Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On October 6, 2025, CV Sciences, Inc., a Delaware corporation (the "Company") entered into a note purchase agreement ("Purchase Agreement") with an institutional investor ("Investor"), pursuant to which the Company issued and sold to the Investor a secured promissory note in the original principal amount of $600,000 (the "Note"). The transaction closed on October 7, 2025 ("Closing Date"). The Note carries an original issuance discount of $150,000 which was deducted from the proceeds of the Note received by the Company. In addition, the Company paid the Investor $150,000 associated with the modification of the original note purchase agreement ("Original Purchase Agreement") dated February 12, 2025, as modified on September 12, 2025. As a result, the Company received net proceeds of $300,000 (the "Purchase Price"). In addition, the Company paid $13,125 to the Investor to cover its legal and other fees.

The unpaid amount of the Note, any interest, fees, charges and late fees accrued shall be due and payable on April 6, 2027 (the "Maturity Date"). The Company is required to make monthly repayments to the investor starting on April 6, 2026 of $46,153.85. The Company can pay all or any portion of the outstanding balance earlier than it is due without penalty. In the event the Company repays the Note in full on or before the six month anniversary of the Closing Date, the Company will receive a discount of 8% from the outstanding balance. The Note is secured by all of the Company's assets and assets of the Company's subsidiaries pursuant to a Security Agreement entered into with the Investor on October 6, 2025 (the "Security Agreement"). In addition, the Company and its subsidiaries entered into an Intellectual Property Security Agreement with the Investor pursuant to which the Company and its subsidiaries granted to the Investor a security interest in the Company's intellectual property. No additional interest will accrue on the Note unless and until an occurrence of an event of default (as discussed below).

The Note provides for customary events of default (each as defined in the Note, an "Event of Default"), including, among other things, the nonpayment when due of principal, interest, fees or other amounts, a representation or warranty proving to have been incorrect when made, failure to perform or observe covenants within a specified cure period, a cross-default to certain other indebtedness and material agreements of the Company, and the occurrence of a bankruptcy, insolvency or similar event affecting the Company. Upon the occurrence of certain significant Events of Default as specified in the Note, the Investor may increase the outstanding balance of the Note by 20%, and upon the occurrence of certain Events of Default, the Investor may increase the outstanding balance of the Note by 5%. Upon the occurrence of an Event of Default, the Investor may declare all amounts owed under the Note immediately due and payable. In addition, upon the occurrence of an Event of Default, interest shall begin accruing on the outstanding balance of the Note from the date of the Event of Default equal to the lesser of 18% per annum and the maximum rate allowable under law.

The preceding descriptions of the Purchase Agreement, Note, Security Agreement, and Intellectual Property Security Agreement do not purport to be complete and are qualified in their entirety by the full text of the Purchase Agreement, Note, Security Agreement, and Intellectual Property Security Agreement of which are filed as exhibits to this report and are incorporated by reference herein.