SEC Form 4 · accession 0001615774-16-006592
Emmaus Life Sciences, Inc. · EMMA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas T Tierney
10% Owner
Period of report
Aug 3, 2016
Accepted (ET)
Aug 5, 2016 · 4:05 pm EDT
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,F6,F2,F3 | $0.05 | Aug 3, 2016 | A | — | A | Dec 16, 2017 | Dec 31, 2017 | Common Stock | 2,000,000 | — | I |
| Common Stock WarrantF4,F6,F7 | $0.05 | Aug 3, 2016 | A | 2,000,000 | A | Aug 3, 2016 | Dec 31, 2020 | Common Stock | 2,000,000 | 12,800,000 | I |
Explanation of responses
- F1The 5% Secured Convertible Note due December 2017 (the "Note") was purchased by the Reporting Person pursuant to a Second Amended and Restated Note and Warrant Purchase Agreement (the "Agreement"), dated December 23, 2015, between the Issuer and the investors party thereto, as more specifically reported on the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2015.
- F2The Note is convertible into shares of common stock either: (i) voluntarily, beginning 15 days prior to the December 31, 2017 maturity date of the Note (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 Note).
- F3The Maturity Date of the Note is December 31, 2017.
- F4The Note and related common stock warrant were issued in exchange for $100,000 in cash pursuant to the Agreement.
- F5The number of derivative securities beneficially owned does not include interest accrued at 5% per annum on the Note.
- F6The Note and Warrant to purchase shares of common stock are held in the name of Thomas T. and Elizabeth C. Tierney Family Trust of which Mr. Tierney is a trustee.
- F7The expiration date of the common stock 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.