Wolf-man jack
30 minutos hace
CRAIG SAYS; Ahoooooooooo
https://www.sec.gov/ix?doc=/Archives/edgar/data/1510964/000095017024129750/cvsi-20241115.htm
Item 1.01 Entry into a Material Definitive Agreement
On November 15, 2024, CV Sciences, Inc. (the “Company”) entered into a definitive Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company, Extract Labs, Inc., a Colorado corporation (“Extract Labs”), Craig Henderson (“Henderson”), and Higher Love Wellness Company, LLC (“HLWC” and together with Henderson, the “Sellers”), pursuant to which the Company will purchase all of the outstanding shares of Extract Labs from the Sellers (the “Acquisition”). Extract Labs is a leading manufacturer and distributor of premium cannabinoid products including gummies, topicals, and tinctures. The Acquisition is anticipated to close during the first quarter of 2025. Closing of the transaction is subject to customary conditions.
In consideration for the Acquisition, at closing, the Company (i) will make a cash payment of $400,000 to the Sellers, less a $20,000 holdback (the “Holdback Amount”), less certain assumed indebtedness and less certain transaction expenses, subject to certain other adjustments provided for in the Purchase Agreement (the “Closing Payment”), and (ii) will issue to the Sellers a number of shares of the Company's common stock with an aggregate value equal to $1,000,000 less certain assumed indebtedness, based on the trailing 60 day volume weighted average price (“VWAP”) of such common stock as of the trading day prior to the closing date (the “Closing Shares”) . The Closing Payment will be subject to adjustment, upward or downward, to the extent Extract Labs’ net working capital as of the closing is greater than or less than $880,000. Additionally, the Company shall be entitled to recover from the Sellers an amount equal to the unpaid balance of all accounts receivable that were included in the Extract Labs final working capital statement, to the extent they remain uncollected 90 days after the determination of the final working capital statement.
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:
•
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.
•
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.
•
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.
•
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.
•
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.
The shares issuable for each earnout payment, if any, shall be issued within 10 business days after the final determination of Extract Labs’ Net Revenue for each 12-month period following the closing date, as determined in accordance with the Purchase Agreement. The number of restricted shares of common stock of the Company issuable for each earnout payment, shall be determined based upon the thirty-day VWAP of the Company's common stock as of the 12-month anniversary of the closing date (for the first calculation period) or 24-month anniversary of the closing date (for the second calculation period).
The Sellers agreed that they will not, on any single trading day sell, transfer or otherwise dispose of any shares of Company common stock, including the shares issuable at closing, in an aggregate amount exceeding the greater of (i) 15% of the of the Company’s common stock sold in the aggregate based on the greater of the current or proceeding trading day, and (ii) $3,000 in gross value.
Subject to certain limitations, the Sellers and the Company have agreed to indemnify each other for losses arising from certain breaches of the Purchase Agreement and certain other liabilities.
The Purchase Agreement contains customary termination rights for each of Extract Labs and the Company, including the right to terminate if the transactions contemplated by the Purchase Agreement have not been completed by January
1
15, 2025. In the Purchase Agreement, Extract Labs and the Company have made customary representations and warranties and have agreed to customary covenants relating to the Acquisition. From the date of the Purchase Agreement until the closing, Extract Labs is required to conduct its business in the ordinary course of business consistent with past practices and to comply with certain covenants regarding the operation of its business.
Additionally, for a period of up to three years following the closing date, Henderson shall be prohibited from engaging in certain competitive and/or solicitation activities within the United States, as more particularly set forth in the Purchase Agreement.
Extract Labs leases an approximately 28,450 square foot building (the “Building”) from 1399 Horizon LLC (“Horizon”), which is wholly-owned by Henderson. Extract Labs is the guarantor of approximately $4 million of indebtedness of Horizon that is secured by a deed of trust on the Building (the “Loan”). At the closing of the Acquisition, Extract Labs will enter into a new 3-year lease (with the option to extend for up to three years) with Horizon. Following the closing of the Acquisition, Henderson and Horizon will jointly and severally indemnify Extract Labs against liability under its guarantee of the Loan, and Henderson will pledge his membership interest in Horizon to Extract Labs as security for such indemnification obligations and Extract Labs’ guarantee of the Loan.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete, and is qualified in its entirety by reference to the complete text of such Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s next periodic report.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K (this “Current Report”) regarding the issuance of the Closing Shares and the Earnout Amount is incorporated by reference into this Item 3.02.
The issuance of the shares of the Company’s common stock in connection with the Acquisition is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions from the registration requirements of the Securities Act in transactions not involved in a public offering pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act.
Item 7.01 Regulation FD Disclosure
On November 21, 2024, the Company issued a press release announcing the Acquisition. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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.
Wolfman Jack Said;
Wolf-man jack
48 minutos hace
WQLF SAYS: Extract Labs AcQuisition
https://www.extractlabs.com/
CV SCIENCES, INC. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE EXTRACT LABS
SAN DIEGO, Nov. 21, 2024 /PRNewswire/ -- CV Sciences, Inc. (OTCQB:CVSI) (the "Company", "CV Sciences", "our", "us" or "we"), a preeminent consumer wellness company specializing in hemp extracts and other proven science-backed, natural ingredients and products, today announced that it has entered into a definitive agreement (the "Purchase Agreement") to acquire Extract Labs, Inc. ("Extract Labs"), a leading manufacturer and distributor of premium cannabinoid products including gummies, topicals and tinctures. Extract Labs branded products are sold through a range of sales channels from B2B to B2C. Extract Labs has operational flexibility allowing low to large minimum order quantity ("MOQ") production runs, allowing for efficient use of capital and the ability to increase speed to market for new product development. Extract Labs is GMP-certified and FDA-registered. The acquisition is expected to create the opportunity to increase our sales to current and new clients. In addition, we intend to in-source production of certain of our key products.
CV Sciences (PRNewsfoto/CV Sciences, Inc.)
"We are thrilled that Extract Labs and its employees are joining CV Sciences as another milestone in our transition to a thriving health and wellness company. The acquisition synergies are expected to increase our revenue and customer base, allow us to leverage our key assets, optimize operations and processes, and drive long-term growth and shareholder value. Extract Labs is a stand-alone profitable business and our plan is to increase its existing revenue base and further leverage its existing capacity," said Joseph Dowling, Chief Executive Officer of CV Sciences. "In addition, we are planning to in-source the manufacturing of select +PlusCBD™ branded products providing an opportunity for meaningful cost savings. Extract Labs manufacturing capability will provide us with greater control over our supply chain and accelerate our new product development cycle."
The total consideration for the acquisition of Extract Labs payable at closing, consists of (i) a cash payment of $400,000 (the "Closing Payment"), less the amount of certain holdbacks and adjustments, and (ii) the issuance of shares of CV Sciences' common stock valued at $1,000,000 based on the sixty day volume weighted average price ("VWAP") of CV Sciences' common stock.
In addition to the consideration payable at closing, and as further consideration for the acquisition, the Extract Labs sellers will be eligible to receive up to $600,000 of additional shares of CV Sciences' common stock if Extract Labs satisfies certain revenue targets during the two 12-month periods following the closing date. Such shares will be issued based on the thirty day VWAP of CV Sciences' common stock as of the end of each such 12-month period and will be calculated as follows:
If Extract Labs' Net Revenue is at least $4,600,000 in the relevant calculation period, then the Extract Labs Earnout Amount for such period will be $300,000. If Extract Labs' Net Revenue is at least $4,300,000 but less than $4,600,000 in the relevant calculation period, then the Extract Labs Earnout Amount for such period will be $200,000. If Extract Labs' Net Revenue is at least $4,000,000 but less than $4,300,000 in the relevant calculation period, then the Extract Labs Earnout Amount for such period will be $100,000. If Extract Labs' Net Revenue is at least $3,500,000 but less than $4,000,000 in the relevant calculation period, then the Extract Labs Earnout Amount for such period will be $50,000. If Extract Labs' Net Revenue is less than $3,500,000 in the relevant calculation period, then the Extract Labs Earnout Amount for such period will be $0.
The acquisition is expected to close during the first quarter of 2025. Closing of the transaction is subject to customary conditions precedent. On November 21, 2024, CV Sciences, Inc. filed a Current Report on Form 8-K which includes a description of the material terms of the transaction. Investors are encouraged to read such filing in its entirety.
https://ir.cvsciences.com/press-releases/detail/231/cv-sciences-inc-enters-into-definitive-agreement-to
One Man's Vision
From the battlefields of Iraq to the forefront of hemp innovation, Craig Henderson’s journey is nothing short of extraordinary. After witnessing the therapeutic benefits of hemp among his fellow veterans, Craig was inspired to make a difference. With just basic equipment and a big dream, he began extracting hemp in his garage—planting the seeds of what would become Extract Labs. His passion for quality and helping others has turned a humble garage project into an industry leader.
Wolf-man jack
5 días hace
WQLF SAYS;
Companies Merging with CBD
“Based on the provided search results, here are some types of companies that can merge with CBD companies:
Conglomerate companies: Companies from unrelated industries can merge with CBD companies, creating a new entity with diverse product offerings. For example, a company in the athletic wear industry merging with a CBD company to create a line of CBD-infused athletic products.
Health and wellness companies: Companies specializing in health supplements, nutrition, or wellness products can merge with CBD companies to expand their product portfolios and tap into the growing CBD market.
Pharmaceutical companies: Pharmaceutical companies with experience in developing and marketing natural health products can merge with CBD companies to leverage their expertise and research capabilities.
Food and beverage companies: Companies in the food and beverage industry, such as those producing natural and organic products, can merge with CBD companies to create CBD-infused food and drink products.
Retailers: Retailers with a strong presence in the health and wellness space, such as natural food stores or specialty retailers, can merge with CBD companies to expand their product offerings and create a one-stop-shop for customers.
Technology and e-commerce companies: Companies with expertise in e-commerce and technology can merge with CBD companies to enhance their online presence, streamline operations, and improve customer engagement.
Manufacturing companies: Companies with experience in manufacturing and production can merge with CBD companies to improve scalability, efficiency, and quality control.
Research and development companies: Companies specializing in R&D, particularly in the fields of natural health and wellness, can merge with CBD companies to accelerate product development and innovation.
Some specific examples of mergers and acquisitions mentioned in the search results include:
Canopy Growth Corporation (Martha Stewart CBD, whisl, Quatreau) acquiring a CBD company
The Valens Company (Green Roads) acquiring a CBD company
Village Farms (Balanced Health Botanicals) acquiring a CBD company
Cronos Group (Happy Dance, Lord Jones) acquiring a CBD company
Pharmaceutical companies like GW Pharmaceuticals (acquired by Jazz Pharmaceuticals) bringing CBD products to market
Keep in mind that these examples are based on publicly available information and may not reflect the current market landscape or future merger and acquisition activities.“
Top 5 CBD Companies (Updated 2022)
Connor Skelly
Written by Connor Skelly
“ Though the US CBD market has made significant progress since the Farm Bill passed, growth continues to be hindered by the lack of federal guidance regulating CBD as a dietary supplement and food additive. Even in the face of a challenging, competitive environment, the industry continues to expand with strong consumer spending and increasing retail distribution. The top 20 companies continue to have a large market share, though consolidation has slowed in 2022 with increasing economic concerns and continued brand launches. As of quarter 1 of 2022, the top 20 CBD companies make up over 18.4% of the total US CBD market.
Types of Top CBD Companies
The industry is now being strongly influenced by the following primary groups of competitors:
CBD-branded product companies that have been able to develop awareness and establish brand loyalty, especially by refining and improving their marketing strategies. Examples include Charlotte’s Web, Medterra, and CV Sciences.
Vertically integrated CBD companies that manufacture, brand, and sell their own CBD products through proprietary retail outlets and franchises uniquely dedicated to their own portfolios. These companies have built-in, dedicated sales representatives and advantages when it comes to marketing and messaging due to owning brick-and-mortar locations. Examples include Your CBD Store (SunMed) and CBD American Shaman.
Canadian Licensed Producers (LPs)with sizable cannabis infrastructure, connections, legitimacy, and investor dollars attained via public exchanges in Canada have entered the US market via acquisitions and line extensions. Examples include Canopy Growth Corporation (Martha Stewart CBD, whisl, Quatreau), The Valens Company (Green Roads), Village Farms (Balanced Health Botanicals), and Cronos Group (Happy Dance, Lord Jones).
Supplement brands with natural food store and mass retail chain connections, nutraceutical marketing experience, capital to invest, and established customer bases that are particularly prone to purchasing CBD-infused wellness products. Examples include Garden of Life and Irwin Naturals.
https://irwinnaturals.com/collections/cbd
https://www.gardenoflife.com/
Disruptors that are more recent entrants to the CBD market but have been making headway in gaining market share through either optimized digital marketing and e-commerce or by focusing on growing retail distribution with innovative products. Examples include Sky Wellness, Try The CBD, and Panacea Life Sciences.
Pharmaceutical companies: GW Pharmaceuticals (acquired by Jazz Pharmaceuticals in 2021) brought Epidiolex into the US market at the end of 2018. Its revenues have grown dramatically since that time. Epidiolex is expected to continue seeing sizable growth and additional pharmaceutical companies are expected to start entering the space in the long term.
Consumer packaged goods (CPG) behemoths such as Molson Coors and Unilever have been circling the industry since prior to the legalization of industrial hemp cultivation and have made limited forays into the market prior to an official regulatory framework.”
https://blog.brightfieldgroup.com/top-5-cbd-companies
Wolf-man jack
1 semana hace
Third Quarter 2024 and Recent Financial and Operating Highlights
“Generated revenue of $3.9 million for third quarter 2024 compared to $4.1 million for the third quarter 2023 and $4.0 million for the second quarter 2024;
Recognized gross margin of 46.0% for third quarter 2024 compared to 45.1% for the third quarter 2023 and 47.0% for the second quarter 2024;
Cash balance of $1.0 million at quarter end compared to $1.3 million at the end of 2023;
Launched +PlusHLTH™, an all-new line of cannabinoid-free supplements delivering targeted formulations for optimized health, improved performance and increased vitality. Launched in Q3 and free of cannabinoids, our initial collection of +PlusHLTH™ innovative supplements includes: CLARITY, a cognitive enhancer, PEACE, for help with occasional stress, and RESHAPE, for metabolism support;
Further established number one position as top-selling hemp extract brand in the natural product retail sales channel, according to SPINS, the leading provider of syndicated data and insights for the natural, organic and specialty products industry;
Created additional opportunities for incremental growth by launching additional pet chews for hip and joint health and calming care chews;
Entered into a financing with Streeterville for net proceeds of $0.9 million; and
Recognized an adjusted EBITDA loss of $75,000 for the third quarter 2024, close to achieving operating cash flow break-even.
"We are pleased with our third 2024 results. Revenues for our core business remained stable around the $4 million range during the third quarter 2024 despite a challenging environment. With our recent acquisitions and new product innovations, we believe that we are nicely positioned to grow our revenue in 2025. Our gross margins have improved throughout 2024 compared to previous years and we anticipate making further gross margin improvements in 2025," stated Joseph Dowling, Chief Executive Officer of CV Sciences. "Our third quarter 2024 progress demonstrates our continuous commitment to innovation and cost-efficient execution as we move closer to profitability and positive cash flow. We look forward to organically grow our business and pursue additional M&A opportunities in the near future to improve our top-line revenue, profitability and shareholder value."
Operating Results - Third Quarter 2024 Compared to Third Quarter 2023
Sales for third quarter 2024 were $3.9 million, down 5% compared to the third quarter 2023. The decline was mostly due to lower B2B sales by 9%. B2B sales were mostly impacted by the patchwork of state regulations for CBD. The total number of units sold during the third quarter 2024 decreased by 7.9% and slightly lower average sales prices per unit of 0.5%. We generated an operating loss of $0.3 million in the third quarter 2024, compared to an operating loss of $0.4 million in the third quarter 2023. The improvement is mostly due to higher gross margins and reduced operating expenses. The Company had negative adjusted EBITDA of $75,000 for the third quarter 2024 compared to $0.4 million in the third quarter of 2023“
https://finance.yahoo.com/news/cv-sciences-inc-reports-third-140000554.html
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