1-U 1 f1u061219_emeraldhealth.htm CURRENT REPORT PURSUANT TO REGULATION A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 1-U

 

CURRENT REPORT PURSUANT TO REGULATION A

 

Date of Report: June 12, 2019

 

Emerald Health Pharmaceuticals Inc.

 

(Exact name of issuer as specified in its charter)

 

Delaware

 

State or other jurisdiction of incorporation or organization

 

82-0669961

 

(I.R.S. Employer Identification No.)

 

5910 Pacific Center Blvd., Suite 300, San Diego, CA 92121

 

(Full mailing address of principal executive offices)

 

(858) 352 - 0622

 

(Issuer’s telephone number, including area code)

 

Title of each class of securities issued pursuant to Regulation A: Common Stock

 

 

 

 

 

Item 8. Certain Unregistered Sales of Equity Securities

 

On June 7, 2019, pursuant to a Notice of Demand received by our majority stockholder, Emerald Health Sciences Inc. (“EHS”), $2,500,000 of unpaid principal balance under a Loan Agreement, dated as of September 1, 2017, as amended on January 26, 2018, between EHS and Emerald Health Pharmaceuticals Inc. (“EHP”) was converted at a conversion price of $2.00 per share into 1,250,000 shares of common stock of EHP.

 

The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and corresponding state securities laws.

 

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SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  EMERALD HEALTH PHARMACEUTICALS INC.,
  a Delaware corporation
     
  By:

/s/ James DeMesa

    James DeMesa
    Chief Executive Officer
     
Date: June 12, 2019  

 

 

 

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