Wolf-man jack
1 day ago
WQLF SAYS: As the WQLF mentioned in an earlier post that it appears JD is not limited to JUST CBD. The Freudian slip is around the 8:00 minute mark on this interview. The whole interview gives us insight to the Back To The Future Market Plan for CV Sciences YQU Understand. Is MJ market just around the CORNER? Have Mercy Have Faith Have Patience Have International MJ and CBD Partners and M&A’s WEREWQLF of 🍁 YQU NOW Understand YQU Understand Ahooooooo
Planted – Joseph Dowling
Sara sits down with Joseph Dowling, CEO of CV Sciences. [Ep99]
https://radiomisfits.com/psp99/
Wolfman Jack Said; Radio Misfits from FM 99 WNOR Norfolk, Virginia
Tommy and the Bull FM 99
“Tommy and the Bull is a popular morning radio show broadcast on FM99 in Virginia, specifically in Hampton Roads. The show, hosted by Tommy Griffiths and Rick Rumble, began in 1995 and has been the most popular morning radio show in Virginia since then.
Show Format
“The show features comedic banter between Tommy and Rumble, as well as their co-workers, and includes various radio bits, pranks, and interviews. They take calls from listeners, read emails and text messages, and introduce segments such as “Stupid News” (daily at 6:45 AM and 8:45 AM), which features real-life news stories that seem absurd or illogical.
Radio Bits and Characters
Tommy and Rumble have created numerous fictional personalities, often portrayed by the hosts themselves, including:
Alex & Enrique (an eccentric gay couple)
Skip Giblet (a self-help guru and motivational speaker)
Roy Forehead (someone with many issues)
Cliff Andrews (Assistant Public Service Director at FM99)
They also play bits created by other artists and conduct formal interviews with celebrities, politicians, authors, and ordinary citizens involved in news stories. Fake celebrity phone interviews are also a staple of the show.
History
The FM99 morning show originated in the 1980s as “Reeger & the Bull” with Ron Reeger and Henry Del Toro (aka “The Bull”). When Reeger left, Jimmy Ray Dunn took over, and the show became “Jimmy & the Bull” until Dunn’s departure in 1990. From 1990 to 1995, the show was called “Tommy & the Bull” with Tommy Griffiths and Del Toro.
Notable Guests
The show has featured various comedians, including Tommy Davidson, Jim Florentine, Ralphie May, Aries Spears, Harland Williams, John Witherspoon, and J. Medicine Hat (now deceased).
Availability
Tommy and the Bull FM99 airs weekdays from 5:30 AM to 10:00 AM (sometimes starting and ending a few minutes late) on FM99 in Virginia. You can also tune in online or listen to past episodes on-demand.“
Wolf-man jack
1 day ago
WQLF SAYS; The WQLFPACK believes that Craig decided to merge with CV Sciences instead of going Public. He will own at least 10 percent of the CVSI ($1,000,000 in value at $.04/.045/.05 cents per share) stock and will increase it by another amount once Extract meets the maximum of $600,000 in shares Broken up in two tranches in a two year period. $300,000 each year. This acquisition/merger is amazing and WE can’t wait for the next PR Acquisition coming soon WE understand YQU Understand. Have Mercy Have Faith Have Patience Have International Partners and M&A’s WQLF Ahooooooo
Look for Maxim Group to get us the Monies to get us through 2025 before profitability comes to fruition.The loan from last year will be paid off in July 2025 or Sooner with a $70,000 refund.
Extract Labs Hemp Sourcing
“Based on the provided search results, Extract Labs sources its hemp from American-grown hemp, specifically mentioning that they “start by sourcing quality American-grown hemp” and that their hemp products are “made in Boulder, CO” and “shipped worldwide from Lafayette, Colorado USA”. There is no mention of specific farms or suppliers, but it appears that Extract Labs prioritizes domestic hemp sourcing.
Additionally, the company’s commitment to transparency and quality control is emphasized, with claims of “keeping every step of production in-house” and “vertically integrated” operations. This suggests that Extract Labs may have a direct relationship with hemp farmers or processors, allowing for greater control over the quality and origin of their hemp.
It’s worth noting that Extract Labs’ focus on minor cannabinoids, such as CBG, CBT, and CBN, may require sourcing hemp with specific terpene profiles or cannabinoid concentrations. The company’s expertise in extraction and processing may enable them to work with a variety of hemp suppliers to meet their product requirements.
In summary, while the exact hemp suppliers are not disclosed, Extract Labs sources its hemp from American-grown hemp, prioritizing quality and control through its vertically integrated operations.“
https://extractlabshemp.com/
What is HHC and What Does it Do?
https://www.extractlabs.com/press/what-is-hhc-and-what-does-it-do/
Extract Labs
“Owning and operating every aspect of the manufacturing process from plant to product sets us apart from other CBD companies. We’re not only a brand, we’re also a full scale processor of hemp products shipping worldwide from Lafayette Colorado USA.“
https://www.extractlabs.com/tag/hhc/
Where can I find HHC products?
Extract Labs offers two HHC vape products in its lineup. With high-quality, lab-tested ingredients, each vape offers a custom blend of minor cannabinoids that has been optimized for effect of our in-house experts.
🌐
extractlabs.com
extractlabs.com
HHC Explained: Understanding What HHC Is, Benefits, and More
Extract Labs HHC PRODUCTS
https://wholesale.extractlabs.com/store/hhc-products/
HHC (Hexahydrocannabinol): Uses, Side Effects, and More
Medically Reviewed
https://www.webmd.com/mental-health/addiction/what-is-hhc
SHOP BY CANNABINOID
https://www.extractlabs.com/store/cannabinoids/
Wolf-man jack
2 days ago
TOMMY @ Yahoooooo Said:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175424981
WQLF SAYS: Before the Acquisition announcement, the WQLF was hoping there was a way for CV Sciences to get the hades out of WOKE California. It appears that the WQLF’s premonition may come to fruition. The Lease for the San Diego office space will be most likely vacated at the end of May 2025 according to the lease agreement that can be found in the SEC filings on page 12.
https://www.sec.gov/ix?doc=/Archives/edgar/data/1510964/000095017024127040/cvsi-20240930.htm
5. LEASES
In April 2022, the Company entered into a new lease agreement for its main office facility. The lease is for the Company's operations, warehouse, sales, marketing and back office functions. The facility is approximately 6,000 square feet and located in San Diego, California. The lease term is three years with a total lease obligation of approximately $0.4 million. The lease does not include an option to renew. Based on the present value of the lease payments for the remaining lease term, the Company recognized an operating lease asset of $0.3 million and lease liabilities for operating leases of $0.4 million, respectively, on May 1, 2022. As of September 30, 2024, the Company had an operating lease obligation and operating lease asset of $0.1 million related to the facility.
The Company's operating leases are included in "Right of use assets" on the Company's September 30, 2024 Condensed Consolidated Balance Sheet, and represents the Company's right to use the underlying assets for the lease term. The Company's obligation to make lease payments is included in "Operating lease liability - current" and "Operating lease liability" on the Company's September 30, 2024 Condensed Consolidated Balance Sheet. Operating lease expense is recognized on a straight-line basis over the lease term. During the three and nine months ended September 30, 2024, the Company's total lease cost was $29,357 and $86,380, respectively. Total lease costs was mostly comprised of operating lease costs. Short-term lease costs related to short-term operating leases and variable lease costs were $35,657 and $59,429 during the three and nine months ended September 30, 2024.
Because the rate implicit in the leases is not readily determinable, the Company uses the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. Information related to the Company's operating lease assets and related lease liabilities were as follows:
September 30, 2024
Remaining lease term (in months)
8
Discount rate
7.0%
Maturities of lease liabilities as of September 30, 2024 were as follows (in thousands):
Year ending December 31,
2024 (remaining three months)
$35
2025
$.59
Total lease liabilities
$92
Current operating lease liabilities $92
Non-current operating lease liabilities
Total lease liabilities
$92
One of the benefits from the Acquisition and the possibility of moving CV Sciences headquarters to Boulder Colorado is the HIGH TAXES and Ridiculous Regulations in California. Here is the difference of Corporate Taxes between California and Colorado.
Colorado vs California Corporate Tax
Based on the provided information, here’s a summary of the key differences between Colorado’s corporate tax and California’s corporate tax:
Tax Rate:
Colorado: Flat 4.55% assessed on Colorado net income (defined as federal taxable income with modifications)
California: Graduated tax rate, ranging from 8.84% to 13.3% based on net income (as of 2021)
Net Income Definition:
Colorado: Uses federal taxable income with modifications
California: Uses federal taxable income with modifications, but with some additional adjustments (e.g., net operating losses, tax credits)
Carryforward Period:
Colorado: 20-year carryforward period for net operating losses (as of 2021)
California: 3-year carryforward period for net operating losses (as of 2021)
Other Considerations:
Both states have a flat tax rate for corporations, but California’s rate is more complex due to its graduated structure.
Colorado’s 4.55% rate is relatively low compared to other states, while California’s rates vary widely depending on net income.
Colorado has a simpler tax code and fewer tax credits and deductions compared to California.
Rankings:
According to the 2024 State Business Tax Climate Index, Colorado ranks 27th, while California ranks 48th (out of 50 states).
In summary, Colorado’s corporate tax system is characterized by a flat 4.55% rate, a simpler code, and a longer carryforward period for net operating losses. California’s system, on the other hand, has a more complex graduated rate structure, with rates ranging from 8.84% to 13.3%. While both states have their own strengths and weaknesses, Colorado’s tax environment is generally considered more business-friendly and competitive compared to California’s“
It appears that Cv Science’s will be locating our Headquarters to Boulder, Colorado. In the acquisition agreement, the building of Extract Labs Inc. is owned by CEO Craig Henderson’s LLC company. The agreement states that he is to extend the lease for an additional three years. CV Sciences will be extracting at the facilities utilizing their Extraction equipment. We will also be extracting some of our products at Elevated Softgels located in Grand Junction, Colorado located 255 miles from Boulder Colorado. The hemp supplies currently utilized by Extract Labs and CV Sciences is grown in Colorado which in return will produce cost savings to CV Sciences and Extract Labs. With the combination of both concerns, buying in a larger bulk will also produce a higher cost savings. This is how Scalability works.
"We are thrilled that Extract Labs and its employees are joining CV Sciences as another milestone in our transition to a thriving health and wellness company. The acquisition synergies are expected to increase our revenue and customer base, allow us to leverage our key assets, optimize operations and processes, and drive long-term growth and shareholder value. Extract Labs is a stand-alone profitable business and our plan is to increase its existing revenue base and further leverage its existing capacity," said Joseph Dowling, Chief Executive Officer of CV Sciences. "In addition, we are planning to in-source the manufacturing of select +PlusCBD™ branded products providing an opportunity for meaningful cost savings. Extract Labs manufacturing capability will provide us with greater control over our supply chain and accelerate our new product development cycle."
https://www.morningstar.com/news/pr-newswire/20241121ny63880/cv-sciences-inc-enters-into-definitive-agreement-to-acquire-extract-labs
https://elevatedsoftgels.com/
Stores Carrying Extract Labs CBD
“Based on the provided search results, Extract Labs CBD products are available for wholesale and retail purchase through their official website and physical store in Lafayette, Colorado. Additionally, they have a wholesale portal for authorized retailers to purchase their products. Here are some details:
Extract Labs Official Website: Customers can purchase Extract Labs CBD products directly from their website, including their full spectrum CBD oil, CBD creams, gummies, capsules, and more.
Physical Store: Extract Labs has a physical store located in Lafayette, Colorado, where customers can visit and purchase products in person.
Wholesale Portal: Authorized retailers can sign up for the wholesale portal to purchase Extract Labs CBD products at discounted rates for resale in their own stores or online platforms.
Authorized Retailers: Although specific retailers carrying Extract Labs CBD products are not listed, the company mentions that their products are available through various online marketplaces and brick-and-mortar stores. Customers can contact Extract Labs directly to inquire about authorized retailers in their area.
Please note that the search results do not provide an exhaustive list of specific stores that carry Extract Labs CBD products. It’s recommended to visit the Extract Labs website or contact their customer service to find authorized retailers or to inquire about purchasing products directly from the company.”
Wolf-man jack
2 days ago
WQLF SAYS:
Trump Appoints Dr. Janette Nesheiwat, Former COVID Vaccine Advocate Turned Critic, as Surgeon General
By Jim H?ft Nov. 23, 2024 9:15 am
https://www.thegatewaypundit.com/2024/11/trump-appoints-dr-janette-nesheiwat-former-covid-vaccine/
Dr. Janette Nesheiwat Profile
“Dr. Janette Nesheiwat, a renowned physician and Fox News medical contributor, has ventured into the world of CBD products. She is the creator of BC Boost, a line of CBD supplements that aim to boost immunity and overall well-being.
Background
https://bcboost.com/
As a board-certified medical doctor, Dr. Nesheiwat has a strong foundation in family and emergency medicine. Her experience as a medical news correspondent and TV host has given her a platform to share her expertise with a wide audience. Her passion for preventive medicine and public health led her to develop BC Boost, a natural supplement line that combines CBD with other wholesome ingredients.
BC Boost
According to Dr. Nesheiwat, BC Boost was inspired by her repeated advice to patients to take vitamin B12 and C to boost their immune systems. She found herself sharing this regimen with patients over and over, and thus, BC Boost was born. The supplement line is designed to provide a natural boost to the immune system, with a focus on using only the highest-quality ingredients.
Key Takeaways
Dr. Janette Nesheiwat is the creator of BC Boost, a CBD supplement line aimed at boosting immunity and overall well-being.
BC Boost combines CBD with other natural ingredients, such as vitamins B12 and C.
Dr. Nesheiwat’s experience as a medical news correspondent and TV host has given her a platform to share her expertise and promote her supplement line.
As a physician, Dr. Nesheiwat emphasizes the importance of using only natural, wholesome ingredients in her supplement line, reserving prescription medication for only when necessary.“
Wolf-man jack
3 days ago
🇦🇺 WQLF SAYS- Extract Labs 🇦🇺
4 Best CBD Oils in Australia
Best Formulas: Extract Labs CBD Tincture | full review
https://cbdthinker.com/best-cbd-oil-australia/
https://www.extractlabs.com/press/australian-cannabis/
Based on the provided search results, here’s what I found about Extract Labs Australia:
Location: Extract Labs is a Boulder, Colorado-based company, but they ship to Australia. They have a postal address in Lafayette, Colorado (1399 Horizon Ave, 80026).
Contact: You can reach out to them through their email (support[[ @harjee).
Price Range: Their products fall under the $$$ category, indicating a mid-range to premium pricing.
Distance: The distance from Lafayette, CO to Australia is approximately 1555.93 miles (2,497.93 km).
Verified Discounts: Extract Labs offers verified promo codes and coupons for discounts on their products. These codes are available for a limited time and can be used for sitewide, specific products, or categories.
Supercritical CO2 Extraction Equipment: Extract Labs provides on-site workforce training and manufacturing line commissioning services for their supercritical CO2 extraction equipment. They also offer custom-engineered extraction labs for hemp manufacturing, suitable for small producers to large-scale operations.
CBD Products: Extract Labs offers full-spectrum CBD oils, CBD gummies, and other products. They use local, organic hemp and provide third-party testing reports for their products.
Australian Market: Extract Labs has been featured in an article about the Australian cannabis market, highlighting their commitment to perfection and transparency. They have a Batch Database where customers can input batch numbers to access lab reports for their products.
Overall, Extract Labs is a reputable company that offers high-quality CBD products and extraction equipment, with a focus on transparency and customer satisfaction. They ship to Australia and provide verified discounts and third-party testing reports.“
Wolf-man jack
3 days ago
🇵🇱 WQLF SAYS: Extract Labs Acquisition 🇵🇱
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175423014
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175423093
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175423371
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175424530
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175424571
Delta 8 Legality in Poland
“Based on the provided search results, here is a summary of the legal status of Delta 8 in Poland:
According to the Regulation of the Minister of Health of 17 August 2018 on the list of psychotropic substances, narcotic drugs and new psychoactive substances, hemp herb other than fibre, containing more than 0.20% of the sum of delta-9-Tetrahydrocannabinol (THC) and Tetrahydrocannabinoleic acid (delta-9-THC-carboxylic acid) is not authorised in Poland.
Delta 8 THC (tetrahydrocannabinol) is a cannabinoid derived from the hemp plant, and its legal status in Poland is unclear.
Some online sources claim that Delta 8 products, including edibles, are available for purchase in Poland legally, citing the 2018 American Farm Bill as the basis for their legality. However, this claim is not supported by official Polish government sources or regulations.
There is no explicit mention of Delta 8 THC in the Act of 29 July 2005 on Counteracting Drug Addiction or the Regulation of the Minister of Health of 17 August 2018, which govern psychotropic substances in Poland.
In summary, based on the available information, it appears that Delta 8 THC is not explicitly legal or illegal in Poland. Its legal status is uncertain and may depend on the specific product and circumstances.
Recommendation: Due to the unclear legal status of Delta 8 THC in Poland, it is recommended to exercise caution and avoid purchasing or consuming Delta 8 products in Poland until further clarification or regulation is provided by the Polish government.“
https://www.hempiregardens.com/blogs/hempire-gardens-blog/delta-8-buy-delta-8-edibles-in-poland
https://www.hempiregardens.com/blogs/hempire-gardens-blog/delta-8-where-can-i-buy-delta-8-hash-in-poland
https://hemptoday.net/political-will-led-to-new-hemp-rules-that-will-help-polish-producers/
CVSI 007
Patentability
“It is generally possible to patent a cannabis-based product in Poland. The legislation concerning industrial property does not contain any specific restrictions in this respect. However, patents are generally not granted for inventions the exploitation of which would be contrary to public order or decency. Having said that, the exploitation of an invention is not regarded as contrary to public order only because it is prohibited by law.”
https://cms.law/en/int/expert-guides/cms-expert-guide-to-a-legal-roadmap-to-cannabis/poland
https://www.missionc.com/blogs/news/what-is-delta-8-thc
Wolf-man jack
3 days ago
WQLF SAYS ; ™️ ®️
Extract Labs Inc.
https://tsdr.uspto.gov/#caseNumber=97767163&caseSearchType=US_APPLICATION&caseType=DEFAULT&searchType=statusSearch
https://tsdr.uspto.gov/#caseNumber=97773227&caseSearchType=US_APPLICATION&caseType=DEFAULT&searchType=statusSearch
https://www.fox32chicago.com/video/1027126
https://www.extractlabs.com/cbd-industry/california-thc-ban-in-hemp/
https://www.healthline.com/health/extract-labs-review
https://www.extractlabs.com/
Extract Labs UK
Extract Labs UK Information
Based on the search results, Extract Labs is a US-based CBD company founded by combat veteran Craig Henderson, aiming to help fellow veterans suffering from PTSD and injuries. Although headquartered in the US, they have a presence in the UK and supply high-quality CBD products to the British market.
Key Features
Full-spectrum CBD products: Extract Labs offers full-spectrum CBD products, which include a small but legal amount of THC, allowing customers to benefit from the “entourage effect.”
High-quality products: Their products are made in-house in the US and have lab results available, ensuring transparency and quality.
Customer service: Customers praise the company’s responsive customer service, with some reviews mentioning personalized responses from team members.
UK-based distribution: Extract Labs has a UK-based distribution network, ensuring fast and reliable shipping to customers in the region.
Unbeatable prices and quality: According to their website, they offer unbeatable prices and quality, making them a competitive option in the UK CBD market.
Product Range
Extract Labs offers a variety of CBD products, including:
Oils
Creams
Concentrates
Edibles
Terpenes
Reviews and Ratings
Based on reviews from customers in the UK, Extract Labs has a strong reputation for quality products and excellent customer service. Some reviewers have mentioned the company’s commitment to transparency, with lab results available for all products.
Conclusion
Extract Labs is a reputable CBD company with a strong presence in the UK market. Their focus on quality, transparency, and customer service sets them apart from competitors. If you’re looking for high-quality full-spectrum CBD products in the UK, Extract Labs is definitely worth considering.“
HEMPELF. COM
“Our goal is to deliver happiness with excellent service and quality CBD products. But don’t take our word for it, see what over 4,400 satisfied customers have to say about UK’s number one CBD supplier. Read some HempElf reviews yourself if you don't take our word for it!”
https://hempelf.com/collections/extract-labs
Wolfman Jack Said: You are Bloody Well Right You Understand. Have Mercy Ahooooooo
Wolf-man jack
3 days ago
CRAIG SAYS; Ahoooooooooo
https://www.sec.gov/ix?doc=/Archives/edgar/data/1510964/000095017024129750/cvsi-20241115.htm
Item 1.01 Entry into a Material Definitive Agreement
On November 15, 2024, CV Sciences, Inc. (the “Company”) entered into a definitive Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company, Extract Labs, Inc., a Colorado corporation (“Extract Labs”), Craig Henderson (“Henderson”), and Higher Love Wellness Company, LLC (“HLWC” and together with Henderson, the “Sellers”), pursuant to which the Company will purchase all of the outstanding shares of Extract Labs from the Sellers (the “Acquisition”). Extract Labs is a leading manufacturer and distributor of premium cannabinoid products including gummies, topicals, and tinctures. The Acquisition is anticipated to close during the first quarter of 2025. Closing of the transaction is subject to customary conditions.
In consideration for the Acquisition, at closing, the Company (i) will make a cash payment of $400,000 to the Sellers, less a $20,000 holdback (the “Holdback Amount”), less certain assumed indebtedness and less certain transaction expenses, subject to certain other adjustments provided for in the Purchase Agreement (the “Closing Payment”), and (ii) will issue to the Sellers a number of shares of the Company's common stock with an aggregate value equal to $1,000,000 less certain assumed indebtedness, based on the trailing 60 day volume weighted average price (“VWAP”) of such common stock as of the trading day prior to the closing date (the “Closing Shares”) . The Closing Payment will be subject to adjustment, upward or downward, to the extent Extract Labs’ net working capital as of the closing is greater than or less than $880,000. Additionally, the Company shall be entitled to recover from the Sellers an amount equal to the unpaid balance of all accounts receivable that were included in the Extract Labs final working capital statement, to the extent they remain uncollected 90 days after the determination of the final working capital statement.
In addition to the consideration payable at closing, and as further consideration for the Acquisition, the Sellers shall be entitled to receive up to two additional earnout payments payable in shares of restricted common stock of the Company (the “Earnout Amount”). The Earnout Amounts shall be based on Extract Labs’ Net Revenue (as defined in the Purchase Agreement) generated during the 12-month period following the closing date (for the first calculation period) or 24-month period following the closing date (for the second calculation period) and will be calculated as follows:
•
If Extract Labs’ Net Revenue is at least $4,600,000 in the relevant calculation period, then the Earnout Amount for such period will be $300,000.
•
If Extract Labs’ Net Revenue is at least $4,300,000 but less than $4,600,000 in the relevant calculation period, then the Earnout Amount for such period will be $200,000.
•
If Extract Labs’ Net Revenue is at least $4,000,000 but less than $4,300,000 in the relevant calculation period, then the Earnout Amount for such period will be $100,000.
•
If Extract Labs’ Net Revenue is at least $3,500,000 but less than $4,000,000 in the relevant calculation period, then the Earnout Amount for such period will be $50,000.
•
If Extract Labs’ Net Revenue is less than $3,500,000 in the relevant calculation period, then the Earnout Amount for such period will be $0.
The shares issuable for each earnout payment, if any, shall be issued within 10 business days after the final determination of Extract Labs’ Net Revenue for each 12-month period following the closing date, as determined in accordance with the Purchase Agreement. The number of restricted shares of common stock of the Company issuable for each earnout payment, shall be determined based upon the thirty-day VWAP of the Company's common stock as of the 12-month anniversary of the closing date (for the first calculation period) or 24-month anniversary of the closing date (for the second calculation period).
The Sellers agreed that they will not, on any single trading day sell, transfer or otherwise dispose of any shares of Company common stock, including the shares issuable at closing, in an aggregate amount exceeding the greater of (i) 15% of the of the Company’s common stock sold in the aggregate based on the greater of the current or proceeding trading day, and (ii) $3,000 in gross value.
Subject to certain limitations, the Sellers and the Company have agreed to indemnify each other for losses arising from certain breaches of the Purchase Agreement and certain other liabilities.
The Purchase Agreement contains customary termination rights for each of Extract Labs and the Company, including the right to terminate if the transactions contemplated by the Purchase Agreement have not been completed by January
1
15, 2025. In the Purchase Agreement, Extract Labs and the Company have made customary representations and warranties and have agreed to customary covenants relating to the Acquisition. From the date of the Purchase Agreement until the closing, Extract Labs is required to conduct its business in the ordinary course of business consistent with past practices and to comply with certain covenants regarding the operation of its business.
Additionally, for a period of up to three years following the closing date, Henderson shall be prohibited from engaging in certain competitive and/or solicitation activities within the United States, as more particularly set forth in the Purchase Agreement.
Extract Labs leases an approximately 28,450 square foot building (the “Building”) from 1399 Horizon LLC (“Horizon”), which is wholly-owned by Henderson. Extract Labs is the guarantor of approximately $4 million of indebtedness of Horizon that is secured by a deed of trust on the Building (the “Loan”). At the closing of the Acquisition, Extract Labs will enter into a new 3-year lease (with the option to extend for up to three years) with Horizon. Following the closing of the Acquisition, Henderson and Horizon will jointly and severally indemnify Extract Labs against liability under its guarantee of the Loan, and Henderson will pledge his membership interest in Horizon to Extract Labs as security for such indemnification obligations and Extract Labs’ guarantee of the Loan.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete, and is qualified in its entirety by reference to the complete text of such Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s next periodic report.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K (this “Current Report”) regarding the issuance of the Closing Shares and the Earnout Amount is incorporated by reference into this Item 3.02.
The issuance of the shares of the Company’s common stock in connection with the Acquisition is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions from the registration requirements of the Securities Act in transactions not involved in a public offering pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act.
Item 7.01 Regulation FD Disclosure
On November 21, 2024, the Company issued a press release announcing the Acquisition. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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.
Wolfman Jack Said;
Wolf-man jack
3 days ago
WQLF SAYS: Extract Labs AcQuisition
https://www.extractlabs.com/
CV SCIENCES, INC. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE EXTRACT LABS
SAN DIEGO, Nov. 21, 2024 /PRNewswire/ -- 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 that it has entered into a definitive agreement (the "Purchase Agreement") to acquire Extract Labs, Inc. ("Extract Labs"), a leading manufacturer and distributor of premium cannabinoid products including gummies, topicals and tinctures. Extract Labs branded products are sold through a range of sales channels from B2B to B2C. Extract Labs has operational flexibility allowing low to large minimum order quantity ("MOQ") production runs, allowing for efficient use of capital and the ability to increase speed to market for new product development. Extract Labs is GMP-certified and FDA-registered. The acquisition is expected to create the opportunity to increase our sales to current and new clients. In addition, we intend to in-source production of certain of our key products.
CV Sciences (PRNewsfoto/CV Sciences, Inc.)
"We are thrilled that Extract Labs and its employees are joining CV Sciences as another milestone in our transition to a thriving health and wellness company. The acquisition synergies are expected to increase our revenue and customer base, allow us to leverage our key assets, optimize operations and processes, and drive long-term growth and shareholder value. Extract Labs is a stand-alone profitable business and our plan is to increase its existing revenue base and further leverage its existing capacity," said Joseph Dowling, Chief Executive Officer of CV Sciences. "In addition, we are planning to in-source the manufacturing of select +PlusCBD™ branded products providing an opportunity for meaningful cost savings. Extract Labs manufacturing capability will provide us with greater control over our supply chain and accelerate our new product development cycle."
The total consideration for the acquisition of Extract Labs payable at closing, consists of (i) a cash payment of $400,000 (the "Closing Payment"), less the amount of certain holdbacks and adjustments, and (ii) the issuance of shares of CV Sciences' common stock valued at $1,000,000 based on the sixty day volume weighted average price ("VWAP") of CV Sciences' common stock.
In addition to the consideration payable at closing, and as further consideration for the acquisition, the Extract Labs sellers will be eligible to receive up to $600,000 of additional shares of CV Sciences' common stock if Extract Labs satisfies certain revenue targets during the two 12-month periods following the closing date. Such shares will be issued based on the thirty day VWAP of CV Sciences' common stock as of the end of each such 12-month period and will be calculated as follows:
If Extract Labs' Net Revenue is at least $4,600,000 in the relevant calculation period, then the Extract Labs Earnout Amount for such period will be $300,000. If Extract Labs' Net Revenue is at least $4,300,000 but less than $4,600,000 in the relevant calculation period, then the Extract Labs Earnout Amount for such period will be $200,000. If Extract Labs' Net Revenue is at least $4,000,000 but less than $4,300,000 in the relevant calculation period, then the Extract Labs Earnout Amount for such period will be $100,000. If Extract Labs' Net Revenue is at least $3,500,000 but less than $4,000,000 in the relevant calculation period, then the Extract Labs Earnout Amount for such period will be $50,000. If Extract Labs' Net Revenue is less than $3,500,000 in the relevant calculation period, then the Extract Labs Earnout Amount for such period will be $0.
The acquisition is expected to close during the first quarter of 2025. Closing of the transaction is subject to customary conditions precedent. On November 21, 2024, CV Sciences, Inc. filed a Current Report on Form 8-K which includes a description of the material terms of the transaction. Investors are encouraged to read such filing in its entirety.
https://ir.cvsciences.com/press-releases/detail/231/cv-sciences-inc-enters-into-definitive-agreement-to
One Man's Vision
From the battlefields of Iraq to the forefront of hemp innovation, Craig Henderson’s journey is nothing short of extraordinary. After witnessing the therapeutic benefits of hemp among his fellow veterans, Craig was inspired to make a difference. With just basic equipment and a big dream, he began extracting hemp in his garage—planting the seeds of what would become Extract Labs. His passion for quality and helping others has turned a humble garage project into an industry leader.
Wolf-man jack
1 week ago
WQLF SAYS;
Companies Merging with CBD
“Based on the provided search results, here are some types of companies that can merge with CBD companies:
Conglomerate companies: Companies from unrelated industries can merge with CBD companies, creating a new entity with diverse product offerings. For example, a company in the athletic wear industry merging with a CBD company to create a line of CBD-infused athletic products.
Health and wellness companies: Companies specializing in health supplements, nutrition, or wellness products can merge with CBD companies to expand their product portfolios and tap into the growing CBD market.
Pharmaceutical companies: Pharmaceutical companies with experience in developing and marketing natural health products can merge with CBD companies to leverage their expertise and research capabilities.
Food and beverage companies: Companies in the food and beverage industry, such as those producing natural and organic products, can merge with CBD companies to create CBD-infused food and drink products.
Retailers: Retailers with a strong presence in the health and wellness space, such as natural food stores or specialty retailers, can merge with CBD companies to expand their product offerings and create a one-stop-shop for customers.
Technology and e-commerce companies: Companies with expertise in e-commerce and technology can merge with CBD companies to enhance their online presence, streamline operations, and improve customer engagement.
Manufacturing companies: Companies with experience in manufacturing and production can merge with CBD companies to improve scalability, efficiency, and quality control.
Research and development companies: Companies specializing in R&D, particularly in the fields of natural health and wellness, can merge with CBD companies to accelerate product development and innovation.
Some specific examples of mergers and acquisitions mentioned in the search results include:
Canopy Growth Corporation (Martha Stewart CBD, whisl, Quatreau) acquiring a CBD company
The Valens Company (Green Roads) acquiring a CBD company
Village Farms (Balanced Health Botanicals) acquiring a CBD company
Cronos Group (Happy Dance, Lord Jones) acquiring a CBD company
Pharmaceutical companies like GW Pharmaceuticals (acquired by Jazz Pharmaceuticals) bringing CBD products to market
Keep in mind that these examples are based on publicly available information and may not reflect the current market landscape or future merger and acquisition activities.“
Top 5 CBD Companies (Updated 2022)
Connor Skelly
Written by Connor Skelly
“ Though the US CBD market has made significant progress since the Farm Bill passed, growth continues to be hindered by the lack of federal guidance regulating CBD as a dietary supplement and food additive. Even in the face of a challenging, competitive environment, the industry continues to expand with strong consumer spending and increasing retail distribution. The top 20 companies continue to have a large market share, though consolidation has slowed in 2022 with increasing economic concerns and continued brand launches. As of quarter 1 of 2022, the top 20 CBD companies make up over 18.4% of the total US CBD market.
Types of Top CBD Companies
The industry is now being strongly influenced by the following primary groups of competitors:
CBD-branded product companies that have been able to develop awareness and establish brand loyalty, especially by refining and improving their marketing strategies. Examples include Charlotte’s Web, Medterra, and CV Sciences.
Vertically integrated CBD companies that manufacture, brand, and sell their own CBD products through proprietary retail outlets and franchises uniquely dedicated to their own portfolios. These companies have built-in, dedicated sales representatives and advantages when it comes to marketing and messaging due to owning brick-and-mortar locations. Examples include Your CBD Store (SunMed) and CBD American Shaman.
Canadian Licensed Producers (LPs)with sizable cannabis infrastructure, connections, legitimacy, and investor dollars attained via public exchanges in Canada have entered the US market via acquisitions and line extensions. Examples include Canopy Growth Corporation (Martha Stewart CBD, whisl, Quatreau), The Valens Company (Green Roads), Village Farms (Balanced Health Botanicals), and Cronos Group (Happy Dance, Lord Jones).
Supplement brands with natural food store and mass retail chain connections, nutraceutical marketing experience, capital to invest, and established customer bases that are particularly prone to purchasing CBD-infused wellness products. Examples include Garden of Life and Irwin Naturals.
https://irwinnaturals.com/collections/cbd
https://www.gardenoflife.com/
Disruptors that are more recent entrants to the CBD market but have been making headway in gaining market share through either optimized digital marketing and e-commerce or by focusing on growing retail distribution with innovative products. Examples include Sky Wellness, Try The CBD, and Panacea Life Sciences.
Pharmaceutical companies: GW Pharmaceuticals (acquired by Jazz Pharmaceuticals in 2021) brought Epidiolex into the US market at the end of 2018. Its revenues have grown dramatically since that time. Epidiolex is expected to continue seeing sizable growth and additional pharmaceutical companies are expected to start entering the space in the long term.
Consumer packaged goods (CPG) behemoths such as Molson Coors and Unilever have been circling the industry since prior to the legalization of industrial hemp cultivation and have made limited forays into the market prior to an official regulatory framework.”
https://blog.brightfieldgroup.com/top-5-cbd-companies
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