Skye Bioscience, Inc. — Regulatory Filings 2019

Nov 13, 2019

S-1MEF 1 embi_s1mef.htm FORM S-1MEF embi_s1mef.htm Document Created by EDGARMaster

As filed with the Securities and Exchange Commission on November 13, 2019

Registration No. 333-_

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-1

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

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EMERALD BIOSCIENCE, INC.
(Exact Name of Registrant as Specified in its Charter)

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Nevada	2834	45-0692882
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

130 North Marina Drive

Long Beach, CA 90803

(949) 336-3443

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Dr. Brian Murphy

Chief Executive Officer

Emerald Bioscience, Inc.

130 North Marina Drive

Long Beach, CA 90803

(949) 336-3443

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies of all correspondence to:

Douglas Cesario Chief Financial Officer Emerald Bioscience, Inc. 130 North Marina Drive Long Beach, CA 90803 Tel: (949) 336-3443 Fax: (949) 266-0346 Mark C. Lee, Esq. Greenberg Traurig, LLP 1201 K Street, Suite 1100 Sacramento, CA 95814 (916) 868.063

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x Registration No. 333-231951

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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 to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered (1)	Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee (4)
Units, each unit consisting of:	$ 1,850,000		$ 240.13
One share of common stock, par value $0.001 (3)	—		—
One warrant to purchase one share of common stock (3)	—		—
Common stock issuable upon exercise of the warrants included as part of the units	$ 4,840,000		$ 628.23
Total	$ 6,690,000	(2)	$ 868.36

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(1)	In accordance with Rule 416(a), this Registration Statement also covers an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.
(2)	Estimated solely for the purpose of calculating the registration fee under Rule 457(o) of the Securities Act of 1933, as amended (“Securities Act”).
(3)	No fee required pursuant to Rule 457(g).
(4)	Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price. The registrant previously registered an aggregate of $33,750,000 of the units on the registrant’s Registration Statement on Form S-1 (File No. 333-231951) declared effective October 28, 2019, for which a filing fee of $4,380.75 was paid.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering additional units, consisting of warrants and shares of common stock, par value $0.001 per share, of Emerald Bioscience, Inc., a Nevada corporation, including such shares of common stock and warrants, and shares of common stock underlying such warrants. The contents of the registrant’s earlier Registration Statement on Form S-1 (File No. 333-231951), as amended (the “Prior Registration Statement”), which was declared effective on October 28, 2019, are incorporated by reference into, and shall be deemed part of, this registration statement. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Long Beach, State of California on November 13, 2019.

	Emerald Bioscience, Inc.
	a Nevada corporation
November 13, 2019	By:	/s/ Brian S. Murphy
	Its:	Dr. Brian S. Murphy
		Chief Executive Officer, Director
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

By:	/s/ Brian S. Murphy	November 13, 2019
	Brian S. Murphy
Its:	Chief Executive Officer, Director
	(Principal Executive Officer)
By:	/s/ Douglas Cesario	November 13, 2019
	Douglas Cesario
Its:	Chief Financial Officer
	(Principal Financial and Accounting Officer)
By:	*	November 13, 2019
	Punit Dhillon
Its:	Director
By:	*	November 13, 2019
	Jim Heppell
Its:	Director
By:	*	November 13, 2019
	Avtar Dhillon
Its:	Chairman
*By:	/s/ Brian S. Murphy
	Brian S. Murphy
	Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
5.1	Opinion of Greenberg Traurig, LLP
23.1	Consent of Mayer Hoffman McCann P.C.
23.2	Consent of Greenberg Traurig, LLP (included in Exhibit 5.1)
24.1*	Powers of Attorney

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• Previously filed

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