Current Report Filing (8-k)
March 07 2023 - 6:07AM
Edgar (US Regulatory)
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2023-01-18
2023-01-18
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 18, 2023
Emmaus Life Sciences, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-35527 |
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87-0419387 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
21250 Hawthorne Boulevard, Suite 800, Torrance, CA |
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90503 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code (310) 214-0065
(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:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
None |
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Shares
On January 11, 2023, Emmaus
Life Sciences, Inc. (“we,” “us,” “our,” “Emmaus” or the “company”) issued
five-year warrants to purchase up to 250,000 shares of our common stock at an exercise price of $0.50 a share, subject to adjustment in
the event of a stock split, reverse stock split and similar events, to each of two individuals in exchange for consulting services rendered
to the company.
On January 18, 2023, one of
our directors loaned us $1 million in exchange for a convertible promissory note of the company in the principal amount of $1 million.
The convertible promissory note is due on demand after one year from the date of issuance until two years from such date, bears interest
at the annual rate of 10%, payable quarterly, and is convertible at the option of the holder into shares of our common stock at a conversion
rate of $0.50 a share, or 2,000,000 shares, subject to adjustment in the event of a stock split, reverse stock split and similar events.
On January 27, 2023, we issued
a five-year warrant to purchase 500,000 shares of our common stock at an exercise price of $0.47 a share, subject to adjustment in the
event of a stock split, reverse stock split and similar events, to a consulting firm in exchange for consulting services rendered to the
company. The warrant shares, together with the shares underlying the warrants and the convertible promissory note described above, constitute
approximately 6% of the number of shares of common stock outstanding prior to the issuance of the warrants and the convertible promissory
note.
The foregoing is a summary
of the material terms of the warrants and the convertible promissory note and is not complete. The summary is qualified by reference to
the terms and provisions of the respective warrants and the convertible promissory note, copies of which are filed as exhibits to this
Current Report.
The foregoing warrants and
convertible promissory note were issued without registration under the Securities Act of 1933, as amended, in reliance on the exemption
from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), for transactions not involving
a public offering. The warrants were issued separately to a single consulting firm and two individuals, and the convertible promissory
note was issued to a single director of the company and accredited investor, in unrelated, privately negotiated transactions not involving
a general solicitation or advertising.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See the accompanying Index
to Exhibits, which information is incorporated herein by reference.
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.
Date: March 6, 2023 |
Emmaus Life Sciences, Inc. |
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By: |
/s/ YASUSHI NAGASAKI |
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Name: |
Yasushi Nagasaki. |
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Title: |
Chief Financial Officer |
INDEX TO EXHIBITS
The following exhibits are filed with or incorporated by reference
in this Report:
3
Strive 500 ETF (AMEX:STRV)
Historical Stock Chart
From Jul 2024 to Aug 2024
Strive 500 ETF (AMEX:STRV)
Historical Stock Chart
From Aug 2023 to Aug 2024