SEC Form 4 · accession 0001615774-16-007360
Emmaus Life Sciences, Inc. · EMMA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robin L Smith
Director
Period of report
Sep 21, 2016
Accepted (ET)
Sep 23, 2016 · 6:14 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 StockF1 | Sep 21, 2016 | M | 20,776 | $5.00 | A | 29,526 | 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 2017F1,F2,F3 | $5.00 | Sep 21, 2016 | M | — | D | Sep 1, 2016 | Dec 31, 2017 | Common Stock | 20,776 | — | D |
| Common Stock WarrantF1,F4,F5 | $10.00 | Sep 21, 2016 | D | — | D | — | Dec 31, 2020 | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1All information provided herein has been adjusted where necessary to give effect to the 1-for-200 reverse stock split effected on September 21, 2016.
- F2Two notes in the aggregate principal amount of $100,000 were purchased by the Reporting Person on September 14, 2015 and April 21, 2016 pursuant to a Note and Warrant Purchase Agreement, dated as of September 22, 2014, as amended (the "Note and Warrant Purchase Agreement"), between the Issuer and the investors party thereto. These notes were convertible by the Reporting Person starting December 16, 2017 through December 31, 2017.
- F3On September 19, 2016, the Issuer entered into a Second Omnibus Amendment (the "Amendment") between the Issuer and the investors party thereto, to the Note and Warrant Purchase Agreement, which granted the Issuer the option, exercisable at any time after September 1, 2016, to mandatorily convert all notes issued pursuant to the Note and Warrant Purchase Agreement into shares of the Issuer's common stock at $5.00 per share (subject to certain adjustments) (the "Mandatory Conversion"). On September 19, 2016, the Issuer exercised its Mandatory Conversion option under the Amendment, and on September 21, 2016 caused the conversion of $100,000 in aggregate principal amount of the Reporting Person's notes, with accrued interest thereon of $3,879.18, at a conversion price of $5.00 per share of common stock.
- F4The Amendment provided that upon the conversion of the notes issued pursuant to the Note and Warrant Purchase Agreement, which was caused by the Issuer on September 21, 2016, all warrants issued pursuant to the Note and Warrant Purchase Agreement would be cancelled.
- F5The Common Stock Warrants were exercisable as of their respective dates of issuance.