Amended Current Report Filing (8-k/a)
08 Outubro 2020 - 5:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(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):
September 22, 2020
Emmaus Life Sciences, Inc.
(Exact name of registrant as specified in its
charter)
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Delaware
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001-35527
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87-0419387
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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21250 Hawthorne Boulevard, Suite 800, Torrance, CA
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90503
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(Address of principal executive offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
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Securities registered pursuant to Section 12(b of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange
on which registered
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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. ☐
Explanatory Note
This
Amendment No. 1 to Current Report on Form 8-K (this “Amendment”) amends the Current Report on Form 8-K filed by Emmaus
Life Sciences, Inc. (“we,” “us,” “our,” “Emmaus” or the “company”)
with the Securities and Exchange Commission (the “SEC”) on September 24, 2020 (the “Original 8-K”). In
the Original 8-K we reported entering into a securities amendment agreement which involved, among other things, our issuance of
Common Stock Purchase Warrants to purchase up to 1,840,000 shares of Emmaus common stock at an exercise price of $2.00 a share,
but we inadvertently omitted to report information regarding the issuance of the warrants and certain prior issuances as called
for in Item 3.02 of Form 8-K. This Amendment adds to the Original 8-K the information called for in Item 3.02 of Form 8-K. This
Amendment reflects no other changes to the Original 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
The information in Item
1.01 of the Original Report is incorporated herein by reference. In addition to the Common Stock Purchase Warrants to purchase
up to 1,840,000 shares of Emmaus common stock described therein (the “September 2020 Warrants”), on July 31, 2020 we
issued to the same debenture holders substantially identical Common Stock Purchase Warrants to purchase up to 460,000 shares of
our common stock an exercise price of $2.00 a share in connection with certain financial accommodations by the debenture holders.
Also, on June 15. 2020 we issued to another debt holder of the company a warrant to purchase not less than 500,000 shares of our
common stock or more than 1,250,000 shares of our common stock at a price of $2.05 a share in exchange for the debt holder’s
agreement to extend the maturity date of the debt.
The shares of our common stock underlying
the September 2020 Warrants, when added to the shares of our common stock underlying the previously issued warrants described above,
amount to approximately 7.2% of the 48,987,189 shares of our common stock outstanding immediately prior to the first issuance of
such warrants.
The September 2020 Warrants and the other
warrants described above were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”),
in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D
thereunder. The issuances qualified for the exemptions because they did not involve any public solicitation and all the investors
are “accredited investors” as defined in Rule 501 of Regulation D. In connection with the issuance of the warrants
to our debenture holders, we agreed to grant to T.R. Winston & Company LLC, who served as the placement agent in connection
with the original issuance of the debentures, or its assigns five-year warrants to purchase a total of up to 75,000 shares of our
common stock at an exercise price of $2.10 a share.
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.
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Date: October 8, 2020
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EMMAUS LIFE SCIENCES, INC.
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By:
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/s/ YASUSHI NAGASAKI
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Name:
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Yasushi Nagasaki
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Title:
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Interim Chief Financial Officer
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INDEX TO EXHIBITS
Emmaus Life Sciences (QB) (USOTC:EMMA)
Gráfico Histórico do Ativo
De Dez 2024 até Jan 2025
Emmaus Life Sciences (QB) (USOTC:EMMA)
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De Jan 2024 até Jan 2025
