$CANV Form 8-K

Item 1.01 Entry into a Material Definitive AgreementThe information provided below in “Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant” and “Item 3.02 – Unregistered Sales of Equity Securities” of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of RegistrantOn January 29, 2016, CV Sciences, Inc. (the “Company”) issued a Promissory Note (the “Note”) to Wiltshire, LLC (the “Lender”) in the principal amount of Eight Hundred Fifty Thousand Dollars ($850,000) in consideration of a loan provided to the Company by the Lender. Under the terms of the Note, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K, the Lender delivered to the Company Five Hundred Thousand Dollars ($500,000) on January 29, 2016, and shall deliver the sum of Three Hundred Five Thousand Dollars ($305,000) no later than February 2, 2015, for an aggregate amount of Eight Hundred Five Thousand Dollars ($805,000) (the “Purchase Price”). The principal amount of the Note reflects the Purchase Price, plus $15,000 in legal fees paid to the Lender, plus an “Original Issue Discount” of $30,000.

The Note bears interest at twelve percent (12%) per annum, calculated and payable monthly, not in advance. The Company is obligated to make monthly interest-only payments in the amount of Eight Thousand Five Hundred Dollars ($8,500), due on the first (1st) day of each month commencing March 1, 2016. All principal and accrued and unpaid interest is due under the Note on February 1, 2018. The Company has the right to prepay the Note without penalty or premium, provided that if a prepayment of principal is made before July 1, 2016, the Lender is entitled to a prepayment interest guarantee equal to six (6) months’ interest payments on the Note. If the Company does not pay the full amount of each monthly payment within thirty (30) days of the date it is due, the Company would be in default under the Note and, at such time, the Lender may in its discretion accelerate the Note and demand repayment of all principal and interest outstanding.

Item 3.02 Unregistered Sales of Equity SecuritiesThe information provided above in “Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant” of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Pursuant to the terms of the Note, and in consideration for the loan evidenced by the Note, the Company on January 29, 2016 issued to the Lender a common stock purchase warrant providing the Lender with the right to purchase up to 2,000,000 shares of the Company’s common stock (the “Warrant”). The Warrant is exercisable, subject to certain limitations described below, subsequent to July 1, 2017 and before the date that is five (5) years from the date of issuance at an exercise price of $0.20 per share, subject to adjustment upon the occurrence of certain events such as stock splits and dividends. At no time may the Lender exercise the Warrant for the greater of (A) one percent (1%) of the outstanding common stock of the Company, and (B) the average weekly trading volume, excluding any public offerings of the Company, during four (4) calendar weeks prior to the exercise of the Warrant. A copy of the Warrant is filed as Exhibit 2.2 to this Current Report on Form 8-K.

The issuance of the Warrant is exempt 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 pursuant to Rule 506(b) of Regulation D, as promulgated by the Securities and Exchange Commission under the Act.

Item 7.01 Regulation FD DisclosureOn February 2, 2016, the Company issued a press release (the “Press Release”) announcing that the Company prepaid obligations under certain Convertible Promissory Notes originally issued by the Company to Redwood Management, LLC. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information set forth under this Item 7.01, including Exhibit 99.1, is being furnished and, as a result, such information 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.(d) Exhibits

2.1 Promissory Note, dated January 29, 2016

2.2 Common Stock Purchase Warrant, dated January 29, 2016

99.1 Press Release of CV Sciences, Inc., dated February 2, 2016