. A telephone replay will be available approximately three hours after the call concludes, and will be available through Thursday, August 20, 2026, by dialing (844) 512-2921 from the U.S. or (412) 317-6671 from international locations, and entering confirmation code 13761707.
About CV Sciences, Inc.
CV Sciences, Inc. (OTCQB:CVSI) is a consumer wellness company specializing in nutraceuticals and plant-based foods. The Company's hemp extracts and other proven, science-backed, natural ingredients and products are sold through a range of sales channels from B2B to B2C. The Company's +PlusCBD™ branded products are sold at select retail locations throughout the U.S. and are the top-selling hemp-extract brand in the natural products market, according to SPINS, the leading provider of syndicated data and insights for the natural, organic and specialty products industry. With a commitment to science, +PlusCBD™ product benefits in healthy people are supported by human clinical research data, in addition to three published clinical case studies available on PubMed.gov. +PlusCBD™ was the first hemp extract supplement brand to invest in the scientific evidence necessary to receive self-affirmed Generally Recognized as Safe (GRAS) status. The Company also produces non-cannabinoid supplements under its +PlusHLTH™ brand, with targeted formulations to optimize health, improve performance, and increase vitality. Our Cultured Foods™ brand provides a variety of 100% plant-based food products that are distributed primarily in the EU and other select markets. Cultured Foods™ caters to individuals seeking vegan, gluten-free, or flexitarian options for a wholesome and satisfying culinary experience. In addition, the Company owns Elevated Softgels, a leading manufacturer of encapsulated softgels and tinctures for the supplement and nutrition industry. CV Sciences, Inc. has primary offices and facilities in San Diego, California, Grand Junction, Colorado, and Warsaw, Poland. Additional information is available from OTCMarkets.com or by visiting www.cvsciences.com.
Forward Looking Statements
This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-looking statements by definition involve risk and uncertainties. CV Sciences does not undertake any obligation to publicly update any forward-looking statements, except as required by applicable law. As a result, investors should not place undue reliance on such forward-looking statements.
Contact Information
CV SCIENCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
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Three Months Ended |
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Six Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Product sales, net |
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$ |
2,985 |
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$ |
3,620 |
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$ |
6,180 |
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$ |
7,226 |
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Cost of goods sold |
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1,535 |
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1,776 |
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3,168 |
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3,724 |
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Gross profit |
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1,450 |
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1,844 |
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3,012 |
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3,502 |
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Operating expenses: |
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Research and development |
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18 |
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50 |
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36 |
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80 |
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Selling, general and administrative |
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1,733 |
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1,925 |
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3,595 |
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4,064 |
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Benefit from reversal of accrued payroll taxes |
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— |
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— |
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— |
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(522 |
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Total operating expenses |
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1,751 |
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1,975 |
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3,631 |
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3,622 |
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Operating loss |
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(301 |
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(131 |
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(619 |
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(120 |
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Other expense (income): |
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Gain on extinguishment of debt |
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— |
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— |
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(20 |
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(38 |
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Loss on debt conversion |
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104 |
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— |
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249 |
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— |
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Change in fair value of convertible notes |
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364 |
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— |
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471 |
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— |
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Interest expense, net |
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1 |
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130 |
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94 |
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281 |
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Total other expense |
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469 |
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130 |
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794 |
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243 |
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Loss before income taxes |
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(770 |
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(261 |
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(1,413 |
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(363 |
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Income tax expense |
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5 |
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— |
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5 |
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7 |
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Net loss |
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$ |
(775 |
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$ |
(261 |
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$ |
(1,418 |
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$ |
(370 |
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Weighted average common shares outstanding, basic and diluted |
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205,086 |
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184,264 |
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198,943 |
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184,264 |
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Net loss per common share, basic and diluted |
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$ |
(0.00 |
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$ |
(0.00 |
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$ |
(0.01 |
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$ |
(0.00 |
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CV SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except per share data)
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June 30, |
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December 31, 2025 |
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Assets |
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Current assets: |
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Cash |
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$ |
266 |
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$ |
278 |
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Accounts receivable, net |
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348 |
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402 |
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Inventory |
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3,965 |
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4,087 |
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Prepaid expenses and other |
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300 |
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366 |
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Total current assets |
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4,879 |
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5,133 |
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Property and equipment, net |
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319 |
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344 |
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Right of use assets |
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215 |
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347 |
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Intangibles, net |
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62 |
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76 |
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Goodwill |
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999 |
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1,015 |
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Other assets |
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47 |
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47 |
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Total assets |
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$ |
6,521 |
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$ |
6,962 |
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Liabilities and stockholders' equity |
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Current liabilities: |
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Accounts payable |
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$ |
1,059 |
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$ |
1,044 |
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Accrued expenses |
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2,631 |
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2,447 |
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Current portion of operating lease liability |
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218 |
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247 |
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Convertible notes, at fair value |
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1,017 |
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— |
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Current portion of long-term debt, net |
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18 |
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1,262 |
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Total current liabilities |
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4,943 |
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5,000 |
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Operating lease liability |
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— |
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100 |
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Debt, net |
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— |
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387 |
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Deferred tax liability |
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7 |
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7 |
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Total liabilities |
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4,950 |
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5,494 |
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Commitments and contingencies |
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Stockholders' equity |
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Preferred stock, par value $0.0001; 10,000 shares authorized; 1 share issued as of June 30, 2026 and December 31, 2025; and no shares outstanding as of June 30, 2026 and December 31, 2025 |
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— |
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— |
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Common stock, par value $0.0001; 790,000 shares authorized as of June 30, 2026 and December 31, 2025; 213,122 and 184,264 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively |
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21 |
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18 |
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Additional paid-in capital |
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90,881 |
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89,330 |
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Accumulated deficit |
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(89,357 |
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(87,939 |
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Accumulated other comprehensive income |
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26 |
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59 |
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Total stockholders' equity |
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1,571 |
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1,468 |
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Total liabilities and stockholders' equity |
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$ |
6,521 |
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$ |
6,962 |
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CV SCIENCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
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Six Months Ended |
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2026 |
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2025 |
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OPERATING ACTIVITIES |
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Net loss |
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$ |
(1,418 |
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$ |
(370 |
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Adjustments to reconcile net loss to net cash flows provided by operating activities: |
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Depreciation and amortization |
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45 |
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140 |
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Stock-based compensation |
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296 |
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250 |
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Amortization of debt discount |
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91 |
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279 |
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Loss on debt conversion |
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26 |
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— |
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Initial fair value of true-up convertible notes issued |
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223 |
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— |
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Change in fair value of convertible notes |
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471 |
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— |
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Amortization of right of use assets |
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131 |
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112 |
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Gain on debt extinguishment |
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(20 |
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(38 |
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Benefit from reversal of accrued payroll tax |
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— |
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(522 |
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Other |
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(12 |
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105 |
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Change in operating assets and liabilities: |
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Accounts receivable, net |
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66 |
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(12 |
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Inventory |
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110 |
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698 |
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Prepaid expenses and other |
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64 |
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77 |
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Accounts payable and accrued expenses |
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177 |
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(390 |
) |
Operating lease liabilities |
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(129 |
) |
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(123 |
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Net cash flows provided by operating activities |
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121 |
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206 |
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INVESTING ACTIVITIES |
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Purchases of property and equipment |
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(10 |
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(89 |
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Net cash flows used in investing activities |
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(10 |
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(89 |
) |
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FINANCING ACTIVITIES |
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Proceeds from note payable |
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— |
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1,200 |
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Debt issuance costs related to note payable |
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(15 |
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(82 |
) |
Repayment of note payable |
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— |
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(686 |
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Repayment of unsecured debt |
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(107 |
) |
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(119 |
) |
Net cash flows provided by (used in) financing activities |
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(122 |
) |
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313 |
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Effect of exchange rate changes on cash |
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(1 |
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2 |
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Net increase (decrease) in cash |
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(12 |
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432 |
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Cash, beginning of period |
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278 |
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|
454 |
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Cash, end of period |
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$ |
266 |
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$ |
886 |
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Supplemental cash flow disclosures: |
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Interest paid |
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$ |
3 |
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$ |
4 |
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Income tax paid |
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$ |
6 |
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$ |
7 |
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Supplemental disclosure of non-cash transactions: |
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Conversion of convertible notes |
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$ |
(1,257 |
) |
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$ |
— |
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Issuance of convertible notes |
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$ |
1,805 |
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$ |
— |
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Services paid with common stock |
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$ |
— |
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$ |
60 |
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Right of use asset financed by lease liabilities |
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$ |
— |
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$ |
486 |
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Original issuance discount for note payable |
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$ |
— |
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$ |
(400 |
) |
CV SCIENCES, INC.
NON-GAAP FINANCIAL MEASURES (UNAUDITED)
We prepare our consolidated financial statements in accordance with generally accepted accounting principles for the United States (GAAP). The non-GAAP financial measures, such as net loss per share and Adjusted EBITDA included in this press release are different from those otherwise presented under GAAP. We use non-GAAP measures internally to evaluate our performance and make financial and operational decisions that are presented in a manner that adjusts from their equivalent GAAP measures or that supplement the information provided by our GAAP measures. The non-GAAP financial measures exclude non-cash compensation expense for stock options. When evaluating the performance of our business and developing short and long-term plans, we do not consider share-based compensation charges. Although share-based compensation is necessary to attract and retain quality employees, our consideration of share-based compensation places its primary emphasis on overall shareholder dilution rather than the accounting charges associated with such grants. Because of the varying availability of valuation methodologies and subjective assumptions, we believe that the exclusion of share-based compensation allows for more accurate comparison of our financial results to previous periods. In addition, we believe it useful to investors to understand the specific impact of the application of the fair value method of accounting for share-based compensation on our operating results.
Adjusted EBITDA is defined by us as EBITDA (net loss plus depreciation, amortization, interest, and income tax expense, further adjusted to exclude certain non-cash expenses and other adjustments as set forth below. We use Adjusted EBITDA because we believe it more clearly highlights trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures, since Adjusted EBITDA eliminates from our results specific financial items that have less bearing on our core operating performance.
We use Adjusted EBITDA in communicating certain aspects of our results and performance, including in this press release, and believe that Adjusted EBITDA, when viewed in conjunction with our GAAP results and the accompanying reconciliation, can provide investors with greater transparency and a greater understanding of factors affecting our financial condition and results of operations than GAAP measures alone. In addition, we believe the presentation of Adjusted EBITDA is useful to investors in making period-to-period comparison of results because the adjustments to GAAP are not reflective of our core business performance.
A reconciliation from our GAAP net loss to non-GAAP net loss for the three and six months ended June 30, 2026 and 2025 is detailed below (in thousands, except per share data):
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Three Months Ended |
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Six Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Net loss - GAAP |
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$ |
(775 |
) |
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$ |
(261 |
) |
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$ |
(1,418 |
) |
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$ |
(370 |
) |
Stock-based compensation (1) |
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|
148 |
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|
132 |
|
|
|
296 |
|
|
|
250 |
|
Loss on debt conversions (2) |
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104 |
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|
|
— |
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|
249 |
|
|
|
— |
|
Change in fair value of convertible notes (3) |
|
|
364 |
|
|
|
— |
|
|
|
471 |
|
|
|
— |
|
Gain on debt extinguishment (4) |
|
|
— |
|
|
|
— |
|
|
|
(20 |
) |
|
|
(38 |
) |
Note discount (5) |
|
|
— |
|
|
|
130 |
|
|
|
91 |
|
|
|
279 |
|
Benefit from reversal of accrued payroll tax (6) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(522 |
) |
Net income (loss) - non-GAAP |
|
$ |
(159 |
) |
|
$ |
1 |
|
|
$ |
(331 |
) |
|
$ |
(401 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted EPS - GAAP |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.00 |
) |
Stock-based compensation (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Loss on debt conversions (2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Change in fair value of convertible notes (3) |
|
|
— |
|
|
|
— |
|
|
|
0.01 |
|
|
|
— |
|
Gain on debt extinguishment (4) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Note discount (5) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Benefit from reversal of accrued payroll tax (6) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Diluted EPS - non-GAAP |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares used to calculate diluted EPS - GAAP and non-GAAP |
|
|
205,086 |
|
|
|
184,264 |
|
|
|
198,943 |
|
|
|
184,264 |
|
A reconciliation from our net loss to Adjusted EBITDA, a non-GAAP measure, for the three and six months ended June 30, 2026 and 2025 is detailed below (in thousands):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net loss |
|
$ |
(775 |
) |
|
$ |
(261 |
) |
|
$ |
(1,418 |
) |
|
$ |
(370 |
) |
Depreciation expense |
|
|
16 |
|
|
|
52 |
|
|
|
32 |
|
|
|
128 |
|
Amortization expense |
|
|
5 |
|
|
|
6 |
|
|
|
12 |
|
|
|
12 |
|
Interest expense, net |
|
|
1 |
|
|
|
130 |
|
|
|
94 |
|
|
|
281 |
|
Income tax expense |
|
|
5 |
|
|
|
— |
|
|
|
5 |
|
|
|
7 |
|
EBITDA |
|
|
(748 |
) |
|
|
(73 |
) |
|
|
(1,275 |
) |
|
|
58 |
|
Stock-based compensation (1) |
|
|
148 |
|
|
|
132 |
|
|
|
296 |
|
|
|
250 |
|
Loss on debt conversions (2) |
|
|
104 |
|
|
|
— |
|
|
|
249 |
|
|
|
— |
|
Change in fair value of convertible notes (3) |
|
|
364 |
|
|
|
— |
|
|
|
471 |
|
|
|
— |
|
Gain on debt extinguishment (4) |
|
|
— |
|
|
|
— |
|
|
|
(20 |
) |
|
|
(38 |
) |
Benefit from reversal of accrued payroll tax (5) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(522 |
) |
Adjusted EBITDA |
|
$ |
(132 |
) |
|
$ |
59 |
|
|
$ |
(279 |
) |
|
$ |
(252 |
) |