SEC Form 4 · accession 0001615774-15-003745
Emmaus Life Sciences, Inc. · EMMA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Pappajohn
Director · 10% Owner
Period of report
Dec 23, 2015
Accepted (ET)
Dec 28, 2015 · 5:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000822370
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5% Secured Convertible Note due December 2017F1,F4,F5,F2,F3 | $0.05 | Dec 23, 2015 | A | — | A | Dec 16, 2017 | Dec 31, 2017 | Common Stock | 5,000,000 | — | D |
| Common Stock WarrantF4,F6 | $0.05 | Dec 23, 2015 | A | 5,000,000 | A | Dec 23, 2015 | Dec 31, 2020 | Common Stock | 5,000,000 | 5,000,000 | D |
| Common Stock WarrantF7,F6 | $0.05 | Dec 23, 2015 | A | 6,000,000 | A | Dec 23, 2015 | Dec 31, 2020 | Common Stock | 6,000,000 | 11,000,000 | D |
Explanation of responses
- F1On December 23, 2015, the Issuer and the holders of the 5% Secured Convertible Notes due December 2017 (formerly due March 2016) (the "Notes") entered into a Second Amended and Restated Note and Warrant Purchase Agreement (the "Agreement"), which (i) extended the maturity date of the Notes to December 31, 2017; (ii) provided for the issuance of certain warrants to prior and current investors; (iii) extended the time during which Notes may be issued; and (iv) increased the aggregate principal amount of Notes issuable.
- F2The Notes are convertible into shares of common stock either: (i) voluntarily, beginning 15 days prior to the December 31, 2017 maturity date of the Notes (the "Maturity Date"), by the holder or (ii) automatically, if, prior to the Maturity Date, the Issuer consummates a Qualified Financing (as defined in the Notes).
- F3The Maturity Date of the Notes is December 31, 2017.
- F4The Note and related warrant were issued in exchange for $250,000 in cash pursuant to the Agreement.
- F5The number of derivate securities beneficially owned includes an aggregate of $300,000 of Notes acquired by the Reporting Person prior to the Agreement (the "Prior Notes"), the maturity date of which was extended pursuant to the Agreement. Excludes interest accrued at 5% per annum on the Notes.
- F6The expiration date of the warrant is the earlier of (i) December 31, 2020 and (ii) the date that is forty-five (45) days following the date on which the daily closing price of the Issuer's shares of common stock listed on the OTCQB Venture Marketplace (or other bulletin board or exchange on which the Issuer's common stock is traded or listed) exceeds $0.25 for at least ten (10) consecutive trading days.
- F7Pursuant to the Agreement, in consideration for extending the maturity date of the Notes, the Reporting Person received a warrant to purchase shares of the Issuer's common stock, exercisable at $0.05 per share, equal to the aggregate principal amount of the Prior Notes.