CV Sciences Inc (CVSI)

[Det_Robert_Thorne]

So you missed the 8-K from Nov, 2013?

Cannavest paid MJNA about $5 per share, for the photosphere deal. So if these loads of accredited investors bought at $1 per share, which is nowhere to be found, then they screwed MJNA too on the stock price. Why would MJNA swap $35 million in assets for $4.50 to 6 a share when, others got it for $1???

1) Yes, Accredited Investors were allowed to buy 10 million restricted shares for $1, and this was announced in an 8-K filed on November 13, 2013:

On November 7, 2013, the Board unanimously approved the terms of an offering whereby the Company intends to sell up to $10 million of its restricted common stock in a private placement to accredited investors at a price per share of $1.00 (the “Offering”). The Offering will be conducted pursuant to Rule 506(b) of Regulation D, as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended.

2) In that same 8-K, they also described how Roen Ventures, which had loaned CANV $6M in the first year of operation (2013,) would be receiving 10M restricted shares at $0.60/share in exchange for the note:

On November 7, 2013, the disinterested members of the Board approved a second amendment to the Note to provide for a conversion price of $0.60 per share, which represents an approximate 12% discount to the fair market value of the Company’s restricted, non-marketable common stock pursuant to the Valuation. The Note may be converted by Roen Ventures at any time in its sole discretion.

That's a total of 16M shares, which is the main reason why CANV's outstanding shares went from the 12M reported in the 3Q/13 report to the 32M reported in the 10-K filed in March, 2014.

3) The reason these shares went for so little, rather than the $4.50 - $6 under the "collar" with MJNA, was because that deal with MJNA was overvalued so that MJNA could report a lot of income every quarter. That's why it was paid in quarterly installments, which is unlike any stock for assets deal I've ever seen.

Note that a few months ago, CANV reset the value of the deal to about $8M, which is well less than $2/share. It's that reset that got them noticed by attorneys, but it also established a value for the deal that was more in line with the value of the shares they were selling to new investors.

BTW, you might want to read the following post I wrote the day the 8-K was filed in November, 2013:

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=94024442