DarthYoda
4 days ago
Looks like the $900k net from the note is just to cover the annual salaries and bonuses of Dowling and Grasser...Also worth noting is that if there is a change of control, Dowling would get $600k and Grasser would get $470k...
On June 20, 2024, CV Sciences, Inc., a Delaware corporation (the “Company”), entered into a new Executive Employment Agreement (the “Agreement”) with Joseph Dowling, the Company’s current Chief Executive Officer. This Agreement supersedes and replaces the existing Executive Employment Agreement, dated June 23, 2021, as modified per that certain Amendment No. 1 to the Executive Employment Agreement dated January 5, 2023, by and between the Company and Mr. Dowling.
Mr. Dowling will continue to serve as the Company’s Chief Executive Officer pursuant to the terms and conditions of the Agreement. The Agreement has a three-year term and provides for an annual base salary of $300,000 (the “Base Salary”), which amount shall be subject to annual adjustment as approved by the Company's Board of Directors ("Board").
Under the terms of the Agreement, Mr. Dowling is also entitled to receive annual bonuses based on the Company’s performance and/or Mr. Dowling’s performance, subject to approval by the Board. If certain performance goals are met, Mr. Dowling would be entitled to receive a performance bonus, with a target amount of 50% of his then effective Base Salary; provided, however, that the payment and amount of such bonus shall be in the sole discretion of the Board. The Company may also propose new performance goals for purposes of determining additional annual bonuses payable to Mr. Dowling. Mr. Dowling shall also be eligible to participate in the Company’s equity, compensation, and incentive plans as are generally made available to the Company’s management executives; may be eligible to receive incentive stock options or other stock awards under the Company’s 2023 Equity Incentive Plan, as determined by the Board; shall be entitled to a minimum of twenty days of annual paid vacation time exclusive of holidays; and shall be entitled to receive certain other perquisites, as set forth in the Agreement.
In the event the Agreement is terminated upon consummation of a change of control, the Company shall pay Mr. Dowling all salary then due and payable through the date of termination and all unpaid deferred compensation. In addition, the Company shall pay Mr. Dowling a lump sum cash payment equal to two (2) times the Base Salary.
Mr. Grasser will continue to serve as the Company’s Chief Financial Officer pursuant to the terms and conditions of the CFO Agreement. The CFO Agreement has a three-year term and provides for an annual base salary of $235,000 (the “CFO Base Salary”), which amount shall be subject to annual adjustment as approved by the Board.
Under the terms of the Agreement, Mr. Grasser is also entitled to receive annual bonuses based on the Company’s performance and/or Mr. Grasser's performance, subject to approval by the Board. If certain performance goals are met, Mr. Grasser would be entitled to receive a performance bonus, with a target amount of 20% of his then effective CFO Base Salary; provided, however, that the payment and amount of such bonus shall be in the sole discretion of the Company’s Board. The Company may also propose new performance goals for purposes of determining additional annual bonuses payable to Mr. Grasser. Mr. Grasser shall also be eligible to participate in the Company’s equity, compensation, and incentive plans as are generally made available to the Company’s management executives; may be eligible to receive incentive stock options or other stock awards under the Company’s 2023 Equity Incentive Plan, as determined by the Board; shall be entitled to a minimum of twenty days of annual paid vacation time exclusive of holidays; and shall be entitled to receive other perquisites, as set forth in the CFO Agreement.
In the event the CFO Agreement is terminated upon consummation of a change of control, the Company shall pay Mr. Grasser all salary then due and payable through the date of termination and all unpaid deferred compensation. In addition, the Company shall pay Mr. Grasser a lump sum cash payment equal to two (2) times the CFO Base Salary.
https://ir.cvsciences.com/sec-filings-email/content/0000950170-24-076955/cvsi-20240620.htm
DarthYoda
4 days ago
Based on the recent 8-k, the current market cap is about 8 times higher than management's own valuation of the company.
Current market cap is $9.5mil, but management put up ALL assets and then some as collateral for a $1,188,500 loan...
"1.5.Security Agreement. The Note shall be secured by the collateral set forth in that certain Security Agreement attached hereto as Exhibit B listing all of Company’s assets as security for Company’s obligations under the Transaction Documents (the “Security Agreement”)."
SCHEDULE A
TO SECURITY AGREEMENT
All right, title, interest, claims and demands of Debtor in and to all of Debtor’s assets owned as of the date hereof and/or acquired by Debtor at any time while the Obligations are still outstanding, including without limitation, the following property:
1.All equity interests in all wholly- or partially-owned subsidiaries of Debtor;
2.All customer accounts, insurance contracts, and clients underlying such insurance contracts;
3.All goods and equipment now owned or hereafter acquired, including, without limitation, all laboratory equipment, computer equipment, office equipment, machinery, fixtures, vehicles, and any interest in any of the foregoing, and all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing, wherever located;
4.All inventory now owned or hereafter acquired, including, without limitation, all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products including such inventory as is temporarily out of Debtor’s custody or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above, and Debtor’s books relating to any of the foregoing;
5.All accounts receivable, contract rights, general intangibles, healthcare insurance receivables, payment intangibles and commercial tort claims, now owned or hereafter acquired, including, without limitation, all patents, patent rights and patent applications (including without limitation, the inventions and improvements described and claimed therein, and (a) all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (b) all income, royalties, damages, proceeds and payments now and hereafter due or payable under or with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (c) the right to sue for past, present and future infringements thereof, and (d) all rights corresponding thereto throughout the world), trademarks and service marks (and applications and registrations therefor), inventions, discoveries, copyrights and mask works (and applications and registrations therefor), trade names, trade styles, software and computer programs including source code, trade secrets, methods, published and unpublished works of authorship, processes, know how, drawings, specifications, descriptions, and all memoranda, notes, and records with respect to any research and development, goodwill, license agreements, information, any and all other proprietary rights, franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer disks, computer tapes, literature, reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment of any kind and whether in tangible or intangible form or contained on magnetic media readable by machine together with all such magnetic media, and all rights corresponding to all of the foregoing throughout the world, now owned and existing or hereafter arising, created or acquired;
6.All now existing and hereafter arising accounts, contract rights, royalties, license rights and all other forms of obligations owing to Debtor arising out of the sale or lease of goods, the licensing of technology or the rendering of services by Debtor (subject, in each case, to the contractual rights of third parties to require funds received by Debtor to be expended in a particular manner), whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by Debtor and Debtor’s books relating to any of the foregoing;
7.All documents, cash, deposit accounts, letters of credit, letter of credit rights, supporting obligations, certificates of deposit, instruments, chattel paper, electronic chattel paper, tangible chattel paper and investment property, including, without limitation, all securities, whether certificated or uncertificated, security entitlements, securities accounts, commodity contracts and commodity accounts, and all financial assets held in any securities account or otherwise, wherever located, now owned or hereafter acquired and Debtor’s books relating to the foregoing;
8.All other assets, goods and personal property of Debtor, wherever located, whether tangible or intangible, and whether now owned or hereafter acquired; and
9.Any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds and products thereof, including, without limitation, insurance, condemnation, requisition or similar payments and the proceeds thereof.
https://www.otcmarkets.com/filing/html?id=17671753&guid=3QO-kHt-e8ECJth
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