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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CV Sciences Inc (QB) | USOTC:CVSI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00535 | 13.84% | 0.044 | 0.01 | 1.80 | 0.046 | 0.0373 | 0.0373 | 241,919 | 21:15:35 |
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ý
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended March 31, 2019
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☐
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Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from _________ to ________
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DELAWARE
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80-0944970
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
|
o
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Accelerated filer
|
ý
|
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Non-accelerated filer
|
o
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Smaller reporting company
|
ý
|
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Emerging growth company
|
o
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|
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PAGE
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March 31,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash
|
$
|
13,638
|
|
|
$
|
12,684
|
|
Restricted cash
|
—
|
|
|
251
|
|
||
Accounts receivable, net
|
3,771
|
|
|
3,340
|
|
||
Inventory
|
7,900
|
|
|
7,132
|
|
||
Prepaid expenses and other
|
8,367
|
|
|
2,059
|
|
||
Total current assets
|
33,676
|
|
|
25,466
|
|
||
|
|
|
|
||||
Inventory
|
771
|
|
|
1,418
|
|
||
Property & equipment, net
|
2,730
|
|
|
2,844
|
|
||
Operating lease assets
|
3,997
|
|
|
—
|
|
||
Intangibles, net
|
3,792
|
|
|
3,801
|
|
||
Goodwill
|
2,788
|
|
|
2,788
|
|
||
Other assets
|
637
|
|
|
585
|
|
||
Total assets
|
$
|
48,391
|
|
|
$
|
36,902
|
|
|
|
|
|
||||
Liabilities and stockholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
938
|
|
|
$
|
1,245
|
|
Accrued expenses
|
9,499
|
|
|
2,673
|
|
||
Operating lease liability - current
|
634
|
|
|
—
|
|
||
Notes payable, net
|
273
|
|
|
474
|
|
||
Total current liabilities
|
11,344
|
|
|
4,392
|
|
||
|
|
|
|
||||
Operating lease liability
|
4,668
|
|
|
—
|
|
||
Deferred rent
|
—
|
|
|
1,329
|
|
||
Deferred tax liability
|
1,065
|
|
|
1,065
|
|
||
Other liabilities
|
437
|
|
|
—
|
|
||
Total liabilities
|
17,514
|
|
|
6,786
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 8)
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders' equity
|
|
|
|
||||
Preferred stock, par value $0.0001; 10,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, par value $0.0001; 190,000 shares authorized, 98,479 and 94,940 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
|
10
|
|
|
9
|
|
||
Additional paid-in capital
|
65,278
|
|
|
55,134
|
|
||
Accumulated deficit
|
(34,411
|
)
|
|
(25,027
|
)
|
||
Total stockholders' equity
|
30,877
|
|
|
30,116
|
|
||
|
|
|
|
||||
Total liabilities and stockholders' equity
|
$
|
48,391
|
|
|
$
|
36,902
|
|
|
For the three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Product sales, net
|
$
|
14,911
|
|
|
$
|
8,071
|
|
Cost of goods sold
|
4,352
|
|
2,509
|
||||
Gross Profit
|
10,559
|
|
5,562
|
||||
|
|
|
|
||||
Operating expenses:
|
|
|
|
||||
Research and development
|
1,342
|
|
|
154
|
|
||
Selling, general and administrative
|
18,595
|
|
4,740
|
||||
|
19,937
|
|
4,894
|
||||
|
|
|
|
||||
Operating Income (Loss)
|
(9,378
|
)
|
|
668
|
|||
|
|
|
|
||||
Interest expense
|
6
|
|
49
|
||||
Income (loss) before provision for income taxes
|
(9,384
|
)
|
|
619
|
|||
Provision for income taxes
|
—
|
|
|
—
|
|
||
Net Income (Loss)
|
$
|
(9,384
|
)
|
|
$
|
619
|
|
|
|
|
|
||||
Weighted average common shares outstanding
|
|
|
|
||||
Basic
|
95,168
|
|
|
90,513
|
|
||
Diluted
|
95,168
|
|
|
95,636
|
|
||
Net income (loss) per common share
|
|
|
|
||||
Basic
|
$
|
(0.10
|
)
|
|
$
|
0.01
|
|
Diluted
|
$
|
(0.10
|
)
|
|
$
|
0.01
|
|
|
Common Stock
|
|
Additional
Paid-In
|
|
Accumulated
|
|
|
|||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Total
|
|||||||||
Balance at January 1, 2019
|
94,940
|
|
|
$
|
9
|
|
|
$
|
55,134
|
|
|
$
|
(25,027
|
)
|
|
$
|
30,116
|
|
Issuance of common stock under employee benefit plan
|
3,539
|
|
|
1
|
|
|
196
|
|
|
—
|
|
|
197
|
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,091
|
|
|
—
|
|
|
2,091
|
|
||||
Stock-based compensation associated with employment settlement
|
—
|
|
|
—
|
|
|
7,857
|
|
|
—
|
|
|
7,857
|
|
||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,384
|
)
|
|
(9,384
|
)
|
||||
Balance at March 31, 2019
|
98,479
|
|
|
$
|
10
|
|
|
$
|
65,278
|
|
|
$
|
(34,411
|
)
|
|
$
|
30,877
|
|
|
Common Stock
|
|
Additional
Paid-In
|
|
Accumulated
|
|
|
|||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Total
|
|||||||||
Balance at January 1, 2018
|
90,513
|
|
|
$
|
9
|
|
|
$
|
51,400
|
|
|
$
|
(35,028
|
)
|
|
$
|
16,381
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,036
|
|
|
—
|
|
|
1,036
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
619
|
|
|
619
|
|
||||
Balance at March 31, 2018
|
90,513
|
|
|
$
|
9
|
|
|
$
|
52,436
|
|
|
$
|
(34,409
|
)
|
|
$
|
18,036
|
|
|
For the three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income (loss)
|
$
|
(9,384
|
)
|
|
$
|
619
|
|
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
177
|
|
|
119
|
|
||
Amortization of beneficial conversion feature of convertible debts
|
—
|
|
|
13
|
|
||
Stock-based compensation
|
2,091
|
|
|
1,036
|
|
||
Stock-based compensation associated with employment settlement
|
7,857
|
|
|
—
|
|
||
Bad debt expense
|
25
|
|
|
3
|
|
||
Noncash lease expense
|
124
|
|
|
—
|
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(456
|
)
|
|
235
|
|
||
Inventory
|
(121
|
)
|
|
509
|
|
||
Prepaid expenses and other current assets
|
(551
|
)
|
|
94
|
|
||
Accounts payable and accrued expenses
|
999
|
|
|
(1,062
|
)
|
||
Deferred rent
|
—
|
|
|
88
|
|
||
Net cash provided by operating activities
|
761
|
|
|
1,654
|
|
||
|
|
|
|
||||
INVESTING ACTIVITIES
|
|
|
|
||||
Purchase of equipment
|
(54
|
)
|
|
(138
|
)
|
||
Tenant improvements to leasehold real estate
|
—
|
|
|
(71
|
)
|
||
Net cash flows used in investing activities
|
(54
|
)
|
|
(209
|
)
|
||
|
|
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
||||
Repayment of convertible debt in cash
|
—
|
|
|
(300
|
)
|
||
Repayment of unsecured debt in cash
|
(201
|
)
|
|
(49
|
)
|
||
Proceeds from exercise of stock options
|
197
|
|
|
—
|
|
||
Net cash flows used in financing activities
|
(4
|
)
|
|
(349
|
)
|
||
|
|
|
|
||||
Net increase in cash and restricted cash
|
703
|
|
|
1,096
|
|
||
Cash and restricted cash, beginning of period
|
12,935
|
|
|
2,792
|
|
||
Cash and restricted cash, end of period
|
$
|
13,638
|
|
|
$
|
3,888
|
|
|
|
|
|
||||
Supplemental cash flow disclosures:
|
|
|
|
||||
Interest paid
|
$
|
6
|
|
|
$
|
34
|
|
Taxes paid
|
$
|
4
|
|
|
$
|
—
|
|
1.
|
ORGANIZATION AND BUSINESS
|
2.
|
BALANCE SHEET DETAILS
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Raw materials
|
$
|
3,755
|
|
|
$
|
4,747
|
|
Finished goods
|
4,916
|
|
|
3,803
|
|
||
|
$
|
8,671
|
|
|
$
|
8,550
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Accrued payroll expenses
|
$
|
7,718
|
|
|
$
|
1,222
|
|
Other accrued liabilities
|
1,781
|
|
|
1,451
|
|
||
|
$
|
9,499
|
|
|
$
|
2,673
|
|
3.
|
INTANGIBLE ASSETS, NET
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Useful Life
(Years)
|
||||||
Balance - March 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|||
In-process research and development
|
$
|
3,730
|
|
|
$
|
—
|
|
|
$
|
3,730
|
|
|
—
|
Trade names
|
100
|
|
|
65
|
|
|
35
|
|
|
5
|
|||
Non-compete agreements
|
77
|
|
|
50
|
|
|
27
|
|
|
5
|
|||
|
$
|
3,907
|
|
|
$
|
115
|
|
|
$
|
3,792
|
|
|
|
Balance - December 31, 2018:
|
|
|
|
|
|
|
|
||||||
In-process research and development
|
$
|
3,730
|
|
|
$
|
—
|
|
|
$
|
3,730
|
|
|
—
|
Trade names
|
100
|
|
|
60
|
|
|
40
|
|
|
5
|
|||
Non-compete agreements
|
77
|
|
|
46
|
|
|
31
|
|
|
5
|
|||
|
$
|
3,907
|
|
|
$
|
106
|
|
|
$
|
3,801
|
|
|
|
4.
|
LEASES
|
|
March 31,
2019 |
||
Cash paid for operating lease liabilities (in thousands)
|
$
|
237
|
|
Weighted average remaining lease term (in months)
|
79.87
|
|
|
Weighted average discount rate
|
6.5
|
%
|
Year ending December 31,
|
|
||
2019 (remaining nine months)
|
$
|
713
|
|
2020
|
981
|
|
|
2021
|
928
|
|
|
2022
|
925
|
|
|
2023
|
957
|
|
|
Thereafter
|
2,086
|
|
|
|
6,590
|
|
|
Less imputed interest
|
(1,288
|
)
|
|
Total lease liabilities
|
$
|
5,302
|
|
|
|
||
Current operating lease liabilities
|
$
|
634
|
|
Non-current operating lease liabilities
|
4,668
|
|
|
Total lease liabilities
|
$
|
5,302
|
|
5.
|
NOTES PAYABLE
|
6.
|
STOCK-BASED COMPENSATION
|
|
Number of Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Contract
Term (in years)
|
|
Aggregate Intrinsic Value
|
||||||
Outstanding - December 31, 2018
|
24,775
|
|
|
$
|
0.51
|
|
|
7.5
|
|
|
$
|
94,206
|
|
Granted
|
1,730
|
|
|
4.45
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(589)
|
|
|
0.35
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(86)
|
|
|
0.62
|
|
|
—
|
|
|
—
|
|
||
Expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Outstanding - March 31, 2019
|
25,830
|
|
|
0.77
|
|
|
6.7
|
|
|
132,904
|
|
||
|
|
|
|
|
|
|
|
||||||
Exercisable - March 31, 2019
|
22,071
|
|
|
0.46
|
|
|
6.3
|
|
|
120,525
|
|
||
Vested or expected to vest - March 31, 2019
|
25,830
|
|
|
$
|
0.77
|
|
|
6.7
|
|
|
$
|
132,904
|
|
|
For the three months ended March 31,
|
||
|
2019
|
|
2018
|
Volatility
|
113.9%
|
|
90.5%
|
Risk-Free Interest Rate
|
2.5%
|
|
2.6%
|
Expected Term (in years)
|
5.72
|
|
5.37
|
Dividend Rate
|
—%
|
|
—%
|
Fair Value Per Share on Grant Date
|
$4.03
|
|
$0.30
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
RSU's outstanding - December 31, 2018
|
2,950
|
|
$
|
2.14
|
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(2,950
|
)
|
|
2.14
|
||
Cancellations
|
—
|
|
|
—
|
|
|
RSU's outstanding - March 31, 2019
|
—
|
|
|
$
|
—
|
|
7.
|
NET INCOME (LOSS) PER SHARE
|
|
For the three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
||||
Net income (loss)
|
$
|
(9,384
|
)
|
|
$
|
619
|
|
Denominator for basic and diluted net income (loss) per share:
|
|
|
|
||||
Weighted average common shares outstanding for basic
|
95,168
|
|
90,513
|
||||
Dilutive potential common stock outstanding:
|
|
|
|
||||
Stock options
|
—
|
|
|
707
|
|||
RSU's
|
—
|
|
|
2,000
|
|
||
Performance stock options
|
—
|
|
|
1,014
|
|
||
Warrants
|
—
|
|
|
1,402
|
|||
Weighted average common shares outstanding for diluted
|
95,168
|
|
95,636
|
||||
Basic net income (loss) per share
|
$
|
(0.10
|
)
|
|
$
|
0.01
|
|
Diluted net income (loss) per share
|
$
|
(0.10
|
)
|
|
$
|
0.01
|
|
|
For the three months ended March 31,
|
||||
|
2019
|
|
2018
|
||
Stock options
|
18,580
|
|
|
—
|
|
Performance stock options
|
7,250
|
|
—
|
|
|
Total
|
25,830
|
|
—
|
|
8.
|
COMMITMENTS AND CONTINGENCIES
|
9.
|
SEGMENT INFORMATION
|
|
Consumer Products Segment
|
|
Specialty Pharmaceutical Segment
|
|
Consolidated Totals
|
||||||
Three months ended March 31, 2019:
|
|
|
|
|
|
|
|
|
|||
Product sales, net
|
$
|
14,911
|
|
|
$
|
—
|
|
|
$
|
14,911
|
|
|
|
|
|
|
|
||||||
Gross profit
|
$
|
10,559
|
|
|
$
|
—
|
|
|
$
|
10,559
|
|
Research and development
|
699
|
|
|
643
|
|
|
1,342
|
|
|||
Selling, general and administrative
|
18,585
|
|
|
10
|
|
|
18,595
|
|
|||
Operating loss
|
$
|
(8,725
|
)
|
|
$
|
(653
|
)
|
|
$
|
(9,378
|
)
|
|
|
|
|
|
|
||||||
Three months ended March 31, 2018:
|
|
|
|
|
|
||||||
Product sales, net
|
$
|
8,071
|
|
|
$
|
—
|
|
|
$
|
8,071
|
|
|
|
|
|
|
|
||||||
Gross profit
|
$
|
5,562
|
|
|
$
|
—
|
|
|
$
|
5,562
|
|
Research and development
|
117
|
|
|
37
|
|
|
154
|
|
|||
Selling, general and administrative
|
4,726
|
|
|
14
|
|
|
4,740
|
|
|||
Operating income (loss)
|
$
|
719
|
|
|
$
|
(51
|
)
|
|
$
|
668
|
|
|
|
|
|
|
|
10.
|
INCOME TAXES
|
11.
|
RELATED PARTIES
|
|
Three months ended March 31,
|
|
Change
|
|||||||||||
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
Product sales, net
|
$
|
14,911
|
|
|
$
|
8,071
|
|
|
$
|
6,840
|
|
|
85
|
%
|
Cost of goods sold
|
4,352
|
|
|
2,509
|
|
|
$
|
1,843
|
|
|
73
|
%
|
||
Gross profit
|
$
|
10,559
|
|
|
$
|
5,562
|
|
|
$
|
4,997
|
|
|
90
|
%
|
Gross margin
|
70.8
|
%
|
|
68.9
|
%
|
|
|
|
|
|
Three months ended March 31,
|
|
Change
|
|||||||||||
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
Research and development
|
$
|
1,342
|
|
|
$
|
154
|
|
|
$
|
1,188
|
|
|
771
|
%
|
Percentage of revenue
|
9
|
%
|
|
2
|
%
|
|
|
|
|
|||||
Selling, general and administrative
|
18,595
|
|
|
4,740
|
|
|
$
|
13,855
|
|
|
292
|
%
|
||
Percentage of revenue
|
125
|
%
|
|
59
|
%
|
|
|
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Net income (loss)
|
$
|
(9,384
|
)
|
|
$
|
619
|
|
Depreciation
|
168
|
|
|
110
|
|
||
Amortization
|
9
|
|
|
9
|
|
||
Interest expense
|
6
|
|
|
48
|
|
||
EBITDA
|
(9,201
|
)
|
|
786
|
|
||
Stock-based compensation (1)
|
2,091
|
|
|
1,036
|
|
||
Stock-based compensation associated with employment settlement (2)
|
7,857
|
|
|
—
|
|
||
Payroll expense associated with employment settlement (3)
|
934
|
|
|
—
|
|
||
Adjusted EBITDA
|
$
|
1,681
|
|
|
$
|
1,822
|
|
(1)
|
Represents stock-based compensation expense related to stock options and warrants awarded to employees, consultants and non-executive directors based on the grant date fair value using the Black-Scholes valuation model.
|
(2)
|
Represents stock-based compensation expense related to accelerated vesting of RSU's and the modification of certain stock options associated with the settlement agreement with our former President and Chief Executive Officer.
|
(3)
|
Represents accrued payroll and related benefits associated with the retirement of our former President and Chief Executive Officer.
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Net cash flows provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
761
|
|
|
$
|
1,654
|
|
Investing activities
|
(54
|
)
|
|
(209
|
)
|
||
Financing activities
|
(4
|
)
|
|
(349
|
)
|
||
Net increase in cash and restricted cash
|
703
|
|
|
1,096
|
|
||
Cash and restricted cash, beginning of period
|
12,935
|
|
|
2,792
|
|
||
Cash and restricted cash, end of period
|
$
|
13,638
|
|
|
$
|
3,888
|
|
Exhibit No.
|
|
Description of Exhibit
|
2.1 (1)
|
|
Agreement and Plan of Merger, dated as of July 25, 2013, by and between CannaVEST Corp., a Texas corporation, and CannaVEST Corp., a Delaware corporation.
|
2.1 (2)
|
|
Agreement and Plan of Reorganization by and among CannaVEST Corp., CannaVEST Merger Sub, Inc., CANNAVEST Acquisition LLC, CanX, Inc. and the Starwood Trust, as the Shareholder Representative.
|
3.1 (1)
|
|
Certificate of Incorporation of CannaVEST Corp., as filed on January 26, 2013.
|
3.2 (1)
|
|
Bylaws of CannaVEST Corp., dated as of January 26, 2013.
|
3.3 (3)
|
|
Certificate of Amendment to Certificate of Incorporation of CannaVest Corp., as filed on January 4, 2016.
|
3.4 (4)
|
|
Certificate of Incorporation of the Company, as amended.
|
3.5 (5)
|
|
Amendment to the Bylaws of the Company, as amended.
|
3.6 (6)
|
|
Bylaws of the Company, as amended.
|
4.1 (7)
|
|
CannaVEST Corp. Specimen Stock Certificate
|
10.6
† (8)
|
|
Amended and Restated 2013 Equity Incentive Plan, as amended.
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
101 INS*
|
|
XBRL Instance Document**
|
101 SCH*
|
|
XBRL Schema Document**
|
101 CAL*
|
|
XBRL Calculation Linkbase Document**
|
101 LAB*
|
|
XBRL Labels Linkbase Document**
|
101 PRE*
|
|
XBRL Presentation Linkbase Document**
|
101 DEF*
|
|
XBRL Definition Linkbase Document**
|
(1)
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed on August 13, 2013.
|
(2)
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed on January 4, 2016.
|
(3)
|
Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed on April 14, 2016.
|
(4)
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed on May 16, 2016.
|
(5)
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed on March 22, 2017.
|
(6)
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed on May 9, 2017.
|
(7)
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed on July 31, 2013.
|
(8)
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed on August 9, 2018.
|
|
CV SCIENCES, INC.
(Registrant)
|
|
|
|
|
|
By
|
/s/ Joseph D. Dowling
|
|
|
Joseph D. Dowling
Chief Executive Officer
(Principal Executive Officer)
|
|
|
Dated May 9, 2019
|
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