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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): June 23,
2021
CV SCIENCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
000-54677 |
80-0944970 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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 |
Trading Symbol(s) |
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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On June 23, 2021, 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 14, 2018, 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 $525,000 (the “Base Salary”), provided that the Company
shall pay Mr. Dowling a reduced salary of $367,500 and accrue as
deferred compensation the difference between the salary actually
paid and the Base Salary.
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. If certain performance goals are met,
Mr. Dowling would be entitled to receive 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 Company’s Board of
Directors (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, and may be eligible to receive incentive stock options
or other stock awards under the Company’s 2013 Amended and Restated
Equity Incentive Plan.
In the event the Agreement is terminated as a result of Mr.
Dowling’s death or following his mental or physical disability, Mr.
Dowling or his estate, as applicable, is entitled to the following
payments and benefits: (i) all salary (and in the case of death,
other compensation) under the Agreement, then due and payable and
all accrued vacation pay and bonuses, if any, in each case payable
or accrued through the date of death or determination of such
disability, and (ii) all salary and accrued benefits that would
have been payable under the Agreement by the Company to Mr. Dowling
during the one-year period immediately following his death or
disability, as applicable.
In the event the Agreement is terminated for cause, the Company
shall pay Mr. Dowling all salary then due and payable through the
date of termination and all unpaid deferred compensation. Mr.
Dowling would not be entitled to any severance compensation or any
accrued vacation pay or bonuses in connection with a termination of
the Agreement for cause.
In the event the Agreement is terminated without cause, or Mr.
Dowling resigns for good reason, the Company shall pay Mr. Dowling
all unpaid deferred compensation and continue to pay Mr. Dowling
all salary, benefits, earned bonuses and other compensation that
would be due under the Agreement through the end of the term of the
Agreement had the Company not terminated Mr. Dowling’s employment,
but in any event not less than one-year after the date of such
termination, with such amounts payable in accordance with the
Company’s standard payroll.
In the event the Agreement is voluntarily terminated by Mr. Dowling
for any reason (without good reason), the Company shall pay Mr.
Dowling all unpaid deferred compensation and all salary then due
and payable through the date of termination. Mr. Dowling would not
be entitled to any severance compensation or any accrued vacation
pay or bonuses in connection with a voluntary termination of the
Agreement by Mr. Dowling.
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 $525,000,
which represents the Base Salary in effect for Mr. Dowling in 2021.
However, Mr. Dowling, would not be entitled to any severance
compensation or any accrued vacation pay or bonuses in connection
with a termination of the Agreement upon consummation of a change
of control.
In addition, notwithstanding anything to the contrary contained in
any agreement with respect thereto, (i) upon termination of Mr.
Dowling’s employment pursuant to termination with cause or
voluntary termination without good reason, all stock options, other
equity options, restricted equity grants and similar rights held by
Mr. Dowling with respect to securities of the Company not then
fully vested, shall immediately terminate and revert to the
Company, and (ii) upon termination of Mr. Dowling’s employment
pursuant to termination without cause or voluntary termination with
good reason, all stock options, other equity options, restricted
equity grants and similar rights held by Mr. Dowling with respect
to securities of the Company shall remain in full force and effect
and shall not be affected by such termination, and shall continue
to vest, and (iii) upon termination of Mr. Dowling’s employment
pursuant to death or mental or physical disability, all stock
options, other equity options, restricted
equity grants and similar rights held by Mr. Dowling with respect
to securities of the Company shall, to the extent not then fully
vested, immediately become fully vested.
The foregoing description of the terms of the Agreement does not
purport to be complete, and is qualified in its entirety by
reference to the full text of the Agreement, a copy of which is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item 9.01 Financial Statements and
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: June 29, 2021
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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 |
CV Sciences (QB) (USOTC:CVSI)
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CV Sciences (QB) (USOTC:CVSI)
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