Emerald Bioscience Announces Financing Update and Board Re-organization

Emerald Health Sciences To Exercise 40.8 Million Warrants, Reducing Outstanding Debt, As Company Changes Name to Embi Pharmaceuticals  

Punit Dhillon Assumes Board Chairmanship as Dr. Avtar Dhillon Transitions to Board Observer Role

LONG BEACH, CA, Dec. 23, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE – Emerald Bioscience, Inc. (OTCQB: EMBI), focused on the development of cannabinoid-based therapeutics to address global medical indications, especially those of unmet medical need, today announced the following corporate developments:

• Majority shareholder, Emerald Health Sciences, will exercise 40.8 million warrants offsetting $4.08 million owed under the Multi Draw Credit Agreement, dated as of October 5, 2018.
• Upon exercise of the warrants, the aggregate reduced outstanding debt balance under the Multi Draw Credit Agreement is $2,014,500.
• On December 17, 2019, the Board accepted the resignation of Dr. Avtar Dhillon, who offered his resignation as the Chairman of the Board and the position of Chairman of the Finance and Business Development Committee of the Board. Dr. Dhillon plans to devote more time to Emerald Health Sciences where he serves as both CEO and Director.
• The Company entered into a Board Observer Agreement with Emerald Health Sciences to allow Dr. Dhillon to continue as a representative of Emerald Health Sciences as a non-voting observer in future meetings of the Board, and into an Independent Contractor Services Agreement with Dr. Dhillon, pursuant to which Dr. Dhillon will provide ongoing corporate finance and strategic business advisory services to the Company.  
• The Board also appointed Punit Dhillon, an existing member of the Board, as Chairman of the Board and as Chairman of the Finance and Business Development Committee of the Board, to fill the vacancies in such offices created by the resignation of Dr. Dhillon. 
• The Board of Directors approved the termination of the Independent Contractor Agreement, dated as of February 1, 2018, between the Company and Emerald Health Sciences, pursuant to which Emerald Health Sciences provided to the Company corporate advisory services and services related to business development, marketing, investor relations, information technology and product development.
• The Board has approved the change of the name of the Company to EMBI Pharmaceuticals, Inc., subject to regulatory and stockholder approval.  

“Dr. Dhillon and the EHS team supported this company at a pivotal time in early 2018 and guided EMBI as we transitioned from the preclinical stage to our first human study in glaucoma, with enrollment targeted for this upcoming year using our proprietary prodrug of THC,” commented Dr. Brian Murphy, CEO of EMBI. “We look forward to continued progress under the Chairmanship of Punit Dhillon as we work to build on the positive data generated for our analog of CBD, our exclusive relationship with our cannabinoid discovery and research partners at the University of Mississippi, and our enhanced financial structure.” 

“I am excited to broaden my role at EMBI as the new Chairman at a time when the company is poised to move to the next level in its evolution as a drug developer,” stated Punit Dhillon. “The company is now ready to further build on its strengths and the actions taken by the Board in conjunction with EHS, which have helped position EMBI to create shareholder value by developing these important molecules.” 

Relative to the aforementioned Board activities, the Company filed an 8-K with the SEC on December 20, 2019. 

About Emerald Bioscience, Inc. 

Emerald Bioscience is a biopharmaceutical company headquartered in Long Beach, California, focused on the discovery, development, and commercialization of bioengineered cannabinoid-based therapeutics for significant unmet medical needs in global markets. With proprietary technology licensed from the University of Mississippi, Emerald is developing novel ways to deliver cannabinoid-based drugs for specific indications with the aim of optimizing the clinical effects of such drugs while limiting potential adverse events. Emerald's strategy is to clinically develop a number of proprietary biosynthetic compounds, alone or in combination with corporate partners.  

For more information, visit www.emeraldbio.life

FORWARD LOOKING STATEMENTS 

This press release contains forward-looking statements, including statements regarding our product development, business strategy, and commercialization of cannabinoid-based therapeutics. Such statements and other statements in this press release that are not descriptions of historical facts are forward-looking statements that are based on management’s current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition and stock price could be materially negatively affected. In some cases, forward-looking statements can be identified by terminology including “anticipated,” “contemplates,” “goal,” “focus,” “aims,” “intends,” “believes,” “can,” “could,” “challenge,” “predictable,” “will,” “would,” “may” or the negative of these terms or other comparable terminology. We operate in a rapidly changing environment and new risks emerge from time to time. As a result, it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the Emerald may make. Risks and uncertainties that may cause actual results to differ materially include, among others, our capital resources, uncertainty regarding the results of future testing and development efforts and other risks that are described in the Risk Factors section of Emerald’ most recent annual or quarterly report filed with the Securities and Exchange Commission. Except as expressly required by law, Emerald disclaims any intent or obligation to update these forward-looking statements.

CONTACT
Douglas Cesario
Chief Financial Officer
Email: doug@emeraldbio.life
Phone: 949-336-3437

Released December 23, 2019