SEC Form 4 · accession 0001615774-16-007204
Emmaus Life Sciences, Inc. · EMMA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Dec 28, 2015
Accepted (ET)
Sep 15, 2016 · 4:27 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000822370
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per share | Apr 5, 2016 | J | 250,000 | $0.00 | A | 250,000 | D |
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 2017F2,F6,F3,F7,F4 | $0.05 | Dec 28, 2015 | P | — | A | — | Dec 31, 2017 | Common Stock | 15,000,000 | — | D |
| Common Stock WarrantF6,F5 | $0.05 | Dec 28, 2015 | P | 15,000,000 | A | Dec 28, 2015 | Dec 31, 2020 | Common Stock | 15,000,000 | 37,000,000 | D |
| 5% Secured Convertible Note due December 2017F2,F8,F3,F7,F9,F4 | $0.05 | Aug 9, 2016 | P | — | A | — | Dec 31, 2017 | Common Stock | 5,000,000 | — | D |
| Common Stock WarrantF8,F5 | $0.05 | Aug 9, 2016 | P | 5,000,000 | A | Aug 9, 2016 | Dec 31, 2020 | Common Stock | 5,000,000 | 42,000,000 | D |
Explanation of responses
- F1The shares of common stock, par value $0.001 per share (the "Common Stock") of MYnd Analytics, Inc. (the "Issuer") were granted by the Issuer to Michal Votruba, a director of the Issuer and an employee of Reporting Person, on April 5, 2016. Upon grant, the shares were immediately assigned to the Reporting Person for no consideration, pursuant to a binding verbal agreement between Mr. Votruba and the Reporting Person.
- F2The 5% secured convertible promissory notes (the "Notes") were issued pursuant to the Second Amended and Restated Note & Warrant Purchase Agreement, dated December 23, 2015, between the Issuer, the Reporting Person and certain other investors named therein, as later amended by Amendment No. 1 thereto, dated August 15, 2016 (the "A&R Note & Warrant Agreement"). The A&R Note & Warrant Agreement also amended previous note purchase agreements among the Issuer, the Reporting Person and certain other investors named therein. The Notes mature on December 31, 2017 (subject to earlier conversion or prepayment) and earn interest at a rate of 5% per annum with interest payable at maturity.
- F3The Notes are convertible into shares of Common Stock of the Issuer at a conversion rate of $0.05 per share of Common Stock.
- F4The Notes are convertible into shares of Common Stock (i) automatically upon the closing of a qualified equity offering with total proceeds of at least $5 million, at a conversion price of $0.05 per share, or (ii) voluntarily, within 15 days prior to maturity, at a conversion price of $0.05 per share.
- F5The expiration date of the warrants to purchase shares of Common Stock is the earlier of (i) December 31, 2020 and (ii) the date that is 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 consecutive trading days.
- F6The Notes and warrant to purchase shares of Common Stock were issued in exchange for $750,000 in cash pursuant to the A&R Note & Warrant Agreement.
- F7The number of derivative securities beneficially owned does not include interest accrued at 5% per annum on the Notes.
- F8The Notes and warrant to purchase shares of Common Stock were issued in exchange for $250,000 in cash pursuant to the A&R Note & Warrant Agreement.
- F9As of September 15, 2016, consists of Notes in aggregate principal amounts of $750,000 issued on September 26, 2014, $350,000 issued on September 24, 2015, $750,000 issued on December 28, 2015 and $250,000 issued on August 9, 2016.