**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**Amendment No. 1**

**FORM 10-K**

 

**x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

For the fiscal year ended **December 31, 2018**

 

** ̈ 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**

 

| **Emerald 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)        |

 

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

 

Securities registered pursuant to Section 12(b) of the Act: 

 

| Title of each class: |   | Name of each exchange on which registered: |
|----------------------|--------|--------------------------------------------|
| **None**             |   | **None**                                   |

 

Securities registered pursuant to Section 12(g) of the Act:

 

**Common Stock, Par Value $0.001**

(Title of Class) 

 

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

 

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ̈ Yes     x No

 

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. 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). x Yes      ̈ No

 

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

 

| Large accelerated filer |  ̈                  | Accelerated filer         |  ̈ |
|-------------------------|-------------------------|---------------------------|--------|
| Non-accelerated filer   | x                       | Smaller reporting company | x      |
|                         | Emerging growth company |  ̈                    |

 

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.  ̈

 

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

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $16,326,892 of June 29, 2018, based upon the closing price of $0.28 per share of the registrant’s common stock on the OTCQB on June 29, 2018, the last business day of the registrant’s most recently completed second fiscal quarter. 

 

As of March 13, 2019, there were 133,907,747 shares of the registrant’s common stock issued and outstanding.

 

    

**EXPLANATORY NOTE**

 

This Amendment No. 1 to Annual Report on Form 10-K is being filed to update disclosures in the Beneficial Ownership table under Item 12 in Part III to reflect securities issuable upon conversion of outstanding advances under the Multi Draw Credit Agreement dated October 5, 2018 between the Company and Emerald Health Sciences Inc., a 5% holder, which were inadvertently excluded from the calculations. No other changes have been made to the Form 10-K originally filed on March 14, 2019.

 

 2  

 

**PART I**

 

**Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.**

 

**Securities Authorized for Issuance under Equity Compensation Plans.** The table below includes the following information as of December 31, 2018 for the Nemus Bioscience, Inc. 2014 Omnibus Incentive Plan. Shares available for issuance under the 2014 Omnibus Incentive Plan can be granted pursuant to stock options, stock appreciation rights, restricted stock, restricted stock unit awards, performance awards and other stock-based or cash-based awards, as selected by the plan administrator. For additional information about the 2014 Omnibus Incentive Plan, refer to Note 6 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 

 

| **Equity Compensation Plan Information**                       |
|----------------------------------------------------------------|
| **Plan category**                                              |   | **Number of**

**shares of**

**common**

**stock to be**

**issued upon**

**exercise of outstanding**

**options,**

**warrants**

**and rights**

**(a)** |   |   | **Weighted-**

**average**

**exercise**

**price of**

**outstanding**

**options,**

**warrants and**

**rights**

**(b)** |   |   | **Number of**

**shares of**

**common stock remaining**

**available for**

**future issuance under equity compensation**

**plans (excluding shares of**

**common stock reflected**

**in column****(a))**

**(c)** |   |
| Equity compensation plans approved by security holders         |   |   | 2,405,000 |   |   | $ | 0.33 | ** ** |   |   | 9,142,273 |   |
| Equity compensation plans not approved by security holders (1) |   |   | 1,195,073 |   |   |   | 0.245 |   |   |   | -- |   |
| **Total**                                                      |   | ** ** | **3,600,073** | ** ** |   | **$** | **0.302** | ** ** |   | ** ** | **9,142,273** | ** ** |

______________ 

| (1) | Reflects 1,195,073 shares of common stock issuable upon exercise of stock options granted to Mr. Cesario with an exercise price equal to $0.245 pursuant to a Stock Option Agreement. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**Security Ownership of Certain Beneficial Owners and Management**

 

The following table sets forth certain information with respect to beneficial ownership of our common stock, by:

 

|   | · | Each person known to be the beneficial owner of 5% or more of our outstanding common stock; |
|--------|--------|---------------------------------------------------------------------------------------------|
|   | · | Each executive officer;                                                                     |
|   | · | Each director; and                                                                          |
|   | · | All of the executive officers and directors as a group.                                     |

 

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

 

The information set forth in the table below is based on 133,907,747 shares of our common stock issued and outstanding on March 13, 2019.

 

To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Unless otherwise indicated, the address of each beneficial owner listed below is 130 North Marina Drive, Long Beach, CA 90803.

 

 3  

 

| **Name and Address of Beneficial Owner**                    |   | **Amount**

**and Nature of**

**Beneficial**

**Ownership** |      | **Percent**

**of Class** |   |
|-------------------------------------------------------------|--------|--------------------------------------------------------------|-----------|---------------------------|--------|
|                                                        |   |                                                         |      |                      |   |
| Emerald Health Sciences Inc. (1)                            |   | 129,063,778                                                  | (2)  |                      | 68.0   | % |
|                                                        |   |                                                         |      |                      |   |   |
| Dr. Brian S. Murphy                                         |   | 1,799,000                                                    | (3)       |                      | 1.3    | % |
|                                                        |   |                                                         |      |                      |   |   |
| Doug Cesario                                                |   | 1,186,716                                                    | (4)       |                           | *      | % |
|                                                        |   |                                                         |      |                      |   |   |
| Avtar Dhillon                                               |   | 583,333                                                      | (5)       |                           | *      | % |
|                                                        |   |                                                         |      |                      |   |   |
| Punit Dhillon                                               |   | 116,667                                                      | (6)       |                           | *      | % |
|                                                        |   |                                                         |      |                      |   |   |
| Jim Heppell                                                 |   | 116,667                                                      | (7)       |                           | *      | % |
|                                                        |   |                                                         |      |                      |   |   |
| All executive officers and directors as a group (5 persons) |   | 3,802,383                                                    |      |                      | 2.8    | % |

__________

| * | Denotes less than 1% of our outstanding shares of common stock. |
|---|-----------------------------------------------------------------|

 

| (1) | The address of this entity is Office 8262, The Landing, 200 – 375 Water St., Vancouver, British Columbia, Canada V6B 0M9.                                                                                                                                                                                                                               |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                          |
| (2) | Includes (i) 73,153,917 shares of Common Stock, (ii) 45,800,000 shares of Common Stock issuable upon exercise of warrants, and (iii) 10,109,861 shares of Common Stock issuable upon conversion of outstanding advances and accrued interest under the Multi Draw Credit Agreement dated October 5, 2018 between the Company and Emerald Health Sciences Inc. |
|     |                                                                                                                                                                                                                                                                                                                                                          |
| (3) | Includes (i) 655,000 shares of common stock underlying options granted to Brian S. Murphy, all of which 524,000 may be exercised within 60 days of March 13, 2019, (ii) 375,000 shares of fully vested restricted stock and (iii) 900,000 shares of restricted stock subject to 50% vesting on each of January 18, 2019 and January 18, 2020.                 |
|     |                                                                                                                                                                                                                                                                                                                                                          |
| (4) | Includes (i) 1,195,073 shares of common stock underlying options granted to Mr. Cesario, 543,215 of which may be exercised within 60 days of March 13, 2019, and (ii) 643,501 shares of restricted stock subject to vesting.                                                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                          |
| (5) | Includes 1,000,000 shares of common stock underlying options, of which 583,333 may be exercised within 60 days of March 13, 2019.                                                                                                                                                                                                                             |
|     |                                                                                                                                                                                                                                                                                                                                                          |
| (6) | Includes 200,000 shares of common stock underlying options, of which 116,667 may be exercised within 60 days of March 13, 2019.                                                                                                                                                                                                                               |
|     |                                                                                                                                                                                                                                                                                                                                                          |
| (7) | Includes 200,000 shares of common stock underlying options, of which 116,667 may be exercised within 60 days of March 13, 2019.                                                                                                                                                                                                                               |

 

**Changes in Control**

 

Our management is not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.

 

 4  

 

**PART IV**

 

**Item 15. Exhibits, Financial Statement Schedules.******

 

**The following exhibits are filed with this Annual Report on Form 10-K.**

 

| **Exhibit**

**Number** |   | **Description of Exhibit**                                                                                                                             |
|-------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1*                   |        | Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934                                |
| 31.2*                   |   | Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934                                |
| 32.1***                 |   | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2***                 |   | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |

______________

* Filed Herewith

*** Furnished Herewith

 

 5  

 

**SIGNATURES**

 

**Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.**

 

|         | **Emerald Bioscience, Inc.**

**a Nevada corporation** |                                                            |
|--------------|--------------------------------------------------------|------------------------------------------------------------|
|              |                                                        |                                                            |   |
| May 29, 2019 | By:                                                    | /s/ *Brian S. Murphy*                                      |  |
|              |                                                   | Brian S. Murphy                                            |  |
|              | Its:                                                   | Chief Executive Officer, Chief Medical 

Officer, Director |  |
|              |                                                   | (Principal Executive Officer)                              |  |

 

 6