CV Sciences (CVSI) revises $1.6M secured note terms, extends to 2027

Rhea-AI Filing Summary

CV Sciences, Inc. entered into an agreement with an institutional investor to amend its existing secured promissory note originally issued for a principal amount of $1,600,000.

The amendment extends the note’s maturity to February 12, 2027, revises the monthly principal redemptions to $106,666.67 for the first three months, then zero principal for six months, followed by $106,666.67 for the next twelve months, in each case plus any accrued but unpaid interest. As part of the revised terms, the company also agreed to pay the investor an additional $150,000 in cash, while all other provisions of the original note and purchase agreement remain in effect.

Insights

Credit and capital structure analyst

CV Sciences pushed out its debt maturity to 2027 in exchange for revised amortization and an extra $150,000 cash payment.

CV Sciences originally issued a secured promissory note with $1,600,000 principal, an original issuance discount of $400,000, and received net proceeds of $1,200,000 after also paying $10,000 of investor legal fees. This structure already embedded a relatively high effective cost of funding.

The new agreement dated September 12, 2025 extends the note’s maturity to February 12, 2027 and back‑loads part of the principal via a schedule of $106,666.67 monthly redemptions for three months, then six months with no principal, then twelve more months at $106,666.67. This provides interim cash flow relief but lengthens the debt overhang.

In return for these changes, the company will pay the investor an additional $150,000 in cash. The net effect is greater flexibility on near‑term principal payments, offset by higher overall cash cost and a longer secured obligation, with overall impact depending on the company’s future cash generation and refinancing options.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 12, 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 1.01 Entry into a Material Definitive Agreement

On February 12, 2025, 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 original principal amount of $1,600,000 (the “Note”). The Note carries an original issuance discount of $400,000 which was deducted from the proceeds of the Note received by the Company which resulted in a purchase price received by the Company of $1,200,000. In addition, the Company paid $10,000 to the Investor to cover its legal fees.

The Company entered into an agreement (“Agreement”) with the Investor on September 12, 2025 (“Effective Date”). The Agreement amended the Note and the Purchase Agreement to, among other things: (a) provide for a new maturity date of February 12, 2027, (b) provide that the monthly redemption amount consists of (i) $106,666.67 of the outstanding principal amount of the Note on each of the first 3 monthly redemption dates, (ii) $0 of the outstanding principal amount of the note on each of the next 6 monthly redemption dates, and (iii) $106,666.67 of the outstanding principal amount of the Note on each of the subsequent 12 monthly redemption dates, in each case plus accrued but unpaid interest, if any, (c) provide to the Investor $150,000 in cash.

Other than as modified above, the terms of the Note and Purchase Agreement remain in full force and effect.

The preceding descriptions of the terms of the Agreement do not purport to be complete and are qualified in their entirety by the full text of the Agreement which is filed as an exhibits to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1		Agreement dated September 12, 2025 (confidential portions of the exhibit have been omitted where indicated)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

		CV SCIENCES, INC.
Date: September 18, 2025		By:	/s/ Joseph Dowling
			Joseph Dowling
			Chief Executive Officer

2

FAQ

What debt agreement did CV Sciences (CVSI) amend in this 8-K?

CV Sciences amended a secured promissory note originally issued under a Note Purchase Agreement with an institutional investor for $1,600,000 principal. The note initially included a $400,000 original issuance discount, resulting in net proceeds of $1,200,000 to the company after issuance-related costs.

How did the new agreement change CV Sciences (CVSI) note maturity?

The agreement extended the secured promissory note’s maturity date to February 12, 2027. This pushes required full repayment further into the future, giving the company more time to manage principal obligations while maintaining the overall indebtedness under the existing secured structure.

What is the revised principal repayment schedule for CVSI’s note?

The amended schedule requires $106,666.67 of principal on each of the first three monthly redemption dates, then $0 principal for the next six monthly redemption dates, followed by $106,666.67 of principal on each of the subsequent twelve monthly redemption dates, plus any accrued but unpaid interest each time.

What additional cash did CV Sciences (CVSI) agree to pay the investor?

Under the new agreement, CV Sciences agreed to pay the institutional investor an additional $150,000 in cash. This payment is in addition to prior costs, including the original $400,000 issuance discount and $10,000 of legal fees previously paid when the note was first issued.

Do the original note and purchase agreement terms for CVSI still apply?

Yes. Aside from the amended items—maturity date, monthly redemption schedule, and the $150,000 cash payment—all other terms of the secured promissory note and the corresponding Note Purchase Agreement remain in full force and effect according to the agreement’s description.

When did CV Sciences (CVSI) and the investor sign the amendment?

CV Sciences and the institutional investor entered into the amendment, referred to as the Agreement, on September 12, 2025. This date is identified as the effective date for the revised maturity, repayment schedule, and additional cash payment obligations described in the disclosure.