SEC Form 4 · accession 0001615774-16-007343

Emmaus Life Sciences, Inc. · EMMA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

RSJ Private Equity Investment Fund with variable registered capital, a.s.

10% Owner

Period of report

Sep 19, 2016

Accepted (ET)

Sep 23, 2016 · 4:52 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^F1	Sep 19, 2016	C	444,454	—	A	445,704	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 2017^F2,F5,F7,F6	$0.05	Sep 19, 2016	H	—	D	—	Dec 31, 2017	Common Stock	15,000,000	—	D
5% Secured Convertible Note due December 2017^F3,F5,F7,F6	$0.05	Sep 19, 2016	H	—	D	—	Dec 31, 2017	Common Stock	7,000,000	—	D
5% Secured Convertible Note due December 2017^F4,F5,F7,F6	$0.05	Sep 19, 2016	H	—	D	—	Dec 31, 2017	Common Stock	15,000,000	—	D
5% Secured Convertible Note due December 2017^F4,F5,F7,F6	$0.05	Sep 19, 2016	H	—	D	—	Dec 31, 2017	Common Stock	5,000,000	—	D
5% Secured Convertible Note due December 2017^F5,F7	—	Sep 19, 2016	P	—	A	—	Dec 31, 2017	Common Stock	—	—	D
5% Secured Convertible Note due December 2017^F5,F7	—	Sep 19, 2016	P	—	A	—	Dec 31, 2017	Common Stock	—	—	D
5% Secured Convertible Note due December 2017^F5,F7	—	Sep 19, 2016	P	—	A	—	Dec 31, 2017	Common Stock	—	—	D
5% Secured Convertible Note due December 2017^F5,F7	—	Sep 19, 2016	P	—	A	—	Dec 31, 2017	Common Stock	—	—	D
Common Stock Warrant^F9	$0.05	Sep 19, 2016	H	22,000,000	D	Dec 23, 2015	—	Common Stock	22,000,000	20,000,000	D
Common Stock Warrant^F9	$0.05	Sep 19, 2016	H	15,000,000	D	Dec 28, 2015	—	Common Stock	15,000,000	5,000,000	D
Common Stock Warrant^F9	$0.05	Sep 19, 2016	H	5,000,000	D	Aug 9, 2016	—	Common Stock	5,000,000	0	D
Common Stock Warrant^F9,F8	$0.05	Sep 19, 2016	P	22,000,000	A	Sep 19, 2016	—	Common Stock	22,000,000	22,000,000	D
Common Stock Warrant^F9	$0.05	Sep 19, 2016	P	15,000,000	A	Sep 19, 2016	—	Common Stock	15,000,000	37,000,000	D
Common Stock Warrant^F9	$0.05	Sep 19, 2016	P	5,000,000	A	Sep 19, 2016	—	Common Stock	5,000,000	42,000,000	D
5% Secured Convertible Note due December 2017^F5,F8,F6,F7	$0.025	Sep 19, 2016	C	—	D	—	—	Common Stock	30,000,000	—	D
5% Secured Convertible Note due December 2017^F5,F8,F6,F7	$0.025	Sep 19, 2016	C	—	D	—	—	Common Stock	12,000,000	—	D
5% Secured Convertible Note due December 2017^F5,F8,F6,F7	$0.025	Sep 19, 2016	C	—	D	—	—	Common Stock	30,000,000	—	D
5% Secured Convertible Note due December 2017^F5,F8,F6,F7	$0.025	Sep 19, 2016	C	—	D	—	—	Common Stock	10,000,000	—	D
Common Stock Warrant^F9,F6	—	Sep 19, 2016	H	22,000,000	D	Sep 19, 2016	Sep 19, 2016	Common Stock	22,000,000	20,000,000	D
Common Stock Warrant^F9,F6	—	Sep 19, 2016	H	15,000,000	D	Sep 19, 2016	Sep 19, 2016	Common Stock	15,000,000	5,000,000	D
Common Stock Warrant^F9,F6	—	Sep 19, 2016	H	5,000,000	D	Sep 19, 2016	Sep 19, 2016	Common Stock	5,000,000	0	D

Explanation of responses

F1On September 19, 2016, MYnd Analytics, Inc. (the "Issuer") effected a Mandatory Conversion (as defined below) with respect to all outstanding Notes (as defined below) held by the Reporting Person. The Mandatory Conversion had the effect of converting each $0.025 of principal and accrued interest held by the Reporting Person, a total of $2,222,268.84 in outstanding Notes, into one share of Common Stock. On September 21, 2016, the Issuer completed a 200-to-1 reverse stock split. The amount stated represents the post-split adjusted amount. Fractional shares resulting from the reverse stock split were rounded to the nearest whole share (with 0.5 being rounded up).
F2The 5% secured convertible notes in the amount of $750,000, the amendment of which is reported in this Form 4, were initially issued by the Issuer on September 26, 2014.
F3The 5% secured convertible notes in the amount of $350,000, the amendment of which is reported in this Form 4, were initially issued by the Issuer on September 24, 2015.
F4The 5% secured convertible notes in the amounts of $750,000 and $250,000, the amendments of which are reported in this Form 4, were initially issued by the Issuer on December 28, 2015 and August 9, 2016, respectively. As previously reported, on December 28, 2015, the Issuer issued the 5% secured convertible promissory notes in the amount of $750,000 pursuant to the Second Amended and Restated Note Purchase Agreement, dated December 23, 2015, between the Issuer, the Reporting Person and certain other investors named therein as later amended (the "A&R Note & Warrant Agreement"). Additionally, on August 9, 2016, the Issuer issued the 5% secured convertible promissory notes in the amount of $250,000 under the A&R Note Warrant Agreement.
F5See Exhibit 99.1.
F6Pursuant to the A&R Note & Warrant Agreement, as amended by the Second Amendment, on September 19, 2016, the Issuer effected a Mandatory Conversion with respect to all outstanding Notes held by the Reporting Person. The Mandatory Conversion had the effect of (i) converting each $0.025 of Notes into a share of common stock, with any resulting fraction of a share being rounded to the nearest whole share (with 0.5 being rounded up) and (ii) causing all warrants to be automatically cancelled, to be of no further legal force or effect and to be no longer exercisable for any shares of Common Stock.
F7Pursuant to the A&R Note & Warrant Agreement, all Notes earn interest at a rate of 5% per annum with interest payable at maturity, which is set at December 31, 2017 (subject to earlier conversion or prepayment). The number of derivative securities beneficially owned does not include interest accrued at 5% per annum on the Notes.
F8The number of derivative securities disposed does not include interest accrued at 5% per annum on the Notes. At the time that the Mandatory Conversion took effect, a total of $122,268.84 in interest had accrued on the Notes.
F9See Exhibit 99.2.