UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 20-F/A

(Amendment No. 1)



|o                                                   |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|--------------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|OR                                                 
|x                                                   |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934          
|                                                    |  |                                                                                               
|For fiscal year ended                              
|December 31, 2019                                  
|                                                    |  |                                                                                               
|OR                                                 
|o                                                   |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934      
|For the transition period from ____ to
        ____
|OR                                                 
|o                                                   |  | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   
|Date of event requiring this
shell company report: 



|Commission file
number: 333-229744
|----------------------------------







|
|



EMERALD HEALTH THERAPEUTICS, INC.

|
|

(Exact name of Registrant as specified in
its charter)



Province of British Columbia, Canada



|
|

(Jurisdiction of incorporation or organization)



Suite 210, 800 West Pender Street, Vancouver,
British Columbia, V6C 1J8



|
|

(Address of principal executive offices)



Riaz Bandali

Suite 210, 800 West Pender Street, Vancouver,
British Columbia, V6C 1J8

Tel: (800) 757-3536

E-mail: info@emeraldhealth.ca

|
|

(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)



Securities registered pursuant to Section
12(b) of the Act: None





Securities registered pursuant to Section
12(g) of the Act: None



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:  Common Shares, no par value



Indicate the number of outstanding shares
of each of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report:
160,986,373 common shares as at December 31, 2019



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o
No ý



If this report is an annual or
transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934. Yes o No ý



Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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. Yes ýNo o



Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted 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 such files).  Yes
ý No o



Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.  See definition
of “large accelerated filer,” “accelerated filer,” and “emerging growth company in Rule 12b-2 of
the Exchange Act.  (Check one)





|Large accelerated filer o | Accelerated filer o | Non-accelerated filer x  
|------------------------- | ------------------- | -------------------------
|                          |                     | Emerging growth company x



If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, 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. o



Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:



|US GAAP | International Financial Reporting Standards as issued  by the International Accounting Standards Board | Other
|------- | ------------------------------------------------------------------------------------------------------ | -----
|o       | x                                                                                                      | o    



If “Other” has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant has elected to follow:



Item 17 o                      Item
18  o



If this is an annual report, indicate by
check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o
No ý


















EXPLANATORY NOTE



This Amendment No. 1 to Form 20-F (this
"Amendment") is being filed to amend the annual report on Form 20-F for the fiscal year ended December
31, 2019 (the "Annual Report") filed by Emerald Health Therapeutics Inc. (the "Company") on June
10, 2020. The Company is filing this Amendment to add disclosure that, in relation to filing the original Annual Report, the
Company relied on the order of the U.S. Securities and Exchange Commission (the "SEC") issued under Section 36
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), dated March 4, 2020 (Release No. 34-88318),
as modified and superseded by the SEC order issued on March 25, 2020 (Release No. 34-88465) (collectively, the "Order"),
for an extension of the original due date for the Annual Report. The Company made the original filing on June 10, 2020, within
45 days after the original due date of April 30, 2020, as permitted under the Order. The disclosure under the heading "Reliance
on SEC Order" below is hereby added as an explanatory note at the beginning of Part I.



In addition, as required by Rule 12b-15
under the Exchange Act, new certifications by the Company's principal executive officer and principal financial officer are filed
herewith as exhibits to this Amendment, under Item 19 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Since
no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect
to Item 15 (Controls and Procedures), paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including
the certifications required under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906
of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.



Other than as expressly set forth herein,
this Amendment does not, and does not purport to, amend, update or restate the information in the original filing of the Annual
Report or reflect any events that have occurred after the original filing was made. Information not affected by this Amendment
remains unchanged and reflects the disclosures made at the time as of which the original filing was made. No changes have been
made to the financial statements of the Company as contained in the original filing of the Annual Report. Accordingly, this Amendment
should be read together with the original filing of the Annual Report and the Company's other filings with the SEC.



RELIANCE ON SEC ORDER



The Company hereby notes that it has relied
on the Order in delaying the filing of its Annual Report until June 10, 2020. As previously disclosed in a Report of Foreign Private
Issuer on Form 6-K furnished by the Company to the SEC on April 30, 2020 (the "COVID Form 6-K"), the
Company required additional time to file the Annual Report due to circumstances related to the COVID-19 pandemic. As
described in the COVID Form 6-K, as a result of the outbreak and spread of COVID-19, the provincial governments where the Company
operates had and have declared states of emergency and employed orders around essential services and social distancing measures.
In order to avoid the risk of the spread of the virus causing COVID-19, the Company was and is following the recommendations of
local health authorities to minimize exposure risk for its employees, including the temporary closures of its corporate offices
in Canada, in compliance with local rules, orders, ordinances and laws. As such, the Company adopted a remote working model for
its non-operational staff, which adversely affected the finance and accounting team’s efficiency and presented a significant
challenge in preparing and finalizing its audited financial statements and disclosures in a timely manner. The limited availability
of internal and external support delayed the Company's ability to file the Annual Report until June 10, 2020.



2







ITEM 19. EXHIBITS.



The following exhibits
are filed as part of this amended annual report on Form 20-F/A:



|EXHIBIT
        NUMBER | DESCRIPTION                                                                                         
|---------------------- | ----------------------------------------------------------------------------------------------------
|                       | Certifications                                                                                      
|12.1                   | Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|12.2                   | Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





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SIGNATURES



The Registrant hereby certifies that it
meets all of the requirements for filing on Form 20-F/A and has duly caused and authorized the undersigned to sign this Amendment
to the Annual Report on its behalf.



Date: August 3,
2020



EMERALD HEALTH
THERAPEUTICS, INC.



|/s/ Riaz Bandali        |  | /s/ Jenn Hepburn       
|----------------------- |  | -----------------------
|Riaz Bandali            |  | Jenn Hepburn           
|Chief Executive Officer |  | Chief Financial Officer



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