Item 7.01 Regulation FD Disclosure
On
The information set forth under Item 7.01 of this Report, including Exhibit 99.3 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 99.3, 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 Report will not be deemed an admission as to the materiality of any information in this Report that is required to be disclosed solely by Regulation FD.
Item 8.01 Other Events
On
The settlement, if approved by the court, will resolve all claims that were or could have been asserted in the foregoing litigation. The Company and other named defendants denied, and continue to deny, any liability or wrongdoing in connection with the allegations contained in the foregoing lawsuits. The proposed settlement agreement contemplates the implementation by the Company of certain corporate reforms within 60 days of final approval. The Company currently anticipates that plaintiff's counsel will file a motion seeking an award of attorney's fees.
Pursuant to the Order granting preliminary approval, the Company is publishing the Notice of Settlement (the "Notice") and the Stipulation to its website at https://ir.cvsciences.com/governance-docs for review by investors. The contents of the Company's website shall not be deemed to be incorporated by reference into this Report.
The foregoing descriptions of the Stipulation and Notice do not purport to be complete and are qualified in their entirety by reference to the full text of the Stipulation and Notice, which are filed as Exhibits 99.1 and 99.2, respectively, to this Report and incorporated herein by reference.
Forward-Looking Statements
This Report, including the exhibits attached hereto, contain forward-looking statements. Investors are cautioned that statements in this Report regarding: (i) the Stipulation, (ii) the settlement process, (iii) the impact of such settlement, including related activities, approvals and payments, and (iv) other statements that are not historical facts, constitute forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Stipulation and Agreement of Settlement, dated June 1, 2022 99.2 Notice of Proposed Settlement, dated February 7, 2023 99.3 Press Release, dated March 2 , 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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