CV Sciences Inc (CVSI)

[Pennyprof]

2688 South Rainbow Boulevard, Suite B

Las Vegas, Nevada 89146



NOTICE OF ANNUAL MEETING OF STOCKHOLDERS



To Be Held on August 4, 2018



NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders (the “ Meeting ”) of CV Sciences, Inc. (the “ Company ”, “ we ” or “ us ”) will be held on August 4, 2018, at 10 a.m. local time, at our San Diego office located at 10070 Barnes Canyon Road, Suite 100, San Diego, California 92121, [phone], for the following purposes:



(1) To elect four directors to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified;


(2) To ratify Tanner LLC, as our independent registered public accounting firm for the fiscal year ending December 31, 2018;


(3) To amend the Company’s Amended and Restated 2013 Equity Incentive Plan, as amended, to increase the number of shares issuable under the plan;

(4) To approve an amendment to the Company’s Certificate of Incorporation, as amended, to effect, at the discretion of the Company’s Board of Directors, a reverse stock split of all outstanding shares of the Company’s common stock, par value $0.0001 per share, at a ratio of not less than 1-for-2 and not greater than 1-for-10, such ratio to be determined by the Company’s Board of Directors at any time before August 30, 2019, without further approval or authorization of our stockholders; and

(5) To consider and act upon such other business as may properly come before the Meeting or any adjournments or postponement thereof.


The close of business on June 15, 2018 has been fixed as the record date for determining stockholders entitled to notice of, and to vote at, the Meeting or any adjournments or postponement thereof. For at least 10 days prior to the Meeting, a complete list of stockholders entitled to vote at the Meeting will be open to any stockholder’s examination during ordinary business hours at our principal executive offices at 2688 South Rainbow Boulevard, Suite B, Las Vegas, Nevada 89146, [phone].