UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 16, 2019

 

Emmaus Life Sciences, Inc.

 

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35527

 

87-0419387

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)

 

21250 Hawthorne Boulevard, Suite 800, Torrance, CA

 

90503

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (310) 214-0065

 

(Former name or former address, if changed, since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class

 

Trading Symbol

 

Name of each exchange
on which registered

Common Stock, $0.001 par value

 

EMMA

 

The NASDAQ Capital Market

Warrants to Purchase Common Stock

 

EMMAW

 

The NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 


 

 

EXPLANATORY NOTE

On July 22, 2019, Emmaus Life Sciences, Inc. (formerly MYnd Analytics, Inc.), a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Report”) reporting, among other things, that on July 17, 2019 the Company completed its merger transaction with EMI Holding, Inc. (formerly Emmaus Life Sciences, Inc. and herein “EMI”). This Current Report on Form 8-K/A amends and supplements the Original Report to include the financial information required by Item 9.01 of Form 8-K.


 

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Item 9.01 Financial Statements and Exhibits

(a)

Financial Statements of Business Acquired

There are incorporated herein by reference the audited consolidated financial statements of EMI as of and for the years ended December 31, 2018 and 2017 and the unaudited consolidated financial statements of EMI as of and for the three months ended March 31, 2019 and 2018 set forth in Amendment No. 1 to Form S-4 Registration Statement (Reg. No. 333-229660) filed by the Company with the Securities and Exchange Commission on June 10, 2019. Exhibit 99.1 to this Current Report sets forth the unaudited consolidated financial statements of EMI as of and for the three and six month periods ended June 30, 2019 and 2018, which information is incorporated herein by reference.

(b)

Pro Forma Financial Information

There are included as Exhibit 99.2 to this Current Report unaudited pro forma condensed combined financial statements of the Company, which information is incorporated herein by reference.

(c)

Exhibits

See the accompanying Index to Exhibits, which information is incorporated herein by reference.


 

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INDEX TO EXHIBITS

Exhibit

 

 

 

 

Incorporated by Reference

 

 

Number

 

 

Exhibit Description

 

Form

 

File No.

 

Exhibit

 

 

Filing Date

 

Filed
Furnished

23.1

 

 

Consent of SingerLewak LLP

 

 

 

 

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

99.1

 

 

Unaudited consolidated financial statements of EMI Holding, Inc. as of and for the three and six months ended June 30, 2019 and 2018 and accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

 

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

99.2

 

 

Unaudited Pro Forma Condensed Combined Financial Statements of Emmaus Life Sciences, Inc.

 

 

 

 

 

 

 

 

 

 

 

*

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

*  Filed herewith

 


 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 14, 2019

Emmaus Life Sciences, Inc.

 

 

 

 

By:

/s/ JOSEPH C. SHERWOOD III

 

 

Name: Joseph C. Sherwood III

 

 

Title:   Chief Financial Officer

 

 

 

 

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