Item 3.02 Unregistered Sales of Equity Securities

On January 12, 2023, the Board of Directors (the "Board") of Emmaus Life Sciences, Inc. ( "we," "us," "our," "Emmaus" or the "company") granted to Yutaka Niihara, M.D., M.P.H., the company's Chairman of the Board and Chief Executive Officer, a five-year warrant to purchase up to 7,500,000 shares of common stock of the company at an exercise price of $4.50 a share, subject to adjustment in the event of a stock split, reverse stock split and similar events. The Board also granted to each of two consultants to the company five-year warrants to purchase up to 250,000 shares of 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. The warrants vested in full upon the grant date. The warrants were granted without registration under the Securities Act of 1933, as amended, in reliance on the exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Rule 506(c) of Regulation D under the Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Compensatory Arrangements of Certain Officers

The information in Item 3.02 as it relates to the warrant grant to Dr. Niihara is incorporated herein by reference.

Also on January 12, 2023, the Board granted under the company's 2021 Stock Incentive Plan (the "2021 Plan") non-qualified stock options to purchase up to 100,000 shares of common stock of the company to each of the non-employee directors of the company and to George Sekulich and Charles Stark, Pharm.D., the Senior Vice President of Global Commercialization and Chief Information Officer and the Senior Vice President Clinical Development and Medical Affairs, respectively, of the company. The Board also granted under the 2021 Plan non-qualified stock options to purchase up to 500,000 shares and 150,000 shares, respectively, to Willis Lee, the company's Chief Operating Officer, and Yasushi Nagasaki, the Chief Financial Officer of the company. The non-employee director options have a term of ten years and will vest in four equal installments as of the last day of each quarter beginning on March 31, 2023, subject to the directors' remaining in the service of the company through each vesting date. The options granted to the executive officers of the company have a term of ten years and will vest as to one-third of the option shares on the 12-month anniversary of the grant date and as to the remaining two-thirds of the option shares in 24 equal monthly installments as of the end of each month after such anniversary, subject to the executive officers remaining in the company's employ through each vesting date. All the foregoing options have an exercise price of $4.50 a share, subject to adjustment in the event of a stock split, reverse stock split and similar events.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits

See the accompanying Index to Exhibits, which information is incorporated herein by reference.

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