CV Sciences, Inc. ($CVSI)

[Audio Gap] i have at this meeting a complete list of stockholders of record of the company's common stock on April 6, 2026, and the record date for this meeting fixed by the Board for determining the shareholders entitled to vote at this meeting. I also have an affidavit certifying that the notice of Internet availability of proxy materials for the annual meeting were deposited in the United States mail to all stockholders of record or by designated company authorization through traditional banks and broker searching referred to as beneficial owner and all material requested by broker intermediaries were counted and set for distribution, including spoilage on or about April 16, 2026.

Thank you. At this time, I am appointing Mr. Grasser to act as Inspector of Election at this meeting. Mr. Grasser has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. His function is to decide upon the qualifications of voters present at this meeting accept their votes and when balloting on all matters is completed, to tally the final votes. Will the Secretary please report at this time with respect to the existence of a quorum? .

I have been informed that proxies have been received for 116,234,784 million of the 193458,420 shares of common stock outstanding on the record date, which represents approximately 60.1% of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.

On the basis of Mr. Gresser's report, the meeting is duly convened. We will now proceed with the formal business of this meeting. As stated in the notice, there are 4 proposals to be considered by the stockholders at this meeting, of which Three of the 4 proposals are stated in the notice. And the final fourth proposal is to consider and act upon such other business as may properly be brought before this meeting, or any adjournments or postponements thereof. No additional business or proposal has been proposed. The first item of business is the election of 3 directors to serve until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified. Subject to prior death, resignation or removal. The nominees for directors are: Dr. Jamie Corroon; Bill McCorkle; and Joseph Dowling. I declare the nominations for directors closed. The second item of business is to approve an amendment to the company's certificate of incorporation as amended to effect at the discretion of our Board of Directors, a reverse stock split of all of our issued and outstanding shares of common stock at a ratio of not less than 1 for 10 and not greater than 1 for 800 such ratio to be determined by our Board of Directors at any time before May 30, 2029 without further approval or authorization of our stockholders. The third item of business is the ratification of the selection by the company's Board of Directors of Haskell & White LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The Secretary will now describe the voting procedures. Voting is by proxy only. Stockholders are able to cast the votes using the methods at force in the notice and/or proxy card received in the mail. There is no voting during this virtual meeting. Each share of common stock is entitled to 1 vote. The time is now 10:06 a.m. Pacific Standard Time and support are now closed for voting. May we have the preliminary results of the voting. The report of the Inspector of Election covering the proposals presented at this meeting is as follows: Dr. Jamie Caron Bill McCarter and Joseph Dowling have been elected as directors of the company by the stockholders. Proposal #2 has not passed. The company's Certificate of Incorporation as amended will not be amended to effect at the discretion of our Board of Directors, a reverse stock split of all of our issued and outstanding shares of common stock at a ratio of not less than 1 for 10 and not greater than 1 for 800 such ratio to be determined by our Board of Directors at any time before May 30, 2029, without further approval or authorization of our stockholders. The appointment of Husky and White as independent auditors for the fiscal year December 31, 2026, has been ratified. A full ally of the votes received will be published in our current report on Form 8-K, which will be filed with the Securities and Exchange Commission on or before June 5, 2026. If you have any questions or inquiries, please contact us at [email protected], and we are happy to schedule follow-up communication with you. Is there any opposition to adjournment? We will now move to adjourn the meeting. After the adjournment, we will provide a brief overview of the company's recent business activities. Thank you to everyone who joined our virtual meeting today. I would like to take a few moments to discuss the current regulatory environment, its potential impact on our industry and the strategic initiatives we are pursuing to remain competitive and create long-term shareholder value. As we discussed during our fiscal 2025 4th quarter earnings call, the November 2025 Appropriations Act could have significant implications for the hemp industry. While we believe it could serve as a catalyst for much needed regulatory clarity, if enacted without modifications, it would require us to pivot away from certain products resulting in revenue headwinds. Given the uncertainty, we are actively preparing for several potential outcomes. The first scenario is the delay in implementation of the 2025 Appropriations Act to allow for more time for the industry and Congress to pass legislation to govern the hemp industry. While this would largely preserve the status quo in the near term, it would also extend the industry's regulatory uncertainty. Under this scenario, we would expect continued revenue pressure as consumers, retailers and operators navigate an unresolved federal framework. The second scenario is that the Appropriations Act is superseded by a comprehensive federal regulatory framework for hemp-derived products. We believe this represents the most favorable outcome for the industry. Clear federal regulations would provide a foundation for sustainable growth while addressing long-standing challenges such as mislabeled products, marketing practices, targeting miners and inconsistent compliance with good manufacturing practices. Greater regulatory certainty would create a healthier and more responsible marketplace for consumers and industry participants alike. The third scenario is that the 2025 Appropriations Act is implemented substantially as written. In that case, we would need to transition away from a significant portion of our current product portfolio, which would negatively impact revenue in the near term. In addition, in the absence of federal guidelines, numerous states are enacting restrictive legislation for the hemp industry that will also result in revenue challenges for the industry. Regardless of which federal scenario unfolds, our strategic priorities remain consistent. First, we will continue to maintain strict discipline over our cost structure and operational efficiency. Over the past several years, we have streamlined our organization and significantly improved operating performance, bringing the company to near breakeven operating levels. preserving and enhancing these efficiencies will remain a key focus. Second, we will continue to invest aggressively in product innovation. We will develop and launch hemp-derived products that comply with applicable federal and state regulations while continuing to adapt our portfolio as the regulatory landscape evolves. At the same time, we are expanding our focus beyond cannabinoids through our Plus Health brand. We believe our growing portfolio of non-cannabinoid health and wellness products can help diversify revenue streams, leverage our existing infrastructure and reduce our exposure to potential regulatory changes affecting the hemp industry. These products are expected to contribute to long-term organic growth and strengthen our position in the broader health and wellness market. We also intend to expand selectively into international markets through our European subsidiary Cultured Foods. Culture Foods remains an important component of our long-term strategy. In addition to its manufacturing and distribution capabilities, it provides valuable in-region production capacity for European and global markets. We expect Culture Foods to play an increasingly important role in new product launches beginning in 2026 and to support further expansion opportunities in 2027 and beyond. Finally, we continue to believe the hemp industry remains highly fragmented and that further consolidation is likely necessary to create a stronger and more sustainable competitive landscape. Over the past 2 years, we successfully completed the acquisitions of cultured Foods and elevated softgels, both of which enhanced our -- have enhanced our scale diversified our capabilities and improved operational efficiency. We continue to evaluate additional acquisition and partnership opportunities that align with our strategic and financial objectives and we remain actively engaged with our advisers as we assess opportunities to create long-term value. In summary, while industry challenges and regulatory uncertainty remains, we are positioning the company to adapt, diversify and grow. We have streamlined our operations, strengthened our cost structure, expanded our capabilities and built a lean, scalable organization that is prepared to navigate a variety of market conditions. Our strategy is designed to provide the flexibility necessary to respond to regulatory developments while pursuing new growth opportunities through product innovation, in-house manufacturing, international expansion and strategic acquisitions. We believe the actions we have taken over the past several years have positioned the company for long-term success. As consolidation continues across both the hemp and cannabis industries, we intend to remain an active participant where opportunities create strategic and financial value. Most importantly, we are confident in our ability to compete in the broader health and wellness market and to deliver long-term value for our shareholders through disciplined execution of our strategy. Thank you again for participating in our annual meeting and for your continued support of the company. Have a great day.

This concludes today's conference. We thank you for your participation.