UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM
40-F



| ̈  |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934   
|-- |  | ---------------------------------------------------------------------------------------
|OR
|x  |  | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December
31, 2018










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





EMERALD
HEALTH THERAPEUITCS, INC.


(Exact Name of Registrant as Specified
in its Charter)



|British Columbia                                                                   |  | 2833                                              |  | N/A                                 
|---------------------------------------------------------------------------------- |  | ------------------------------------------------- |  | ------------------------------------
|(Province or other jurisdiction of incorporation or organization)                  |  | (Primary Standard Industrial Classification Code) |  | (I.R.S. Employer Identification No.)
|                                                                                   |  |                                                   |  |                                     
|210 – 800 West Pender Street                                                      
|Vancouver, British Columbia V6C 1J8                                               
|(800) 757-3536                                                                    
|(Address and Telephone Number of
        Registrant’s Principal Executive Offices)



|DL Services Inc.
        Columbia Center, 701 Fifth Avenue,
        Suite 1600
        Seattle, Washington 98104
        (206) 903-5448 | Copies to:
        Jason K. Brenkert
        Dorsey & Whitney LLP
        1400 Wewatta Street, Suite 400
        Denver, Colorado 80202-5549
        (303) 629-3400
|--------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)              



1.



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



Securities registered or to be 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





For
annual reports, indicate by check mark the information filed with this form:



xAnnual
Information FormxAudited
Annual Financial Statements







Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the
period covered by the annual report: As at December 31, 2018, 141,443,116common shares of the Registrant were issued and
outstanding.

Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
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.x Yes ̈No   
   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 ̈No   
  Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act .x Emerging growth company.   
  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. ̈





















EXPLANATORY NOTE



Emerald Health Therapeutics, Inc.
(the “Company” or the “Registrant”) is a Canadian issuer eligible to file its annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant
to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined
in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b),
14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder.



FORWARD-LOOKING STATEMENTS





This annual report on Form 40-F
and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements relate to future events or future performance, business prospects or opportunities
of the Company that are based on forecasts of future results, estimates of amounts not yet determined and assumptions of management
made in light of management's experience and perception of historical trends, current conditions and expected future developments.
All statements other than statements of historical fact may be forward-looking statements. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as "seek", "anticipate", "plan",
 "continue", "estimate", "expect", "may", "will", "project", "predict",
 "forecast", "potential", "targeting", "intend", "could", "might", "should",
 "believe" and similar expressions) are not statements of historical fact and may be "forward-looking statements".



Examples of forward-looking statements
in this annual report on Form 40-F and the exhibits attached hereto include, but are not limited to, statements in respect of:
the approval of Licence (as defined in the Company’s Annual Information Form (“AIF”), attached hereto as Exhibit
99.1) applications submitted to Health Canada; the Company's intention to significantly increase its production of cannabis and
cannabis oils through a multi-phase expansion plan; the building of a Health Canada licenced production facility to expand growing
capability; the development of the Joint Venture (as defined in the AIF) as a standalone entity; the complete 1.1 million square
foot space at the Delta 3 Facility (as defined in the AIF) in Delta, British Columbia being in full production in 2019; the rapid
and cost effective acceleration of cannabis production by the Joint Venture; the exercise by the Joint Venture of options to lease
or purchase additional greenhouses from Village Farms (as defined in the AIF); the potential aggregate production capacity of the
Delta 1 greenhouse and the Delta 2 Facility (as defined in the AIF) and Delta 3 Facility, all of which are located in Delta, British
Columbia; the use of the Credit Facility (as defined in the AIF) by the Joint Venture; the purchase by the Company of 40% of the
Joint Venture's production of cannabis cultivation during 2019 and 25% during 2020 through 2020; the expansion of the Company's operations in Richmond, British
Columbia and the costs associated with such expansion; the Company's expectation of requirements for quantities of CBD (as defined
in the AIF); payment of an additional $22.5 million in cash in respect of the acquisition of Verdélite and Verdélite
Holdings (each as defined in the AIF); the anticipated date that the Verdélite Facility will begin production, the expansion
cost, the size of the Verdélite Facility and its production of cannabis; the Company's expectation that the acquisition
of Verdélite will strengthen its ability to market products in Quebec and Eastern Canada; the high-yield production of the
Verdélite Facility; the expansion of Avalite's (as defined in the AIF) operations; the receipt of excise duty licences from
the Canada Revenue Agency; the Company's use of proceeds of financings; the quality, suitability for sale and cannabinoid concentration
in the hemp harvested through the supply agreement with EHH (as defined in the AIF); the suitability of infrastructure at the facility
of FTI (as defined in the AIF) and FTI's extraction of hemp biomass into CBD oil on behalf of the Company; the services to be provided
by FTI to the Company; the entering into of an exclusive agreement between EHN (as defined in the AIF) and FTI; the entering into
of definitive agreements with the Company's business partners; the approval of patent applications that have been submitted by
the Company; potential proceeds from the exercise of the Company's outstanding common share purchase warrants; the acceleration
by the Company of the expiry date of the Company's outstanding warrants; actions taken by the Company to maintain or adjust its
capital structure; increases to the Company's plant diversity and product offering; improvements to the Company's cultivation,
manufacturing and standardization processes; partnerships with professional organizations in connection with educating medical
doctors and other healthcare professionals about cannabis products; the development of distribution channels for non-medical cannabis
products in Canada; anticipated long-term future profitability of the Company; potential effects of regulations under the Cannabis
Act (as defined in the AIF) and related legislation introduced by provincial governments; the expected implementation of changes
to the Cannabis Act to allow the sale of edible cannabis products; the undertaking of clinical research to study the effects of
the Company's products on client health; the Company's longer term strategy of becoming a leading provider of quality products
for the broader adult recreational cannabis market; the ability of the Company to take advantage of the legalization of adult use
recreational cannabis; the Company's intentions to acquire and/or construct additional cannabis production and manufacturing facilities
and to expand the Company's marketing initiatives both in Canada and internationally; the Company building valuable intellectual
property in Canada which could lead to accelerated sales growth and profit margins; and future sales opportunities in other emerging
medical markets and the effect that each risk factor will have on the Company.











Forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those
anticipated in such forward-looking statements. The investor is cautioned that any such statements are not guarantees of future
performance and actual results or developments may differ materially from those projected in the forward-looking statements. These
forward-looking statements involve risks and uncertainties relating to, among others: the market price of cannabis; ability of
the Company to secure cannabis supply; continued availability of capital financing and general economic, market or business conditions;
reliance on licences to produce and sell cannabis and cannabis oils issued to the Company under the Cannabis Act and its ability
to maintain these licences; regulatory risks relating to the Company's compliance with the Cannabis Act; failure to obtain regulatory
approvals for expansion of the Company's current production facilities, development of new production facilities and greenhouse
retrofits by the Company and the Joint Venture; Avalite's reliance on its dealer licence issued to it under the CDSA (as defined
in the AIF) to provide analytical testing of cannabis and importation of CBD and its ability to maintain this licence; the Company's
ability to execute its multi-phase expansion plan and its plans with the Joint Venture; failure to execute a definitive agreement
with FTI; changes in laws, regulations and guidelines; changes in government; changes in government policy; increased competition
in the cannabis market in Canada and internationally; the limited operating history of the Company; the Company's reliance on key
persons; failure of counterparties to perform contractual obligations; failure to obtain additional financing; unfavourable publicity
or consumer perception of the Company and the cannabis industry; the impact of any negative scientific studies on the effects of
cannabis; demand for labour; difficulties in construction or in obtaining qualified contractors to complete expansion projects
and greenhouse retrofits; impact of any recall of the Company's products; actual operating and financial performance of facilities,
equipment and processes relative to specifications and expectations; results of litigation; the Company's ability to develop and
commercialize pharmaceutical or nutraceutical products; failure to obtain regulatory approval for pharmaceutical or nutraceutical
products; changes in the Company's over-all business strategy; stock exchange rules or policies which may restrict the Company's
business; and the Company's assumptions stated herein being correct.



This list is not exhaustive of the
factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking
statements are described further in the exhibits attached to this annual report on Form 40-F, including under the heading “Risk
Factors” in the Annual Information Form of the Company filed as Exhibit 99.1 to this annual report on Form 40-F, and
are incorporated by reference herein. Should one or more of these risks and uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those described in the forward-looking statements.



The Company believes that the
expectations reflected in any forward-looking statements are reasonable, but no assurance can be given that these expectations
will prove to be correct and such forward-looking statements included in this annual report on Form 40-F and the exhibits attached
hereto should not be unduly relied upon. These statements speak only as of the date of this annual report on Form 40-F and the
exhibits attached hereto. The Company does not intend, and does not assume any obligation, to update these forward-looking statements,
except as required by applicable laws. Actual results may differ materially from those expressed or implied by such forward-looking
statements



NOTE
TO UNITED STATES READERS-

DIFFERENCES IN UNITED STATES AND
CANADIAN REPORTING PRACTICES



The Company is permitted, under
the multi-jurisdictional disclosure system adopted by the United States Securities and Exchange Commission (the “SEC”),
to prepare this annual report in accordance with Canadian disclosure requirements, which differ from those of the United States.
The Company has prepared its consolidated financial statements, which are filed as Exhibit 99.2 to this annual report on
Form 40-F, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board
(“IFRS”) and they are not comparable to financial statements of United States companies.











CURRENCY



Unless otherwise indicated, all dollar amounts in this annual report on Form 40-F are in Canadian dollars.
The exchange rate of Canadian dollars into United States dollars, on December 31, 2018, based upon the noon exchange rate
as quoted by the Bank of Canada, was Cdn.$1.00 = US.$0.7330.



ANNUAL INFORMATION FORM



The Company’s AIF for the
fiscal year ended December 31, 2018 is filed as Exhibit 99.1 to this annual report on Form 40-F and is incorporated by reference
herein.



AUDITED ANNUAL FINANCIAL STATEMENTS



The audited consolidated financial
statements of the Company for the years ended December 31, 2018 and 2017, including the report of the independent auditor with
respect thereto, are filed as Exhibit 99.2 to this annual report on Form 40-F and are incorporated by reference herein.



MANAGEMENT’S DISCUSSION
AND ANALYSIS



The Company’s management’s
discussion and analysis for the fiscal year ended December 31, 2018 (“MD&A”) is filed as Exhibit 99.4 to
this annual report on Form 40-F and is incorporated by reference herein.



TAX MATTERS



Purchasing, holding, or disposing
of the Company’s securities may have tax consequences under the laws of the United States and Canada that are not described
in this annual report on Form 40-F.



CONTROLS AND PROCEDURES



Disclosure Controls and Procedures



At the end of the period covered by this annual report on Form 40-F for the fiscal year ended December
31, 2018, an evaluation was carried out under the supervision of, and with the participation of, the Company’s management,
including its Principal Executive Officer (PEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation
of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon that evaluation,
the Company’s PEO and CFO have concluded that the Company’s disclosure controls and procedures were effective to give
reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the
Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and
forms, and (ii) accumulated and communicated to management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



Management’s Report on
Internal Control over Financial Reporting



This annual report on Form 40-F
does not include a report of management’s assessment regarding internal control over financial reporting due to a transition
period established by rules of the SEC applicable to newly public companies.



Auditor’s Attestation Report



This annual report on Form 40-F
does not include an attestation report of our independent registered public accounting firm regarding internal control over financial
reporting due to a transition period established by rules of the SEC applicable to newly public companies. As an “emerging
growth company”, we are also exempt from providing an attestation report of our independent registered public accounting
firm regarding internal control over financial reporting.











Changes in Internal Control over
Financial Reporting



There have been no changes in internal
control over financial reporting that occurred during the fiscal year ended December 31, 2018 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.



AUDIT COMMITTEE



The Company’s Board of Directors has a separately designated standing Audit Committee. The Company’s
audit committee consists of Punit Dhillon, Bob Rai and Avtar Dhillon, MD. Mr. Punit Dhillon and Mr. Bob Rai are independent of
the Company and Avtar Dhillon, MD is not considered to be independent of the Company as he is the President and Executive Chairman
on the Company, and the Chief Executive Officer and Executive Chairman of Sciences, which is a controlling shareholder of the Company.
Mr. Punit Dhillon is the Chairman of the Audit Committee.



Audit Committee Financial Expert



The Company’s Board of Directors has determined that Mr. Punit Dhillon qualifies as a financial
expert (as defined in Item 407 (d)(5)(ii) of Regulation S-K under the Exchange Act) and is independent (as determined under Exchange
Act Rule 10A-3 and section 303A.02 of the NYSE Listed
Company Manual).



PRINCIPAL ACCOUNTING FEES AND
SERVICES – INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The following table shows the aggregate
fees billed to the Company by Deloitte LLP, the Company’s independent registered public auditing firm, in each of the last
two years.





|                      |  | 2018 |         |  | 2017 |  
|--------------------- |  | ---- | ------- |  | ---- | -
|Audit Fees (1)        |  | $    | 303,500 |  |      | $
|Audit Related Fees(2) |  | $    | Nil     |  |      | $
|Tax Fees (3)          |  | $    | 29,225  |  |      | $
|All other fees (4)    |  | $    | Nil     |  |      | $
|Total*                |  | $    | 332,725 |  |      | $





* All amounts are expressed in Canadian dollars



| | (1) | The aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company’s external
auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The aggregate fees billed in each of the last two fiscal years for assurance and related servicesby the Company’s external auditor that are reasonably related to the performance of the
audit or review of the Company’s financial statements and are not reported under Audit Fees.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The aggregate fees billed in each of the last two fiscal years for professional services rendered by the company’s external
auditor for tax compliance and tax advice.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | The aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s external
auditor, other than the services reported under clauses 1, 2 and 3 above.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











PRE-APPROVAL OF AUDIT AND NON-AUDIT
SERVICES PROVIDED BY
INDEPENDENT REGISTERD PUBLIC ACCOUNTING FIRM



The Audit Committee pre-approves
all audit services to be provided to the Company by its independent auditors. Non-audit services that are prohibited to be provided
to the Company by its independent auditors may not be pre-approved. In addition, prior to the granting of any pre-approval, the
Audit Committee must be satisfied that the performance of the services in question will not compromise the independence of the
independent auditors. All non-audit services performed by the Company’s auditor for the fiscal year ended December 31,
2018 were pre-approved by the Audit Committee of the Company. No non-audit services were approved pursuant to the de minimis
exemption to the pre-approval requirement.



OFF-BALANCE SHEET TRANSACTIONS



The Company does not have any off-balance
sheet financing arrangements or relationships with unconsolidated special purpose entities.



CODE OF ETHICS



The Company has adopted a Code of
Business Conduct and Ethics (the “Code”) that applies to all the Company’s directors, executive officers and
employees, which is available on the Company’s website at www.emeraldhealth.ca and in print to any shareholder who requests
it. The Code meets the requirements for a “code of ethics” within the meaning of that term in General Instruction 9(b)
of Form 40-F.



All amendments to the Code, and
all waivers of the Code with respect to any of the officers covered by it, will be posted on the Company’s website, www.emeraldhealth.ca
within five business days of the amendment or waiver and provided in print to any shareholder who requests them. During the fiscal
year ended December 31, 2018, the Company did not substantively amend, waive or implicitly waive any provision of the Code with
respect to any of the directors, executive officers or employees subject to it.



CONTRACTUAL
OBLIGATIONS



The following table lists as of
December 31, 2018 information with respect to the Company’s known contractual obligations.





|Payments due by period (in thousands of dollars)                            
|----------------------------------------------------------------------------
|Contractual Obligations                                                     
|                                                                            
|Long term debt obligations                                                  
|Finance lease obligations                                                   
|Purchase obligations                                                        
|Purchase obligations                                                        
|Other long-term liabilities reflected on the statement of financial position
|Total                                                                       















NOTICES PURSUANT TO REGULATION BTR



There were no notices required by
Rule 104 of Regulation BTR that the Registrant sent during the year ended December 31, 2018 concerning any equity security subject
to a blackout period under Rule 101 of Regulation BTR.



EMERGING GROWTH COMPANY STATUS



The Company qualifies as an “emerging
growth company” as defined in Section 101 of the Jumpstart our Business Startups Act as the Company does not have more than
$1,070,000,000 in annual gross revenue and did not have such amount as of December 31, 2018, being the last day of our last fiscal
year.



The Company may lose its status
as an emerging growth company on the last day of its fiscal year during which (i) its annual gross revenue exceeds $1,070,000,000
or (ii) the Company issues more than $1,000,000,000 in non-convertible debt in a three-year period. The Company will lose its status
as an emerging growth company if at any time it is deemed to be a large accelerated filer. The Company will lose its status as
an emerging growth company on the last day of its fiscal year following the fifth anniversary of the date of the first sale of
common equity securities pursuant to an effective registration statement (March 15, 2019).



As an emerging growth company, the
Company is exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002.



MINE SAFETY DISCLOSURE



Not Applicable.



UNDERTAKING



The Company undertakes to make available,
in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when
requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities
in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.



CONSENT TO SERVICE OF PROCESS



The Company filed an Appointment
of Agent for Service of Process and Undertaking on Form F-X with the SEC on February 20, 2019, with respect to the class of
securities in relation to which the obligation to file this annual report on Form 40-F arises. Any change to the name or address
of the agent for service of process will be communicated promptly to the SEC by amendment to Form F-X referencing the Company’s
file number.













EXHIBIT INDEX



The following exhibits have been filed as part of this
annual report on Form 40-F:



|Exhibit            |  | Description                                                                                                                   
|------------------ |  | ------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                               
|Annual Information
|                  
|99.1.              |  | Annual Information Form of the Company for the year ended December 31, 2018                                                   
|99.2.              |  | The following audited consolidated financial statements of the Company, are exhibits to and form a part of this annual report:
|                   |  | Independent Registered Public Accounting Firm’s Report on Consolidated Financial Statements                                   
|                   |  | Consolidated Statements of Financial Position as of December 31, 2018 and 2017                                                
|                   |  | Consolidated Statements of Loss and Comprehensive Loss for the year ended December 31, 2018 and December 31, 2017             
|                   |  | Consolidated Statements of Changes in Equity for the years ended December 31, 2018 and December 31, 2017                      
|                   |  | Consolidated Statements of Cash Flow for the years ended December 31, 2018 and December 31, 2017                              
|                   |  | Notes to Consolidated Financial Statements                                                                                    
|99.3.              |  | Management’s Discussion and Analysis for the year ended December 31, 2018                                                     



|Certifications
|--------------
|              
|99.4.         
|99.5.         
|99.6.         
|99.7.         
|              
|Consents      
|              
|99.8.         













SIGNATURES



Pursuant to
the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and
has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.



| | EMERALD HEALTH THERAPEUTICS, INC.
| | ---------------------------------
| |                                  
| | By:                              
| | Name:                            
| | Title:                           



Date: April 30,
2019