UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 2019
Emmaus Life Sciences, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-35527 |
| 87-0419387 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
21250 Hawthorne Boulevard, Suite 800, Torrance, CA |
| 90503 |
(Address of principal executive offices) |
| (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 |
| Trading Symbol |
| Name of each exchange |
Common Stock, $0.001 par value |
| EMMA |
| The NASDAQ Capital Market |
Warrants to Purchase Common Stock |
| EMMAW |
| The NASDAQ Capital Market |
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. ☐
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EXPLANATORY NOTE
On July 22, 2019, Emmaus Life Sciences, Inc. (formerly MYnd Analytics, Inc.), a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Report”) reporting, among other things, that on July 17, 2019 the Company completed its merger transaction with EMI Holding, Inc. (formerly Emmaus Life Sciences, Inc. and herein “EMI”). This Current Report on Form 8-K/A amends and supplements the Original Report to include the financial information required by Item 9.01 of Form 8-K.
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Item 9.01 Financial Statements and Exhibits
(a) | Financial Statements of Business Acquired |
There are incorporated herein by reference the audited consolidated financial statements of EMI as of and for the years ended December 31, 2018 and 2017 and the unaudited consolidated financial statements of EMI as of and for the three months ended March 31, 2019 and 2018 set forth in Amendment No. 1 to Form S-4 Registration Statement (Reg. No. 333-229660) filed by the Company with the Securities and Exchange Commission on June 10, 2019. Exhibit 99.1 to this Current Report sets forth the unaudited consolidated financial statements of EMI as of and for the three and six month periods ended June 30, 2019 and 2018, which information is incorporated herein by reference.
(b) | Pro Forma Financial Information |
There are included as Exhibit 99.2 to this Current Report unaudited pro forma condensed combined financial statements of the Company, which information is incorporated herein by reference.
(c) | Exhibits |
See the accompanying Index to Exhibits, which information is incorporated herein by reference.
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Exhibit |
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| Incorporated by Reference |
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| Exhibit Description |
| Form |
| File No. |
| Exhibit |
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| Filing Date |
| Filed | |
23.1 |
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99.1 |
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99.2 |
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| Unaudited Pro Forma Condensed Combined Financial Statements of Emmaus Life Sciences, Inc. |
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101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
* Filed herewith
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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: August 14, 2019 | Emmaus Life Sciences, Inc. | |
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| By: | /s/ JOSEPH C. SHERWOOD III |
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| Name: Joseph C. Sherwood III |
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| Title: Chief Financial Officer
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