CV Sciences acquires Cultured Foods for up to $535K to enter plant-based food market

CV Sciences, Inc.

Total consideration up to $535K: $175K cash, 7.07M shares valued at $250K, plus up to $110K earn-out.
Cultured Foods (Warsaw, Poland) manufactures plant-based vegan foods sold in 15 European countries.
Acquisition creates European base for PlusCBD™ product distribution and opens US import of plant-based foods.
Expected to be accretive in first year; founder Barbara McWhorter stays as GM.
Deal closed Dec 7, 2023; shares issued unregistered under Section 4(a)(2)/Reg D.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CV Sciences, Inc. entered into Membership Interest Purchase Agreement with Cultured Foods Sp. z.o.o., Brian Carl McWhorter and Barbara McWhorter valued at cash payment of $175,000 to the Member, less a $17,500 holdback and ... an aggregate of 7,074,270 re (effective 2023-12-07).

Action: entry
Agreement: asset purchase
Counterparty: Cultured Foods Sp. z.o.o., Brian Carl McWhorter and Barbara McWhorter
Value: cash payment of $175,000 to the Member, less a $17,500 holdback and ... an aggregate of 7,074,270 re
Effective: 2023-12-07

Exact text from the filing

On December 7, 2023, CV Sciences, Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among the Company, Cultured Foods Sp. z.o.o., a limited liability company organized under the laws of Poland (“Cultured Foods”), Brian Carl McWhorter (the “Member”) and Barbara McWhorter, pursuant to which the Company purchased all of the outstanding equity interests in Cultured Foods, resulting in Cultured Foods becoming a wholly owned subsidiary of the Company (the “Acquisition”).

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CV Sciences, Inc. filing history →

Source: SEC EDGAR

accession 0001510964-23-000042

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