As filed with the Securities and Exchange Commission on March 13, 2020
Registration Nos. 333-231951 and 333-234673
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 6
TO
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
EMERALD BIOSCIENCE, INC. |
(Exact Name of Registrant as Specified in its Charter) |
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)
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)
___________________
Copies of all correspondence to:
Douglas Cesario | Mark C. Lee, Esq. |
Chief Financial Officer | Greenberg Traurig, LLP |
Emerald Bioscience, Inc. | 1201 K Street, Suite 1100 |
130 North Marina Drive | Sacramento, CA 95814 |
Long Beach, CA 90803 | Tel: (916) 868-063 |
Tel: (949) 336-3443 |
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Fax: (949) 266-0346 |
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. ☐
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 | ☒ | Smaller reporting company | ☒ |
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. ☐
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DEREGISTRATION OF SECURITIES
The registrant is filing this Post-Effective Amendment No. 6 to Form S-1 to amend its registration statements (Registration Nos. 333-231951 and 333-234673), initially filed with the Securities and Exchange Commission (the “SEC”) on June 4, 2019 and November 13, 2019, respectively (the “Registration Statements”), to deregister all securities registered pursuant to the Registration Statements and not otherwise sold pursuant the securities purchase agreement described in the current report on the Form 8-K filed with the SEC on November 21, 2019 as of the date this post-effective amendment is filed. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statements that remain unsold as of the date hereof.
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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 March 13, 2020.
| Emerald Bioscience, Inc. | |||
| a Nevada corporation |
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| March 13, 2020 | 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 |
| March 13, 2020 |
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| Brian S. Murphy |
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Its: | Chief Executive Officer, Director |
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| (Principal Executive Officer) |
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By: | /s/ Douglas Cesario |
| March 13, 2020 |
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| Douglas Cesario |
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Its: | Chief Financial Officer |
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| (Principal Financial and Accounting Officer) |
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By: | * |
| March 13, 2020 |
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| Punit Dhillon |
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Its: | Chairman |
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By: | * |
| March 13, 2020 |
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| Jim Heppell |
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Its: | Director |
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*By: | /s/ Brian S. Murphy |
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| Brian S. Murphy |
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| Attorney-in-Fact |
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