CVSI CV Sciences Inc (QB)

Item 4.01          Changes in Registrant’s Certifying Accountant.

On February 23, 2017, PKF, Certified Public Accountants, a professional corporation (“PKF”) resigned as the independent registered public accounting firm of CV Sciences, Inc., a Delaware corporation (the “Company”).

The reports of PKF regarding the Company’s financial statements for fiscal years ended December 31, 2014 and December 31, 2015 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. PKF did not report on the financial statements for the fiscal year ended December 31, 2016. During the fiscal years ended December 31, 2014, December 31, 2015, and December 31, 2016 and during the period from December 31, 2016 through February 23, 2017, the date of resignation, there were no disagreements with PKF on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of PKF would have caused it to make reference to such disagreement in its reports. No reportable events (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K) occurred during the fiscal years ended December 31, 2014, December 31, 2015 and/or December 31, 2016.

The Company provided PKF with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and requested that PKF furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements made by the Company in response to Item 304(a) of Regulation S-K and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated February 24, 2017, is filed as Exhibit 16.1 to this Current Report on Form 8-K and is incorporated by reference herein.

On February 23, 2017, the Company’s Board of Directors approved the engagement of Tanner Co. (“Tanner Co.”), as its independent registered public accounting firm. During the fiscal years ended December 31, 2015 and December 31, 2016 and the subsequent interim period through February 23, 2017, the date of engagement of Tanner Co., the Company did not consult with Tanner Co. regarding either (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).