Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement, Registration Rights Agreement and Warrant Agreement with Emerald

On January 19, 2018, Nemus Bioscience, Inc. (“Nemus”) announced that it has received the remaining $400,000 in funding under the previously announced Secured Promissory Note for a convertible loan (the “Bridge Loan”) with Emerald Health Sciences Inc. (“Emerald”), has entered into a Securities Purchase Agreement (the “Agreement”) with Emerald pursuant to which Nemus issued and sold to Emerald 15,000,000 shares (the “Shares”) of Nemus’ common stock, par value $0.001 per share (the “Common Stock”), and a warrant to purchase 20,400,000 shares of Common Stock at an exercise price of $0.10 per share for a term of five years (the “Warrant” and, together with the Shares, the “Securities”) for aggregate gross proceeds of $1,500,000 (the “Initial Closing”). Pursuant to the Agreement, Emerald has committed to purchase a minimum of at least 10,000,000 shares of Common Stock and a warrant for at least 13,600,000 shares of Common Stock at the same price for the Securities on or before February 28, 2018 (the “Second Closing”). Concurrently with the Initial Closing, the outstanding balance of the Bridge Loan automatically converted into 9,000,000 shares of Common Stock.

The Securities were sold in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D. Nemus intends to use the proceeds of the Initial Closing for general corporate purposes, including, without limitation, to pay down obligations and other working capital items.

As part of the terms of the Agreement, Nemus entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Emerald pursuant to which Nemus has agreed to file a registration statement to register for resale the Shares and the shares of Common Stock underlying the Warrant within 30 calendar days following the Initial Closing. 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, Nemus would be required to pay Emerald an amount in cash equal to 1.5% of the aggregate purchase price of the Preferred Shares for each 30-day period or pro rata for any portion thereof until such time as the registration statement becomes effective or the Shares and the shares of Common Stock underlying the Warrant sold in the Initial Closing may be sold by Emerald pursuant to Rule 144 without any restrictions or limitations.

The foregoing description of the Agreement, the Registration Rights Agreement and the Warrant does not purport to be complete and is qualified in its entirety by the Agreement, the Registration Rights Agreement and the Warrant attached hereto as Exhibits 4.1, 10.1, 10.2, each of which is incorporated herein by reference.