CV SCIENCES, INC. RAPPORT DE GESTION ET ANALYSE DE LA SITUATION FINANCIÈRE ET DES RÉSULTATS D’EXPLOITATION (formulaire 10-Q)

CV SCIENCES, INC. RAPPORT DE GESTION ET ANALYSE DE LA SITUATION FINANCIÈRE ET DES RÉSULTATS D'EXPLOITATION (formulaire 10-Q)

Lorsque nous utilisons les termes « CV Sciences », « Société », « nous », « notre » et « notre », nous entendons CV Sciences, Inc.un Delaware société, prise dans son ensemble, ainsi que toute entité remplacée, à moins que le contexte n’indique le contraire.


The following discussion of our financial condition and results of operations
for the three months ended March 31, 2022 and 2021, respectively, should be read
in conjunction with our condensed financial statements and the notes to those
statements that are included elsewhere in this Quarterly Report on Form 10-Q.
Our discussion includes forward-looking statements based upon current
expectations that involve risks and uncertainties, such as our plans,
objectives, expectations and intentions. Actual results and the timing of events
could differ materially from those anticipated in these forward-looking
statements as a result of a number of factors. We use words such as
"anticipate", "estimate", "plan", "project", "continuing", "ongoing", "expect",
"believe", "intend", "may", "will", "should", "could", and similar expressions
to identify forward-looking statements.

APERÇU


We operate two distinct business segments. Our consumer products segment is
focused on developing, manufacturing, marketing and selling plant-based dietary
supplements and hemp-based CBD products to a range of market sectors. Our
specialty pharmaceutical segment is focused on developing and commercializing
novel therapeutics utilizing CBD. Shares of our common stock are traded on the
OTC:QB, and our trading symbol is CVSI.

Our consumer products business segment develops, manufactures, markets and sells
consumer products containing hemp-based CBD under our PlusCBD™ brand in a range
of market sectors including nutraceutical, beauty care and specialty foods.

Notre secteur d’activité pharmaceutique spécialisé développe des cannabinoïdes pour traiter une gamme d’indications médicales. Nos produits candidats sont basés sur des formulations, des processus et une technologie exclusifs qui, selon nous, sont protégeables par un brevet, et nous prévoyons de poursuivre vigoureusement la poursuite des brevets sur nos candidats médicaments. Sur 19 mai 2020l’USPTO a délivré un brevet relatif à CVSI-007.


We expect to realize revenue from our consumer products business segment to fund
our working capital needs. However, in order to fund our pharmaceutical product
development efforts, we will need to raise additional capital either through the
issuance of equity and/or the issuance of debt. In the event we are unable to
fund our drug development efforts, we may need to curtail, partner or delay such
activity.

We continue to work with A.G.P./Alliance Global Partners to assist the Company
with the strategic review, which includes consideration of inbound and outbound
merger, sale, acquisition or other options for the Company as a whole or for any
business segment.

Results of Operations

Revenues and gross profit

                                   Three months ended March 31,                   Change
                                  2022                          2021         Amount         %
                                                 (in thousands)
       Product sales, net   $       4,447                    $ 4,844       $   (397)       (8) %
       Cost of goods sold           3,291                      2,486            805        32  %
       Gross profit         $       1,156                    $ 2,358       $ (1,202)      (51) %
       Gross margin                  26.0   %                   48.7  %


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First Quarter 2022 vs. 2021

                                                       Three months ended March 31, 2022              Three months ended March 31, 2021
                                                                              % of product                                   % of product
                                                         Amount                sales, net               Amount                sales, net
                                                     (in thousands)                                 (in thousands)
Retail sales (B2B)                                  $        2,559                   57.5  %       $        2,975                   61.4  %
E-commerce sales (B2C)                                       1,888                   42.5  %                1,869                   38.6  %
Product sales, net                                  $        4,447                  100.0  %       $        4,844                  100.0  %


We had net product sales of $4.4 million and gross profit of $1.2 million,
representing a gross margin of 26.0% in the first quarter of 2022 compared with
net product sales of $4.8 million and gross profit of $2.4 million, representing
a gross margin of 48.7% in the first quarter of 2021. Our net product sales
decreased by $0.4 million or 8% in the first quarter of 2022 when compared to
first quarter 2021 results. The decline is primarily due to lower sales in our
retail channel, mostly to independent natural product retailers and food, drug
and mass ("FDM") accounts. The total number of units sold during the first
quarter 2022 increased by 3% compared to the first quarter 2021. The volume
increase was offset by higher discounts and changes in our sales mix in the
first quarter of 2022. The overall market continues to be fragmented and highly
competitive, which we believe is largely due to the lack of a clear regulatory
framework.

Cost of goods sold consists primarily of raw materials, packaging, manufacturing
overhead (including payroll, employee benefits, stock-based compensation,
facilities, depreciation, supplies and quality assurance costs), merchant card
fees and shipping. Cost of goods sold in the first quarter of 2022 increased as
a percentage of revenue compared to the first quarter of 2021, mostly due to
increased product cost with our contract manufacturers and shipping costs. The
gross margin decline in the first quarter 2022 compared with 2021 is primarily
due to changes in our sales mix, additional discounts and the impact of
increased product cost.

Frais de recherche et développement

                                                           Three months ended March 31,                   Change
                                                               2022                2021            Amount            %
                                                                          (in thousands)
Research and development expense                        $         121            $  186          $   (65)           (35) %
Percentage of product sales, net                                  2.7    %          3.8  %


First quarter 2022 vs. 2021

Research and development ("R&D") expense decreased to $0.1 million in the first
quarter of 2022 compared to $0.2 million in the first quarter of 2021. The
decrease is mostly related to lower R&D spend in our specialty pharmaceutical
segment.
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Frais de vente, généraux et administratifs mutuelle de santé what is

                                                           Three months ended March 31,                     Change
                                                             2022                  2021              Amount             %
                                                                           (in thousands)
Sales expense                                          $         990           $   1,257          $    (267)           (21) %
Marketing expense                                              1,343               1,620               (277)           (17) %
General & administrative expense                                 217               2,408             (2,191)           (91) %
Selling, general and administrative                    $       2,550           $   5,285          $  (2,735)           (52) %
Percentage of product sales, net                                57.3   %           109.1  %



First quarter 2022 vs. 2021

Selling, general and administrative ("SG&A") expenses decreased to $2.6 million
in the first quarter of 2022 compared to $5.3 million in the first quarter of
2021, which was a result of the following:

•Sales expense decreased due to lower payroll and outside services fees.
•Marketing expense decreased due to lower payroll and stock-based compensation
expense.
•General and administrative ("G&A") expenses decreased as a result of the
recognition of the employee retention credit of $2.0 million. G&A expenses also
decreased due to lower outside services, legal fees and insurance cost,
partially offset by increased depreciation expense.


Mesures financières non conformes aux PCGR


We use Adjusted EBITDA internally to evaluate our performance and make financial
and operational decisions that are presented in a manner that adjusts from their
equivalent GAAP measures or that supplement the information provided by our GAAP
measures. Adjusted EBITDA is defined by us as EBITDA (net loss plus depreciation
and interest expense), further adjusted to exclude certain non-cash expenses and
other adjustments as set forth below. We use Adjusted EBITDA because we believe
it also highlights trends in our business that may not otherwise be apparent
when relying solely on GAAP financial measures, since Adjusted EBITDA eliminates
from our results specific financial items that have less bearing on our core
operating performance.

We use Adjusted EBITDA in communicating certain aspects of our results and
performance, including in this Quarterly Report on Form 10-Q, and believe that
Adjusted EBITDA, when viewed in conjunction with our GAAP results and the
accompanying reconciliation, can provide investors with greater transparency and
a greater understanding of factors affecting our financial condition and results
of operations than GAAP measures alone. In addition, we believe the presentation
of Adjusted EBITDA is useful to investors in making period-to-period comparison
of results because the adjustments to GAAP are not reflective of our core
business performance.

Adjusted EBITDA is not presented in accordance with, or as an alternative to,
GAAP financial measures and may be different from non-GAAP measures used by
other companies. We encourage investors to review the GAAP financial measures
included in this Quarterly Report, including our condensed financial statements,
to aid in their analysis and understanding of our performance and in making
comparisons.
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Un rapprochement entre notre perte nette et le BAIIA ajusté, une mesure non conforme aux PCGR, pour les trois mois clos 31 mars 2022 et 2021 est détaillé ci-dessous :


                                              Three months ended March 31, 2022                                   Three months ended March 31, 2021
                                    Consumer                                                            Consumer
                                    Products             Specialty Pharma            Total              Products             Specialty Pharma            Total
                                                                                         (in thousands)
Net loss                        $      (2,182)         $             (35)         $ (2,217)         $      (3,054)         $             (73)         $ (3,127)
Depreciation expense                      517                          -               517                    204                          -               204
Interest expense                          702                          -               702                     14                          -                14
EBITDA                                   (963)                       (35)             (998)                (2,836)                       (73)           (2,909)
Stock-based compensation (1)              516                          -               516                    656                          1               657
Employee retention credit
benefit (2)                            (1,993)                         -            (1,993)                     -                          -                 -
Adjusted EBITDA                 $      (2,440)         $             (35)         $ (2,475)         $      (2,180)         $             (72)         $ (2,252)


_________________
(1)Represents stock-based compensation expense related to stock options awarded
to employees, consultants and non-executive directors based on the grant date
fair value using the Black-Scholes valuation model. For more information, please
see Note 6, Stock-Based Compensation, to our condensed financial statements
included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
(2)Represents benefit related to employee retention credit. For more
information, please see Note 1, Organization and Business, to our condensed
financial statements included in Part I, Item 1 of this Quarterly Report on Form
10-Q.

Liquidités et ressources en capital


During the three months ended March 31, 2022 and the year ended December 31,
2021, our primary sources of capital came from (i) cash flows from our
operations, predominantly from the sale of our CBD products, (ii) existing cash,
(iii) government loans, and (iv) proceeds from third-party financings, including
the sale of shares of our common stock and preferred stock, as well as
convertible promissory notes, to certain investors. As of March 31, 2022, we had
approximately $2.4 million of cash and working capital of approximately $0.9
million. During the three months ended March 31, 2022 and year ended December
31, 2021, we used cash in operating activities of approximately $0.4 million and
$7.5 million, respectively.

We believe that a combination of factors, mainly consisting of the highly
competitive environment and the continued effects of the COVID-19 pandemic, have
adversely impacted our business operations for the three months ended March 31,
2022 and the year ended December 31, 2021. Due to a low barrier entry market
with a lack of a clear regulatory framework, we face intense competition from
both licensed and illicit market operators that may also sell plant-based
dietary supplements and hemp-based CBD consumer products. Because we operate in
a market that is rapidly evolving and expanding globally, our customers may
choose to obtain CBD products from our competitors, and our success depends on
our ability to attract and retain our customers from purchasing CBD products
elsewhere. To remain competitive, we intend to continue to innovate new
products, build brand awareness, and make significant investments in our
business strategy by introducing new products into the markets in which we
operate, adopt quality assurance protocols and procedures, build our market
presence, and undertake further research and development.

Furthermore, COVID-19 still continues to have an impact on worldwide economic
activity, and the ongoing effects of the COVID-19 pandemic has adversely
impacted, and may continue to adversely impact, many aspects of our business.
Management implemented, and continues to make and implement, strategic cost
reductions, including reductions in employee headcount, vendor spending, and the
delaying certain expenses related to our drug development activities. To the
extent that we feel it is necessary and in the best interest of the Company and
our shareholders, we may also take further actions that alter our operations in
order to ensure the success of our business.

On April 15, 2020, we applied for a loan from JPMorgan Chase Bank, N.A., as
lender, pursuant to the Paycheck Protection Program (the "PPP") of the CARES Act
as administered by the U.S. Small Business Administration (the "SBA"). On April
17, 2020, the loan was approved, and we received proceeds in the amount of $2.9
million (the "PPP Loan"). On September 8, 2021, we received confirmation from
the Lender that the SBA approved our PPP Loan forgiveness application for the
entire PPP Loan, including all accrued interest to date. The forgiveness of the
PPP Loan was recognized as a gain on debt extinguishment in our financial
results for the year ended December 31, 2021.

The CARES Act also provides an employee retention credit, which is a refundable
tax credit against certain employment taxes of up to 70% of qualified wages up
to $10,000 paid to employees during each of the quarters ended March 31, 2021,
June 30,
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2021 and September 30, 2021. We determined that we qualify for the tax credit
under the CARES Act and filed our amended tax returns in March 2022. We expect
to receive $2.0 million of tax credits under the relief provisions.

Dans Octobre 2020nous avons conclu un accord de financement avec Premier financement d’assurance afin de financer une partie de nos polices d’assurance. Le montant financé a été 0,7 million de dollars et encouru des intérêts au taux de 3,60 %. Nous devions effectuer des versements mensuels de 0,1 million de dollars depuis novembre 2020 par
juillet 2021. Il n’y avait pas de solde impayé au 31 mars 2022.

Dans mutuelle santé ipsec Octobre 2021nous avons conclu un accord de financement avec Premier financement d’assurance afin de financer une partie de nos polices d’assurance. Le montant financé est 0,4 million de dollars et porte intérêt au taux de 4,17 %. Nous sommes tenus d’effectuer des versements mensuels de 45 000 $ depuis novembre 2021 par juillet 2022.


On December 8, 2020, we entered into a Common Stock Purchase Agreement ("SPA")
with Tumim Stone Capital, LLC ("Tumim"), pursuant to which Tumim committed to
purchase up to $10.0 million in shares of our common stock from time to time.
The SPA provides, among other things, that we may direct, every three trading
days, Tumim to purchase a number of shares of our common stock not to exceed an
amount determined based upon the trading volume and stock price of our shares.
Effective November 15, 2021, the Company and Tumim mutually agreed to terminate
the SPA. During the year ended December 31, 2021, we sold 10,021,804 shares of
common stock pursuant to the SPA and recognized proceeds of $4.4 million.

In November 2021, we entered into a Securities Purchase Agreement (the "November
2021 SPA"), in addition to certain other agreements, with an institutional
investor providing for the sale and issuance in series of registered direct
offerings of convertible promissory notes (each a "Note", and collectively, the
"Notes") in the aggregate original principal amount of up to $5.3 million. At
the initial closing of the offering, we sold and issued Notes in the aggregate
original principal amount of $1.06 million, which Notes mature on May 17, 2022.
The Notes had an original issue discount ("OID") of 6%, resulting in gross
proceeds to the Company of $1.0 million at the initial closing.

On March 25, 2022, we sold and issued additional Notes in the aggregate
principal amount of $1.06 million (the "Second Tranche"), which Notes were
offered pursuant to a prospectus supplement to the Company's shelf registration
statement Form S-3 (Registration No. 333-237772). The Notes issued in the Second
Tranche also have an OID of 6%, resulting in gross proceeds of the Company of
$1.0 million. The Notes issued in the Second Tranche mature on September 25,
2022.

The Notes bear no interest except upon the occurrence of an event of default.
After the occurrence of an event of default, the Notes will accrue interest at
the rate of 15% per annum; provided, however, that in the event that such event
of default is subsequently cured (and no other event of default then exists
(including, without limitation, for the Company's failure to timely pay such
interest at the default rate)), interest shall cease to accrue as of the day
immediately following the date of such cure.

Holders of certain of the Notes converted amounts payable under such Notes into
an aggregate of 8,598,572 shares of the Company's common stock at a weighted
average conversion price of $0.11 per share, resulting in a reduction of the
convertible note balance of $0.9 million through March 31, 2022. Subsequent to
March 31, 2022, holders of the convertible notes converted amounts payable under
such Notes into 1,559,428 shares of the Company's common stock at a weighted
average conversion price of $0.08 per share, resulting in a reduction of the
convertible note balance of $0.1 million.

Subsequent to March 31, 2022, the volume weighted average price ("VWAP") of the
Company's common stock was below $0.10 for more than 5 days, which constitutes a
price default in accordance with the November 2021 SPA. As a result, from the
date of such default and for so long as such default remains uncured, the Notes
will accrue interest at a rate of 15% per annum, and the holder now has the
right to require the Company to redeem all or any portion of the Notes
(including all accrued and unpaid interest and late charges thereon), in cash,
at a price not less than the face value of the Notes and a 10% redemption
premium, as determined in accordance with the terms of the Notes. The Company is
in communications with the holder of the Notes regarding (i) extending the
maturity date of those Notes sold and issued in November 2021, and (ii) the
price default, and anticipates to come to a mutually agreeable resolution
related thereto, although no assurances can be given.

On March 30, 2022, we entered into a Securities Purchase Agreement (the
"Purchase Agreement") with an institutional investor, pursuant to which we
agreed to issue and sell 700 shares of our preferred stock, which has limited
voting rights, including "supervoting" rights of 170,000 votes per share of
preferred stock on certain stockholder proposals, and warrants to purchase an
aggregate of 10,000,000 shares of Company common stock. Shares of the preferred
stock have a stated value of $1,000 per share and are convertible at any time
into an aggregate of 10,000,000 shares of common stock at a conversion price of
$0.07 per share. We received aggregate gross proceeds of $0.7 million before
deducting placement agent's fees and other offering expenses in connection with
this offering.

During the first quarter of 2019, we issued 2,950,000 Restricted Stock Units
("RSU's") to our founder, former President and Chief Executive Officer, Michael
Mona Jr. ("Mona Jr."). The vesting of the RSU's is treated as a taxable
compensation and thus
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subject to income tax withholdings. No amounts were withheld (either in cash or
the equivalent of shares of common stock from the vesting of the RSU's) or
included in our payroll tax filing at the time of vesting. During the year ended
December 31, 2020, we reported the taxable compensation associated with the RSU
release to the taxing authorities and included the amount in Mona Jr's W-2 for
2019. Although the primary tax liability is the responsibility of Mona Jr., we
are secondarily liable and thus have recorded the liability on our balance sheet
as of December 31, 2021. The liability may be relieved once the tax amount is
paid by Mona Jr. and the Company has received the required taxing authority
documentation from Mona Jr.. As of March 31, 2022, Mona Jr. has not provided us
with proof that he filed and paid his taxes for 2019. Refer to Note 11. Related
Parties and Note 8. Commitments and Contingencies to our condensed financial
statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

U.S. GAAP requires management to assess a company's ability to continue as a
going concern within one year from the financial statement issuance and to
provide related note disclosure in certain circumstances. Our financial
statements and notes have been prepared assuming the Company will continue as a
going concern. For the three months ended March 31, 2022 and year ended December
31, 2021, the Company generated negative cash flows from operations of $0.4
million and $7.5 million, respectively, and had an accumulated deficit of $81.7
million as of March 31, 2022. Management anticipates that the Company will be
dependent, for the near future, on additional investment capital to fund our
operations and growth initiatives. The Company intends to position itself so
that it will be able to raise additional funds through the capital markets,
issuance of debt, and/or securing lines of credit.

The Company's financial operating results and accumulated deficit, amongst other
factors, raise substantial doubt about the Company's ability to continue as a
going concern. The Company will continue to pursue the actions outlined above,
as well as work towards increasing revenue and operating cash flows to meet its
future liquidity requirements. However, there can be no assurance that the
Company will be successful in any capital-raising efforts that it may undertake,
and the failure of the Company to raise additional capital could adversely
affect its future operations and viability.

Un résumé de nos variations de flux de trésorerie pour les trois mois clos 31 mars 2022
et 2021 est fourni ci-dessous :

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