Current Report Filing (8-k)
November 15 2021 - 08:09AM
Edgar (US Regulatory)
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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): November 15,
2021
CV SCIENCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
000-54677 |
80-0944970 |
(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 |
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 15, 2021, CV Sciences, Inc. (the "Company") issued
a press release regarding the Company’s financial results for
its fiscal quarter ended September 30, 2021. 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 15, 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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