**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-Q/A**

 

(Mark One)

 

| **x**  | **QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|--------|---------------------------------------------------------------------------------------|
|   |                                                                                  |
|   | For the quarterly period ended **June 30, 2018**                                      |

 

**or**

 

|  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|------------------------------------------------------------------------------------------|
|   |                                                                                     |
|   | For the transition period from ___________ to ___________                                |

 

Commission File Number: **000-55136**

 

| **Nemus Bioscience, Inc.**                             |
|--------------------------------------------------------|
| (Exact name of registrant as specified in its charter) |

 

| **Nevada**                                                      |   | **45-0692882**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction

of incorporation or organization) |   | (I.R.S. Employer

Identification No.) |

 

| **130 North Marina Drive, Long Beach, CA 90803**    |
|-----------------------------------------------------|
| (Address of principal executive offices) (Zip Code) |

 

| **(949) 396-0330**                                         |
|------------------------------------------------------------|
| (Registrant’s telephone number, including area code) |

 

**____________________________________________**

(Former name or former address, if changed since last report)

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes  o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes  o No

 

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer                       | o                       | Accelerated filer         | o |
|-----------------------------------------------|-------------------------|---------------------------|---|
| Non-accelerated filer                         |  ̈                  | Smaller reporting company | x |
| (Do not check if a smaller reporting company) | Emerging growth company | x                         |

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes  x No

 

As of August 9, 2018, there were 133,345,080 shares of the issuer’s $0.001 par value common stock issued and outstanding.

 

    

 

**Explanatory Note**

 

This amendment (Form 10-Q/A) is being provided for the sole purpose of amending the original Form 10-Q for the period ended June 30, 2018, as filed on August 10, 2018, to correct the number of shares of common stock issued and outstanding as of August 9, 2018. The cover page of the original Form 10-Q inadvertently misstated the number of shares of common stock outstanding as of August 9, 2018 to be 132,701,579. The actual number of shares of common stock outstanding as of that date was 133,345,080.

 

No other changes have been made to the Form 10-Q. This Form 10-Q/A does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-Q. 

 

 

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