Filed Pursuant to Rule 424(b)(3)
Registration No. 333-214761
PROSPECTUS SUPPLEMENT NO. 3
(To Prospectus Dated December 2, 2016)
NEMUS BIOSCIENCE, INC.
Up to 6,990,000 Shares of Common Stock
This prospectus supplement no. 3 supplements the prospectus dated December 2, 2016, relating to the resale by the selling shareholders identified in the prospectus of up to 6,990,000 shares of our common stock, $0.001 par value, including (i) 1,250,000 shares of common stock, which equals the number of shares of common stock issuable upon the conversion of shares of our Series C convertible preferred stock, par value $0.001 per share (“Series C Preferred Stock”), (ii) 5,615,000 shares of common stock, which equals the additional number of shares of common stock issuable upon the conversion of shares of our Series B convertible preferred stock, par value $0.001 per share (“Series B Preferred Stock”) as a result of the re-set of the conversion price of the Series B Preferred Stock to $0.40 per share upon the closing of the Series C Preferred Stock private placement, and (iii) 125,000 shares of common stock issuable upon exercise of warrants issued to our placement agent.
This prospectus supplement incorporates into our prospectus the information contained in our attached Current Report on Form 8-K/A, which was filed with the Securities and Exchange Commission on January 20, 2017.
You should read this prospectus supplement in conjunction with the prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the prospectus except to the extent that the information in the prospectus supplement supersedes the information contained in the prospectus.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any supplements and amendments thereto.
You should carefully consider matters discussed under the caption “Risk Factors” beginning on page 6 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is January 20, 2017.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 10, 2017
Nemus Bioscience, Inc. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 000-55136 |
| 45-0692882 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
600 Anton Boulevard, Suite 1100, Costa Mesa, CA 92626
(Address of principal effective offices) (Zip Code)
Registrant's telephone number, including area code: (949) 396-0330
_____________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
This Amendment No. 1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2017 (the “Original 8-K”) is being filed solely to file the license agreement, dated January 10, 2017 (the “License Agreement”), between Nemus Bioscience, Inc. (the “Company”) and the University of Mississippi, School of Pharmacy. The description of the License Agreement included in the Original 8-K is not complete and is qualified in its entirety by reference to the text of the License Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit Number |
| Description |
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| † | Confidential treatment has been requested with respect to the omitted portions of this exhibit pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended, which portions have been filed separately with the Securities and Exchange Commission. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nemus Bioscience, Inc. | ||
| |||
Date: January 20, 2017 | By: | /s/ Elizabeth Berecz | |
| Elizabeth Berecz | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
Exhibit No. | Description | |
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| † | Confidential treatment has been requested with respect to the omitted portions of this exhibit pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended, which portions have been filed separately with the Securities and Exchange Commission. |
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