Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On February 12, 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 $1,600,000 (the "Note"). The Note carries an original issuance discount of $400,000 which was deducted from the proceeds of the Note received by the Company which resulted in a purchase price received by the Company of $1,200,000. In addition, the Company paid $10,000 to the Investor to cover its legal fees.

The Company entered into an agreement ("Agreement") with the Investor on September 12, 2025 ("Effective Date"). The Agreement amended the Note and the Purchase Agreement to, among other things: (a) provide for a new maturity date of February 12, 2027, (b) provide that the monthly redemption amount consists of (i) $106,666.67 of the outstanding principal amount of the Note on each of the first 3 monthly redemption dates, (ii) $0 of the outstanding principal amount of the note on each of the next 6 monthly redemption dates, and (iii) $106,666.67 of the outstanding principal amount of the Note on each of the subsequent 12 monthly redemption dates, in each case plus accrued but unpaid interest, if any, (c) provide to the Investor $150,000 in cash.

Other than as modified above, the terms of the Note and Purchase Agreement remain in full force and effect.

The preceding descriptions of the terms of the Agreement do not purport to be complete and are qualified in their entirety by the full text of the Agreement which is filed as an exhibits to this report and is incorporated by reference herein.