CV Sciences acquires Elevated Softgels for up to $1M; plans in-sourcing of +PlusCBD production

CV Sciences, Inc.

Total consideration up to $1,000,000: $100k cash, 17.4M shares ($700k), plus earnout up to $200k.
Elevated Softgels is a GMP-certified, FDA-registered manufacturer of softgels and tinctures.
CEO says acquisition expected to be accretive in first year; softgels and tinctures were ~50% of 2023 sales.
Plans to in-source manufacturing of +PlusCBD branded products for meaningful cost savings.
Earnout thresholds: $200k if net revenue ≥$700k in 12 months, $0 if <$550k, with intermediate steps.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

CV Sciences, Inc. entered into Membership Interest Purchase Agreement with Elevated Softgels, LLC, Clayton J. Montgomery, Chris Fagan, Andrew Kester, Timothy McGreer valued at Cash payment of $100,000; issuance of 15,854,185 restricted shares valued at $637,000; issuance of 1 (effective 2024-05-08).

Action: entry
Agreement: merger
Counterparty: Elevated Softgels, LLC, Clayton J. Montgomery, Chris Fagan, Andrew Kester, Timothy McGreer
Value: Cash payment of $100,000; issuance of 15,854,185 restricted shares valued at $637,000; issuance of 1
Effective: 2024-05-08

Exact text from the filing

On May 8, 2024, CV Sciences, Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among the Company, Elevated Softgels, LLC, a Delaware limited liability company (“Elevated Softgels”), Clayton J. Montgomery (a “Member”), Chris Fagan, Andrew Kester, and Timothy McGreer, pursuant to which the Company purchased all of the outstanding equity interests in Elevated Softgels, resulting in Elevated Softgels becoming a wholly owned subsidiary of the Company (the “Acquisition”).

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Source: SEC EDGAR

accession 0000950170-24-058981

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