false0001510964 0001510964 2020-08-06
2020-08-06
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): November 5, 2020
CV SCIENCES,
INC.
(Exact name of
registrant as specified in its charter)
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Delaware
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000-54677
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80-0944970
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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10070 Barnes Canyon
Road
San
Diego,
California
92121
(Address of
principal executive offices)
(866)
290-2157
(Registrant’s
telephone number, including area code)
N/A
(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:
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Title of each
class
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Trading
Symbol(s)
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Name of exchange on which
registered
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N/A
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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 November
5, 2020, CV Sciences, Inc. (the "Company") issued a press release
regarding the Company’s financial results for its fiscal
quarter ended September 30, 2020. 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
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.
Date: November 5,
2020
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CV SCIENCES,
INC.
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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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