CV Sciences Inc (CVSI)

[GE_Jim]

The key words are in connection with. And the investor has already agreed in favor with as listed.

The Company expects to receive aggregate gross proceeds from the Offering of $700,000 before deducting the placement agent’s fees and the Company’s Offering expenses. The Offering closed on March 31, 2022.

In connection with the Offering and in accordance with the Purchase Agreement, the Company plans to include in its annual meeting of stockholders the following two proposed amendments (the “Proposals”) to the Company’s Certificate of Incorporation, as amended (the “Charter”): (i) an amendment to the Charter to increase the authorized number of shares of capital stock from 200,000,000 to 800,000,000 and the authorized number of shares of Common Stock from 190,000,000 to 790,000,000 shares; and (ii) the grant of discretionary authority to the Board, at any time or times before May 30, 2025, an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to approve and file a Certificate of Amendment to its Charter with the Secretary of State of the State of Delaware to effectuate a reverse stock split of the Company’s issued and outstanding shares of Common Stock in a range of not less than 1-for-10 and not greater than 1-for-400. The Investor have agreed in the Purchase Agreement to vote the shares of Preferred Stock purchased in the Offering in favor of such Proposals.