CV SCIENCES, INC. (OTCMKTS:CVSI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement
The information set forth in Item 5.02 – Departure of Directors
or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
below is incorporated by reference into this Item 1.01.
Item 3.02Unregistered Sales of Equity Securities
On April 7, 2017, the disinterested members of the Board of
Directors (the Board) of CV Sciences, Inc., a Delaware
corporation (the Company), approved certain compensation
arrangements for Joseph Dowling, the Chief Financial Officer of
the Company, and Michael Mona III, the Chief Operating Officer of
the Company. Such compensation arrangements consist of the
issuance of stock options to Messrs. Dowling and Mona III to an
exemption from registration under the Securities Act of 1933, as
amended (the Act), in reliance on exemptions from the
registration requirements of the Act in transactions not involved
in a public offering to Rule 506(b) of Regulation D, as
promulgated by the Securities and Exchange Commission (the SEC)
under the Act.
The information set forth in Item 5.02 below is incorporated by
reference into this Item 3.02.
Item 5.02Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
The Board previously engaged AON Radford, an independent
compensation consultant, to prepare a report regarding the
Companys management compensation arrangements to assess the
compensation arrangements of management. to the AON Radford
Executive Compensation Study delivered to the Board, the
Compensation Committee and the Board approved the arrangements
set forth herein.
Compensatory Arrangements of Certain Officers
Stock Options. The disinterested members of the Board
approved the grant of stock options, in the quantities and upon
the terms set forth below, to Joseph Dowling, the Companys Chief
Financial Officer, and Michael Mona III, the Companys Chief
Operating Officer (together, the Executives). As set forth in
Item 3.02, above, the stock options were granted to an exemption
from registration under the Act, in reliance on exemptions from
the registration requirements of the Act in transactions not
involved in a public offering to Rule 506(b) of Regulation D, as
promulgated by the SEC under the Act.
The disinterested members of the Board granted Mr. Dowling
1,000,000 stock options and Mr. Mona III 1,000,000 stock options.
The stock options (a) are durational based, conditioned upon the
Companys achievement of certain milestones set forth below (the
Milestones), (b) have an exercise price equal to the fair market
value of the Companys common stock at the time of grant, or
$0.365, and (c) have a term of ten (10) years from the date of
grant. The Milestones are as follows:
| (i) |
25% of the stock options will vest when the Company has final meeting minutes from a pre-investigational new drug application (IND) meeting as authorized by the FDA for a drug development program utilizing Cannabidiol (CBD) as the active pharmaceutical ingredient; |
| (ii) |
25% of the stock options will vest when the Company is granted an IND; and |
| (iii) |
50% of the stock options will vest when the Company commences its first human dosing under the IND. |
Vesting of the stock options shall accelerate upon a sale of the
company or change in control, including a Disposition Event as
defined under the Agreement and Plan of Reorganization dated
December 30, 2015, by and among the Company (formerly CannaVest
Corp.), CANNAVEST Merger Sub, Inc., CannaVest Acquisition LLC,
CanX, Inc. and The Starwood Trust (the Purchase Agreement). The
Purchase Agreement is filed as an exhibit to the Companys Current
Report on Form 8-K filed with the SEC on January 4, 2016.
About CV SCIENCES, INC. (OTCMKTS:CVSI)
CV Sciences, Inc. is a life science company. The Company operates in two segments: specialty pharmaceuticals and consumer products. The Company’s specialty pharma business segment is focused on developing and commercializing therapeutics utilizing synthetic Cannabidiol (CBD) across several therapeutic areas. The consumer product business segment is focused on manufacturing, marketing and selling plant-based CBD products to a range of market sectors. CV SCIENCES, INC. (OTCMKTS:CVSI) Recent Trading Information
CV SCIENCES, INC. (OTCMKTS:CVSI) closed its last trading session down -0.002 at 0.363 with shares trading hands.
