CV Sciences Inc (CVSI)

[Wolf-man jack]

WQLF SAYS: Don't YQU About A Thing Tailspin. Ai and the WQLF is at YQUR Rescue YQU Will Now Understand YQU Understand. CV SCIENCES Management Team IS Doing A GR8 job of keeping the Outstanding Shares to a minimum. The only shares Added to the Float has been the RESTRICTED SHARES applied to the ACQUISITION of Cultured Foods and Elevated Softgells and for Working Capital. The working capital was the shares given to the institution that received shares during the proxy that increased the Authorized Shares. CV SCIENCES is not a DILUTION concern. No worries about the 10 year plan. CV SCIENCES will be Acquired by a DEEP POCKET Entity sooner than later YQU Will Then Understand YQU Understand. HAVE MERCY WQLF ahoooooo

Dr. Joong J Fang SAID: NO SHARES in the EVERGREEN Plan were issued in the first two years of the 10 year plan. The Proof is in the Pudding Pinocchio.


STOCK-BASED COMPENSATION The 2023 Plan has a term of 10 years. The number of shares of the Company’s common stock authorized for issuance under the 2023 Plan is initially 34,976,000 shares, which number shall automatically increase on January 1 of each fiscal year (for a period of ten years after adoption of the 2023 Plan) during the term of the 2023 Plan, commencing on January 1, 2024, by the lesser of (a) 4% of the total shares of the Company's common stock outstanding on December 31st of the prior year, and (b) a lesser number of the Company's common stock as determined by the Company's Board of Directors. Please explain

Ai Generated:

This passage describes an Evergreen Provision within a company’s 2023 stock-based compensation plan (such as a Stock Incentive Plan or Employee Stock Purchase Plan). This allows the plan to replenish its pool of shares automatically, reducing the need to ask shareholders for approval to add more shares every year.

Here is a breakdown of the key terms:

1. The Basics
Term: The plan is active for 10 years.

Initial Authorization: On adoption, the company set aside 34,976,000 shares of common stock for employee/director compensation (options, restricted stock units, etc.).

2. Automatic Increase (Evergreen)
On January 1 of each year, starting Jan 1, 2024, for ten years, the pool of shares available for grants will automatically increase.

3. The Formula for Increase
The increase is determined by the lesser of two numbers, calculated based on the previous year's end (December 31st):

(a) 4% of total shares outstanding: If the company has 100 million shares outstanding on Dec 31, 2023, the plan would add 4 million new shares on Jan 1, 2024.

(b) A lesser number determined by the Board: The Board of Directors can decide to add fewer than 4% if they feel a smaller amount is sufficient, which protects against excessive dilution.

4. What This Means for Shareholders and Employees

For Employees: This ensures a steady supply of equity (stock options or shares) is available for retention and new hires over the next decade.

For Shareholders: This provides "dilution protection" by capping the annual increase at 4%, while ensuring the board can reduce that amount if needed (e.g., if the company is growing slower than expected).

Dilution: Every year this runs, the total number of shares outstanding increases, which can slightly dilute the percentage ownership of existing shareholders.

In summary: The board has created a 10-year, self-replenishing pool for stock compensation that adds up to 4% of the company's total shares to the plan pool annually, starting in 2024.

Check this out Tailspin: The Management didn't increase the Evergreen Plan by 4 Percent in 2024 or 2025.....

Ai Generated:

Based on SEC filings and financial reports, CV Sciences (ticker: CVSI) increased its total shares outstanding from 161.68 million at the end of 2023 to 184.26 million as of December 31, 2024, representing an addition of approximately 22.58 million shares.

As of the third quarter of 2025, the shares outstanding remained at approximately 184.26 million, indicating no significant additional issuance during the first nine months of 2025.

Summary of Share Outstanding Changes:

End of 2023: 161,678,000 shares

End of 2024: 184,263,663 shares

Increase in 2024: ~22.58 million shares

2025 (Q1-Q3): No significant change; 184,263,663 shares

The increase in 2024 was driven by equity issuances for working capital and acquisitions, including a $1.2 million financing agreement mentioned in their Q1 2025 results, which primarily impacted the 2024 share count.

In the acquisition of Cultured Foods by CV Sciences (announced in late 2023/early 2024), Cultured Foods received more than 7 million shares of CV Sciences' common stock as part of the initial closing consideration. These shares had a value of $250,000. The total deal included additional potential earn-outs.

Elevated Softgels received 17,422,181 shares of CV Sciences’ common stock at the closing of the acquisition on May 13, 2024. These shares were valued at $700,000, based on the 30-day volume-weighted average price. The deal also included a $100,000 cash payment and a potential $200,000 earn-out.

Initial Shares: 17,422,181
Value: $700,000
Additional Compensation: $100,000 cash + up to $200,000 in potential earn-outs.


Wolf Said: Don't You Worry About A Thing Tailspin. Have Mercy ahoooooo

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