UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
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EMERALD BIOSCIENCE, INC.
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(Exact name of
Registrant as specified in its charter)
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Nevada
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45-0692882
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(State or other
jurisdiction
of incorporation or
organization)
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(I.R.S. Employer
Identification
Number)
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5910 Pacific
Center Blvd, Suite 320, San Diego, California
92121
(Address of Principal
Executive Offices) (Zip Code)
Emerald
Bioscience, Inc. (formerly known as Nemus Bioscience,
Inc.)
2014 Omnibus
Incentive Plan
__________________
(Full Title of the
Plan)
Punit
Dhillon
Chief Executive
Officer
Emerald
Bioscience, Inc.
5910 Pacific
Center Blvd, Suite 320
San Diego, CA
92121
(949)
480-9051
________________________________________________________________
(Name, Address, and
Telephone number, Including Area Code, of Agent for Service)
Copies to:
Mark C
Lee
Greenberg
Traurig, LLP
1201 K Street,
Suite 1100
Sacramento,
California 95814
(916)
442-1111
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.
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Large accelerated
filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☒
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Smaller reporting
company
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☒
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Emerging growth
company
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☐
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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
7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Securities to be
Registered
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Amount to be
Registered(1)
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Proposed Maximum
Offering Price Per Share(2)
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Proposed Maximum
Aggregate Offering Price(2)
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Amount of
Registration Fee(2)
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Common Stock, par value
$0.001 per share issuable under the Emerald Bioscience, Inc.
(formerly knowns as Nemus Bioscience, Inc.) 2014 Omnibus Incentive
Plan.
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18,486,435 |
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$ |
0.0450 |
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$ |
831,890 |
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$ |
107.98 |
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___________
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(1)
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Represents additional
shares of common stock, par value $0.001 per share (the “Common
Stock”) of Emerald Bioscience, Inc. (the “Registrant”) authorized
for issuance under the Emerald Bioscience, Inc. (formerly known as
Nemus Bioscience, Inc.) 2014 Omnibus Incentive Plan (the “Plan”).
Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the “Securities Act”), this Registration Statement shall
also cover any additional shares of the Registrant’s Common Stock
in respect of the securities identified in the above table as a
result of any stock dividend, stock split, recapitalization or
other similar transaction. In addition, pursuant to Rule 416(c)
under the Securities Act, this Registration Statement shall also
cover an indeterminate amount of interests to be offered pursuant
to the Plan.
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(2)
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Estimated solely for
the purpose of calculating the registration fee pursuant to Rule
457(c) and Rule 457(h) under the Securities Act. The proposed
maximum offering price per share and proposed maximum aggregate
offering price have been determined on the basis of the closing
sale price of the Registrant’s Common Stock reported on the OTCQB,
an over-the-counter quotation system, on August 10, 2020.
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EXPLANATORY
NOTE
This
Registration Statement on Form S-8 (this “Registration Statement”)
registers an additional 18,486,435 shares of the Registrant’s
Common Stock that may be offered and sold under the Plan, pursuant
to the Amendment No. 1 to the Plan approved by the Registrant’s
Board of Directors and stockholders on October 5, 2018. This
Registration Statement relates solely to the registration of
additional securities of the same class as other securities for
which one or more other registration statements filed on Form S-8
relating to the same employee benefit plan are effective. Pursuant
to General Instruction E. to Form S-8, the contents of the
Registrant’s previously filed registration statements on Form S-8
relating to the Plan (File Nos. 333-223439 and 333-227860), as
filed with the Securities and Exchange Commission on March 5, 2018
and October 16, 2018, respectively, including any amendments
thereto or filings incorporated therein, are hereby incorporated by
reference herein to the extent not otherwise amended or superseded
by the contents hereof.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information called for in Part I of this Registration Statement is
not being filed with or included in this Registration Statement (by
incorporation by reference or otherwise) in accordance with the
rules and regulations of the United States Securities and Exchange
Commission (“the Commission”).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The
following documents filed by the Registrant are incorporated by
reference herein:
a.
The Registrant’s Annual Report on Form 10-K, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), that contains audited consolidated
financial statements for the Registrant’s fiscal year ended
December 31, 2019, as filed with the Commission on March 23,
2020.
b.
All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above.
c.
The description of the Registrant’s common stock contained in the
Registrant’s Registration Statement on Form 8-A filed on January
28, 2014, including any amendment or report filed for the purpose
of updating such description.
In
addition, all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
Act after the date of this Registration Statement, and prior to the
filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold
or which de-registers all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such
documents; except as to any portion of any future annual or
quarterly report to stockholders or document or current report
furnished under current Items 2.02 or 7.01 of Form 8-K that is not
deemed filed under such provisions. Any statement contained in a
document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. Under no circumstances will any
information filed under current Items 2.02 or 7.01 of Form 8-K be
deemed incorporated herein by reference unless such Form 8-K
expressly provides to the contrary.
Item 8.
Exhibits.
_______
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of San
Diego, state of California, on August 12, 2020.
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EMERALD BIOSCIENCE, INC.
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By:
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/s/ Punit Dhillon
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Name:
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Punit Dhillon
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Its:
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Chief Executive Officer, Chairman of the
Board, and Director
(Principal Executive Officer)
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POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Punit
Dhillon as his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her
and in his or her name, place, and stead, in any and all
capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:
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Signature
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Position
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Date
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/s/ Punit
Dhillon
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Chief Executive Officer, Chairman of the
Board, and Director
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August 12, 2020
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Punit Dhillon
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(Principal Executive Officer)
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/s/ Elena
Traistaru
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Chief Financial Officer and Secretary
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August 12, 2020
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Elena Traistaru
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(Principal Financial Officer and
Principal Accounting Officer)
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/s/ Jim
Heppell
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Director
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August 12, 2020
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Jim Heppell
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/s/ Dr. Margaret
Dalesandro
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Director
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August 12, 2020
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Dr. Margaret
Dalesandro
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EXHIBIT
INDEX
________
*Filed herewith.
