It's standard procedure that newly issued shares, like the shares issued to Emerald Health Sciences (EHS) through the bridge loan and private placement, need to be registered for resale with the SEC in a registration statement like the S-1 that was just filed. This filing does not necessarily mean the shares will be sold, but it does mean that they will be eligible for resale. Read page 6 of the S-1:
Private Placement of Common Stock and Warrants and Shares Issued Upon Conversion of Promissory Note
On January 19, 2018 and February 16, 2018, we issued and sold an aggregate of 32,500,000 shares of our common stock and warrants to purchase 44,200,000 shares of our common stock for aggregate gross proceeds of $3,250,000. We will not receive any proceeds from the sale of shares sold by the selling stockholders. However, we will receive proceeds of $0.10 per share upon the exercise of the warrants for cash. On December 28, 2017, we entered into a secured convertible promissory note pursuant to which Emerald Health Sciences Inc. (“Emerald”) agreed to loan to us up to $900,000. We received $500,000 on December 28, 2017 and the remaining $400,000 on January 19, 2018, at which time the secured convertible promissory note was converted into 9,000,000 shares of common stock at a conversion price of $0.10 per share of common stock
As part of the terms of the Agreement, we entered into a registration rights agreement pursuant to which we agreed to file a registration statement to register for resale the shares of common stock and the shares of common stock underlying the warrants sold in the private placement and issued upon conversion of the secured convertible promissory note. We agreed to use our best efforts to keep the registration statement effective under the Securities Act until the earlier of (i) the date as of which the purchasers may sell all of their shares without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) or (ii) the date on which the selling stockholders have sold all of the shares covered by the registration statement. We are filing this Registration Statement in order to fulfill our obligation under this registration rights agreement.
"Our houses are such unwieldy property that we are often imprisoned rather than housed in them." - Henry David Thoreau, Walden: Economy, 1854
