Current Report Filing (8-k)
August 29 2018 - 5:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): August 28, 2018
CV SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
|
000-54677
(Commission File Number)
|
80-0944970
(I.R.S. Employer Identification No.)
|
2688 South Rainbow Boulevard, Suite B
Las Vegas, Nevada 89146
(Address
of principal executive offices)
(866) 290-2157
(Registrant’s telephone number, including area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
[_] Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a -12)
[_] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[_] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company
□
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
|
Item 7.01
|
Regulation FD Disclosure
|
On August 28, 2018, CV Sciences, Inc. (the
“Company”) announced that it has been informed of a class action lawsuit filed against the Company that alleges violations
of federal securities laws. The Company further announced that it disputes the allegations in the complaint and will vigorously
defend this lawsuit. A copy of the press release issued by the Company in connection with the foregoing is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Exhibit 99.1 contains forward-looking statements.
These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that
are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate.
Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.
The information set forth under Item 7.01
of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached hereto, is being furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including
Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange
Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference
in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current
Report that is required to be disclosed solely by Regulation FD.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
99.1
Press Release of
CV Sciences, Inc.
, dated August 28, 2018
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 28, 2018
CV SCIENCES, INC.
By:
/s/ Joseph Dowling
Joseph Dowling
Chief Executive Officer and Chief
Financial Officer
CV Sciences (QB) (USOTC:CVSI)
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