UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  September 13, 2018

Emmaus Life Sciences, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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 (see General Instruction A.2. below):

Item 1.01.Entry into a Material Definitive Agreement.

On September 13, 2018, Emmaus Life Sciences, Inc. ( “we,” “us,” “our,” “Emmaus” or the “company”) entered into a securities purchase agreement pursuant to which we have agreed to sell and issue to the purchasers thereunder in a private placement pursuant to Rule 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D thereunder a total of $7 million principal amount of 10% senior secured debentures and common stock purchase warrants to purchase an aggregate of up to 700,000 shares of our common stock for an aggregate purchase price of $7 million.  The closing of the transactions under the securities purchase agreement is expected to occur on or about September 24, 2018, subject to the satisfaction of customary closing conditions.  At the closing, we will enter into a security agreement by which we will grant to the purchasers a security interest in substantially all of our assets, except for certain pledged marketable securities.

The debentures will bear interest at the rate of 10% per annum, payable monthly commencing November 1, 2018, and will mature on the 18-month anniversary of the closing date.  We will be obliged to redeem $500,000 principal amount of the debentures monthly, commencing in April 2019, and to redeem the debentures in full upon a “subsequent financing” by us of at least of $20 million, subject to certain exceptions.  The debentures also will be redeemable at our option, and we may prepay the principal amount of the debentures, at any time without premium or penalty.  Any outstanding principal balance of the debentures will be due on maturity date, subject to acceleration in specified events.  At the closing, Emmaus Medical, Inc. and Newfield Nutrition Corporation, two of our subsidiaries, will enter into a subsidiary guarantee by which they will guarantee our obligations to the debenture holders.

The common stock purchase warrants will be exercisable for five years from the closing date beginning six months after the closing date at an initial exercise price of $11.30 per share, which will be subject to reduction upon the date we become a listed company or our common stock becomes quoted on a trading market based upon the public offering price or “VWAP” of our common stock.  The exercise price also will be subject to adjustment in certain other customary circumstances.  

T.R. Winston & Company, LLC acted as placement agent in connection with the transactions contemplated by the securities purchase agreement pursuant to a fee agreement with us dated August 24, 2018. In the fee agreement, we have agreed to pay T.R. Winston at the closing a cash fee equal to 4% of the gross proceeds received from the purchasers, to grant to T.R. Winston common stock purchase warrants to purchase up to 50,000 shares of our common stock on the same terms as the common stock purchase warrants sold to the purchasers and to reimburse T.R. Winston for certain legal fees and expenses incurred in connection with the transactions contemplated by the securities purchase agreement.

The securities purchase agreement contains representations and warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of that agreement and of the specific relationship between the parties.  The provisions of the securities purchase agreement, including such representations and warranties, are not for the benefit of any party other than the parties to the securities purchase agreement and are not intended as documents for investors and the public to obtain factual information about the

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current state of affairs of the parties to the securities purchase agreement. Rather, investors and the public should look to the disclosures contained in our filings with the Securities and Exchange Commission for such information.

The foregoing description of the terms of the securities purchase agreement, the debentures, the common stock purchase warrants, the security agreement, the subsidiary guarantee and the placement agent fee agreement are not complete, and are qualified in their entirety by reference to the full text of the agreements and documents, copies of which are filed as exhibits hereto and are incorporated herein by reference.

ITEM 3.02Unregistered Sales of Equity Shares

The information in Item 1.01 of this report is incorporated herein by reference.

In July 2018, we sold and issued to a single purchaser a one-year convertible promissory note in the principal amount of $3,000,000 bearing interest at the rate of 6% per annum.  The note is convertible at the option of the holder into shares of our common stock at a conversion price of $10 per share, subject to adjustment in the event of a stock split, reverse stock split and similar events.

In August 2018 we sold and issued a total of 114,248 shares of our common stock upon the exercise of outstanding stock options under our 2011 Equity Incentive Plan and outstanding warrants and granted to consultants warrants to purchase a total of 202,000 shares of our common stock at an exercise price of $11.30 per share.  

On September 11, 2018, we issued a total of 1,585,220 shares of our common stock upon the cashless exercise of outstanding warrants sold and issued in a private placement in 2013 and which were to expire on September 11, 2018.  The total shares of our common stock covered by the foregoing transactions, including the transactions described in Item 1.01 of this report amount to approximately 8.6% of the number of shares outstanding as of June 30, 2018.

The transactions described above were effected 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. These transactions qualified for the exemptions because they did not involve any public solicitation and all or substantially all of the investors were “accredited investors” as defined in Rule 501 under the Securities Act. Except as described in Item 1.01 of this report, no broker-dealers were used in connection with such sales of unregistered securities.  

Item 9.01Financial Statements and Exhibits.

There are filed as part of this report the exhibits listed on the accompanying Index to Exhibits, which information is incorporated herein by reference.

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INDEX TO EXHIBITS

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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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