Item 1.01 Entry into a Material Definitive Agreement.

On November 1, 2017, Nemus Bioscience, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) to sell 2,000 shares of Series F Convertible Preferred Stock (the “Preferred Shares”) to certain accredited investors (as such term is defined in the Securities Act of 1933 and the rules and regulations promulgated thereunder, as amended (the “Securities Act”), collectively, the “Purchasers”) at a purchase price of $1,000 for each Preferred Share for aggregate gross proceeds of $2,000,000 (the “Financing”). The Company consummated the issuance and sale of the Preferred Shares on the same day. The designations, preferences and relative rights of the Preferred Shares are specified in the Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (the “Certificate of Designation”), which provides, among other things, that:

The Preferred Shares were sold in a transaction exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The Company intends to use the proceeds of the Financing for general corporate purposes, including, without limitation, to pay down obligations and other working capital items.

As part of the terms of the Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers pursuant to which the Company has agreed to file a registration statement to register for resale the shares of common stock underlying the Preferred Shares within 30 calendar days following the closing of the Financing. Subject to certain exceptions, in the event the registration statement does not become effective within certain time periods set forth in the Registration Rights Agreement, the Company would be required to pay the Purchasers an amount in cash equal to two percent (2.0%) of the aggregate purchase price of the Preferred Shares every month until such time as the registration statement becomes effective or the shares of common stock underlying the Preferred Shares sold in the Financing may be sold by the Purchasers pursuant to Rule 144 without any restrictions or limitations.

The foregoing description of the Securities Purchase Agreement, the Registration Rights Agreement and the Certificate of Designation does not purport to be complete and is qualified in its entirety by the form of Securities Purchase Agreement attached hereto as Exhibit 10.1, the form of Registration Rights Agreement attached hereto as Exhibit 10.2 and the form of Certificate of Designation attached hereto as Exhibit 3.1, each of which is incorporated herein by reference.