UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): July 31, 2020

 

EMERALD BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-55136

 

45-0692882

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer

Identification Number)

 

130 North Marina Drive, Long Beach, CA 90803

(Address of principal executive offices)

 

(949) 480-9051

(Registrant’s telephone number, including area code)

 

_____________________________________________

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

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. o

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On July 31, 2020, Emerald Bioscience, Inc. (the “Company” or “us” or “we”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors for the issuance and sale of securities in the aggregate gross offering price of approximately $7.0 million (the “Offering”), consisting of up to 56,333,334 units (each, a “Common Unit”) at a price per Common Unit of $0.06, each consisting of (i) one share of our common stock (“Common Stock”), par value $0.01 per share (each, a “Share”), and (ii) one warrant to purchase one share of common stock (each, a “Common Warrant”), and up to 60,333,334 units (each, a “Pre-Funded Unit”), each consisting of (i) one pre-funded warrant to purchase one share of common stock (each, a “Pre-Funded Warrant,” and together with the Common Warrants, the “Warrants”) and (ii) one Common Warrant, in lieu of Common Units that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Shares. The purchase price of each Pre-Funded Unit is equal to $0.059, the price at which a Common Unit is sold to the public in the Offering minus $0.001, and the exercise price of each pre-funded warrant will be $0.001 per share. The Warrants have an exercise term of five years.

 

The Offering closed on August 4, 2020. The Company intends to use the net proceeds of the Offering for general corporate purposes, including working capital. The Company estimates that the net proceeds from the Offering will be approximately $6.1 million, after deducting estimated transaction expenses, assuming no exercise of the Warrants.

 

The exercise price and number of shares of Common Stock underlying the Warrants are subject to adjustment upon the issuance by the Company of stock dividends, stock splits, and similar proportionately applied changes affecting the Company’s outstanding Common Stock. Holders of the Warrants will be entitled to participate in any dividends or other distribution of the Company’s assets declared or made to holders of the Company’s Common Stock. The terms of the Warrants prohibit a holder from exercising its Warrants if doing so would result in such holder (together with its affiliates and other persons acting as a group) beneficially owning more than 4.99% or 9.99% of the outstanding shares of the Common Stock after giving effect to such exercise.

 

The securities sold in the Offering were offered and sold by the Company pursuant to an effective registration statement on Form S-1, which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 31, 2020 (File Nos. 333-239826 and 333-240226), and an additional registration statement on Form S-1 (File No. 333-240226) filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, that became effective automatically on July 31, 2020. The Company filed a prospectus with the SEC on August 3, 2020 in connection with the Offering.

 

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to such Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

 

The foregoing descriptions of the Purchase Agreement and the Warrants are not complete and are qualified in their entirety by references to the full text of the Purchase Agreement and the Warrants, the forms of which are filed hereto as exhibits 10.1, 4.1, and 4.2, respectively, to this report and are incorporated by reference herein.

 

 

2

 

 

Item 8.01 Other Events.

 

On August 4, 2020, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information set forth in Item 8.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Exhibit Description

4.1

 

Form of Common Warrant

4.2

 

Form of Pre-Funded Warrant

10.1

 

Form of Securities Purchase Agreement, dated as of July 31, 2020, between the Company and certain purchasers set forth in the signature page thereto

99.1

 

Press Release dated August 4, 2020

  

 

3

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

EMERALD BIOSCIENCE, INC.

 

 

 

Dated: August 4, 2020

 

/s/ Dr. Brian Murphy

 

 

 

Dr. Brian Murphy

 

 

 

Chief Executive Officer

 

 

 

4

 

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