Current Report Filing (8-k)
10 Juni 2022 - 10:04PM
Edgar (US Regulatory)
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2022-06-08
2022-06-08
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
June 8, 2022
Emmaus Life Sciences, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-35527 |
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87-0419387 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
21250 Hawthorne Boulevard, Suite 800, Torrance, CA |
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90503 |
(Address of principal executive offices) |
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(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:
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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. ☐
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
By letter dated June 8, 2022, Lori Teranishi, Alfred
Lui, M.D., and Jane Pine Wood graciously tendered their resignation as directors of Emmaus Life Sciences, Inc. (“we,” “us,”
“our,” “Emmaus” or the “company”) at the request of Yutaka Niihara, M.D., M.P.H., the company’s
Chairman of the Board and Chief Executive Officer. A copy of the letter of resignation is included as Exhibit 99.1 to this Report and incorporated herein by reference.
The restructuring of our Board of Directors was made
in connection with recent measures by management to reduce our overall personnel costs. As each director has been very important for the
company, it was a very difficult decision to downsize the Board. After consulting with all related parties, including major stockholders,
the company chose to ask the three newest members of the Board to step down.
Other planned reductions in operating expenses include
a voluntary, three-month, 30% reduction in Dr. Niihara’s salary and similar 10% reductions in the salaries of certain other senior
management personnel, and elimination or reduction in spending on certain non-essential activities, including suspension of certain activities
by EJ Holdings, Inc., our Japanese joint venture, relating to the retrofitting of its facility in Ube, Japan. Management, under the supervision
of our Board of Directors, continually assesses the status of our business and operations and may determine to undertake additional cost-cutting
measures or make other changes in our business or operations as our finances may require or permit.
On behalf of our stockholders and other constituents,
management wishes to thank Ms. Teranishi, Dr. Lui and Ms. Wood for their services and their willingness to contribute to our restructuring
efforts. Management believes that these efforts, combined with anticipated increased sales of Endari in the U.S. and in the United Arab
Emirates and other Gulf Cooperation Council countries, will help us to achieve positive income from operations later this year. We will
continue to use our best efforts to serve patients, customers and other constituents.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See the accompanying Index to Exhibits, which information
is incorporated herein by reference.
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.
Date: June 10, 2022 |
Emmaus Life Sciences, Inc. |
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By: |
/s/ YUTAKA NIIHARA |
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Name: |
Yutaka Niihara, M.D., M.P.H. |
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Title: |
Chairman and Chief Executive Officer |
INDEX TO EXHIBITS
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