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.
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