Initial Statement of Trust Indenture (305b2)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) [x]

WILMINGTON SAVINGS FUND SOCIETY, FSB

(Exact name of Trustee as specified in its charter)

N/A			51-0054940
(Jurisdiction of incorporation of organization if not a U.S. national bank)			(I.R.S. Employer Identification No.)

500 Delaware Avenue, 11th Floor

Wilmington, DE 19801

[phone]

(Address of principal executive offices, including zip code)

WILMINGTON SAVINGS FUND SOCIETY, FSB

CONTROLLER’S OFFICE

500 Delaware Avenue

Wilmington, DE 19801

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent of service)

CV SCIENCES, INC.
(Exact name of obligor as specified in its charter)
Delaware			80-0944970
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

10070 Barnes Canyon Road

San Diego, CA 92121

(Address of principal executive offices, including zip code)

______________________

Senior Convertible Notes due 2022

(Title of the indenture securities)

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ITEM 1.     GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a)        Name and address of each examining or supervising authority to which it is subject.

Securities and Exchange Commission

Washington, DC 20549

Federal Reserve

District 3

Philadelphia, PA

FDIC

Washington, DC 20549

Office of the Comptroller of the Currency

New York, NY 10173

(b)        Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2.     AFFILIATIONS WITH THE OBLIGORS.

If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee.

ITEM 16.    LIST OF EXHIBITS.

Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

Exhibit 1.			A copy of the articles of association of the trustee as now in effect.
Exhibit 2.			Not applicable.
Exhibit 3.			Not applicable.
Exhibit 4.			A copy of the existing bylaws of the trustee, or instruments corresponding thereto.
Exhibit 5.			Not applicable.
Exhibit 6.			The consents of United States institutional trustees required by Section 321(b) of the Act.
Exhibit 7.			A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.			Not applicable.
Exhibit 9.			Not applicable.

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Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Savings Fund Society, FSB, a federal savings bank organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th day of November, 2021.

			WILMINGTON SAVINGS FUND SOCIETY, FSB
			By:			/s/ Patrick J. Healy
						Name: Patrick J. Healy
						Title: Senior Vice President

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Exhibit 1

Charter of Wilmington Savings Fund Society, FSB

(see attached)

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Exhibit 4

Bylaws of Wilmington Savings Fund Society, FSB

(see attached)

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Exhibit 6

Consent of Wilmington Savings Fund Society, FSB

(see attached)

November 15, 2021

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

Very truly yours,

WILMINGTON SAVINGS FUND SOCIETY, FSB

/s/ Patrick J. Healy

Patrick J. Healy

Senior Vice President

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Exhibit 7

Current Report of Wilmington Savings Fund Society, FSB

(see attached)

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