Replies to post #83745 on CV Sciences Inc (CVSI)

[Wolf-man jack]

WQLF SAYS: I think the agreement acquisition with Extract Labs was a good mix if the major arrangement pertained to moving the companies headquarters to Colorado and the purpose of extracting some of our product line. The arrangement to run both companies with some identical products was my only drawback. We’ll see if the merger deal can still be done. The only drawback is the Extract Labs partnership with Higher Love Wellness. We do know one fact in the proposed merger is that Extract Labs And Lower Love Wellness had a combined annual sales lower than the mentioned earnout payment of $3,500,000. It appears that CV Sciences will break even if we can add another $1.5 to $2.0 million in annual revenue. I’m guessing that the two companies were going to bring around $2.0 to $2.5 million to the table. Maybe the fallout from the proposed acquisition may be a blessing in disguise. Imho Have Faith Have Patience Have Mercy WQLF Ahooooooo

“ In addition to the consideration payable at closing, and as further consideration for the Acquisition, the Sellers shall be entitled to receive up to two additional earnout payments payable in shares of restricted common stock of the Company (the “Earnout Amount”). The Earnout Amounts shall be based on Extract Labs’ Net Revenue (as defined in the Purchase Agreement) generated during the 12-month period following the closing date (for the first calculation period) or 24-month period following the closing date (for the second calculation period) and will be calculated as follows:
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If Extract Labs’ Net Revenue is at least $4,600,000 in the relevant calculation period, then the Earnout Amount for such period will be $300,000.
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If Extract Labs’ Net Revenue is at least $4,300,000 but less than $4,600,000 in the relevant calculation period, then the Earnout Amount for such period will be $200,000.
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If Extract Labs’ Net Revenue is at least $4,000,000 but less than $4,300,000 in the relevant calculation period, then the Earnout Amount for such period will be $100,000.
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If Extract Labs’ Net Revenue is at least $3,500,000 but less than $4,000,000 in the relevant calculation period, then the Earnout Amount for such period will be $50,000.
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If Extract Labs’ Net Revenue is less than $3,500,000 in the relevant calculation period, then the Earnout Amount for such period will be $0.

[Wolf-man jack]

WQLF SAYS: I wonder how much damages the company recovers. This could be the reason for the delay of the Lunar 🦊 Fox Trademark ™️ being registered ®️

Item 8.01 Other Events
On February 12, 2025, CV Sciences, Inc. (the “Company”) initiated an arbitration with JAMS asserting claims against its long-time legal counsel, Procopio, Cory, Hargreaves & Savitch LLP, and a former partner of that firm, who the Company had regarded as its general counsel (together “Procopio”). The Company’s engagement agreement with Procopio requires the resolution of such disputes through arbitration. Procopio provided the Company legal advice and guidance on when the Company’s former Chief Executive Officer and Board Chair, Michael J. Mona, Jr. (“Mona”), would recognize W-2 income and be subject to payroll and income tax withholding resulting from the settlement of restricted stock units (“RSUs”) previously awarded to Mona. According to Procopio, because Mona was then an insider within the meaning of Section 16(b) of the Securities Exchange Act of 1934 and he was subject to suit and disgorgement of short-swing profits if he sells stock within six months of the settlement date of the RSUs, Mona does not recognize W-2 income on the settlement date and that Mona would recognize W-2 income and be subject to tax withholding upon the expiration of the six month period under Section 16(b). Consequently, the Company issued to Mona a share certificate evidencing his ownership of shares of the Company’s stock then valued at more than $13 million that Mona constructively received upon the settlement of his RSUs without withholding taxes. After Mona received the certificate, without acknowledging its prior advice and guidance, Procopio changed its prior advise and advised the Company that tax withholding was required as of the settlement date. Procopio continued to represent the Company to resolve the lack of withholding, address the fallout therefrom, report the same in its periodic reports filed with the SEC and numerous other legal matters. The Company disclosed the lack of withholding in its Form 10-Q for the quarter ended, March 31, 2019, and in subsequent quarterly and annual reports. The Company has also disclosed in its prior reports filed with the SEC that the lack of withholding has been the subject of multiple legal proceedings, the most recent of which involved a case brought by Mona against the Company that was resolved in November 2024 in the Company’s favor in a binding arbitration. After that case was submitted to the arbitrator for decision, the Company sought to address with Procopio the legal advice and guidance it provided. Procopio responded by terminating the Company as a client on January 10, 2025, ending the Company’s 12-year relationship with Procopio as its legal counsel. The Company seeks to recover damages from Procopio resulting from its reliance on Procopio’s advice and guidance, including fees and expenses paid to Procopio and other professionals, expenses incurred by the Company and other harm to it.

https://www.sec.gov/Archives/edgar/data/1510964/000095017025022630/0000950170-25-022630-index.htm

Attorney of Record
Attorney Name: Neil A. Salyards Docket Number: 12041661US01
Attorney Primary Email Address: [e-mail] Attorney Email Authorized: Yes
Correspondent
Correspondent Name/Address:
NEIL A. SALYARDS
PROCOPIO, CORY, HARGREAVES & SAVITCH LLP
525 B STREET, SUITE 2200
SAN DIEGO, CALIFORNIA UNITED STATES 92101
Phone: [phone] Fax: [phone]
Correspondent e-mail: [e-mail] [e-mail] [e-mail] [e-mail]

https://tsdr.uspto.gov/#caseNumber=98388857&caseSearchType=US_APPLICATION&caseType=DEFAULT&searchType=statusSearch