CV Sciences, Inc. Announces Amendment to Senior Secured Convertible Note and New Conversion Terms

CV Sciences, Inc. (OTCQB: CVSI), a leading company in the CBD and plant-based product sector, has filed a Form 8-K report detailing significant amendments to its senior secured convertible note agreements. These changes, agreed upon with its investor, may have important implications for shareholders and could impact the company’s share price.

Key Points from the SEC Filing

• April 2026 Amendment: On April 9, 2026, CV Sciences and its investor entered into an agreement (the “April Amendment”) affecting its outstanding senior secured convertible notes. The Amendment sets a new fixed conversion price for the notes at \$0.03 per share, down from the previous \$0.06 per share. This lower conversion price could increase dilution for existing shareholders if conversion occurs.
• Extension of Maturity Date: The maturity date for the third note was extended to July 6, 2027, giving CV Sciences additional time to manage its obligations and potentially improve its liquidity position.
• Conversion Price Clarification: The conversion price of the third note is set as the lesser of \$0.03 per share or the closing price of CV Sciences’ common stock on the day prior to the original issuance (which was \$0.04). As a result, the conversion price is fixed at \$0.03, which is below the previous market price.
• Potential for Additional Convertible Note: If the investor receives net proceeds from sales of conversion shares that are less than 100% of the principal amount and the aggregate shortfall exceeds \$94,000, CV Sciences will issue a new senior secured convertible note with similar terms.
• Amended and Restated Notes: CV Sciences and the investor had previously agreed, as of March 4, 2026, to amend and restate the notes, allowing conversion into common stock at the fixed price. The outstanding balance of the notes may be converted at any time, subject to certain limitations.
• Exhibits Filed: The company filed the full text of the April Amendment and the new Senior Secured Convertible Note as exhibits, and these documents are incorporated by reference in the filing.

Potential Price Sensitive Information for Shareholders

• Significant Dilution Risk: The reduction in the conversion price to \$0.03 per share is a material change. Should the investor convert all or part of the notes at this price, CV Sciences will issue a substantial number of new shares, diluting current shareholders’ stakes. This is a key price-sensitive event.
• Liquidity and Funding: The extension of the maturity date gives CV Sciences more time to manage its obligations, which could be viewed positively if the company needs additional flexibility. However, the ongoing risk of dilution remains.
• Trigger for Further Convertible Notes: The mechanism for issuing an additional convertible note if the investor’s net proceeds fall short of the principal adds uncertainty, and could further increase dilution if triggered.
• No Listing on Major Exchanges: According to the filing, CV Sciences’ stock is not listed on a major exchange but trades on OTC Markets, which may affect liquidity and price discovery.
• No Emerging Growth Company Status: CV Sciences is not classified as an “emerging growth company,” so it is subject to full SEC reporting requirements.

Other Important Terms from the Note

• Anti-dilution Protections: The note includes provisions for adjustments to the conversion price in the event of certain corporate actions, such as splits, mergers, or sales of assets.
• Negative Covenants: The company is restricted from amending its charter or bylaws in ways that adversely affect note holders, repaying or repurchasing indebtedness (other than the note), paying cash dividends, or entering certain affiliate transactions without majority approval.
• Events of Default: Defaults trigger acceleration of obligations. The note enumerates several default events, including failure to deliver shares upon conversion, non-compliance with SEC requirements, and material adverse changes.

Summary for Investors

The April Amendment to CV Sciences’ convertible notes is highly material. By lowering the conversion price to \$0.03 per share and extending the maturity date, the company has increased the risk and potential for significant dilution to current shareholders. As conversion occurs, the influx of new shares could pressure the share price, especially given the company’s OTC listing and recent trading prices. Investors should closely monitor future conversions, potential issuance of new notes, and any further amendments or financing activities.

Disclaimer

This article is for informational purposes only and does not constitute financial advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with professional advisors before making any investment decisions. The information is based on CV Sciences, Inc.’s SEC filings and may be subject to change or further clarification.

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