Schedule of quarterly financial statements (unaudited) |
Emmaus Life Sciences, Inc.
Consolidated Balance Sheet
(In thousands, except share and per share amounts)
|
|
As of September 30, 2019
(Unaudited)
|
|
|
|
Previously Reported
|
|
|
Adjustments
|
|
|
As Restated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
13,546
|
|
|
|
(12,220
|
)
|
(b)
|
$
|
1,326
|
|
Accounts receivable, net
|
|
|
1,900
|
|
|
|
82
|
|
(c)
|
|
1,982
|
|
Inventories, net
|
|
|
7,491
|
|
|
|
—
|
|
|
|
7,491
|
|
Investment in marketable securities
|
|
|
27,643
|
|
|
|
—
|
|
|
|
27,643
|
|
Marketable securities, pledged to creditor
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Prepaid expenses and other current assets
|
|
|
1,194
|
|
|
|
347
|
|
(b)(c)
|
|
1,541
|
|
Total current assets
|
|
|
51,774
|
|
|
|
(11,791
|
)
|
|
|
39,983
|
|
Property and equipment, net
|
|
|
163
|
|
|
|
—
|
|
|
|
163
|
|
Equity method investment
|
|
|
—
|
|
|
|
13,407
|
|
(b)
|
|
13,407
|
|
Right of use assets
|
|
|
4,118
|
|
|
|
—
|
|
|
|
4,118
|
|
Other assets
|
|
|
427
|
|
|
|
—
|
|
|
|
427
|
|
Total assets
|
|
$
|
56,482
|
|
|
$
|
1,616
|
|
|
$
|
58,098
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
10,706
|
|
|
|
220
|
|
(b)
|
$
|
10,926
|
|
Operating lease liabilities, current portion
|
|
|
844
|
|
|
|
—
|
|
|
|
844
|
|
Other current liabilities
|
|
|
5,676
|
|
|
|
357
|
|
(a)(c)
|
|
6,033
|
|
Warrant derivative liabilities
|
|
|
—
|
|
|
|
91
|
|
(a)
|
|
91
|
|
Notes payable, net of discount
|
|
|
3,886
|
|
|
|
—
|
|
|
|
3,886
|
|
Notes payable to related parties
|
|
|
193
|
|
|
|
—
|
|
|
|
193
|
|
Convertible debentures, net of discount
|
|
|
11,000
|
|
|
|
(4,530
|
)
|
(a)
|
|
6,470
|
|
Convertible notes payable, net of discount
|
|
|
2,928
|
|
|
|
—
|
|
|
|
2,928
|
|
Total current liabilities
|
|
|
35,233
|
|
|
|
(3,862
|
)
|
|
|
31,371
|
|
Operating lease liabilities, less current portion
|
|
|
3,714
|
|
|
|
—
|
|
|
|
3,714
|
|
Other long-term liabilities
|
|
|
34,585
|
|
|
|
(29
|
)
|
(a)
|
|
34,556
|
|
Convertible debentures, net of discount less current portion
|
|
|
1,200
|
|
|
|
(494
|
)
|
(a)
|
|
706
|
|
Total liabilities
|
|
|
74,732
|
|
|
|
(4,385
|
)
|
|
|
70,347
|
|
STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock — par value $0.001 per share, 15,000,000 shares authorized, no shares issued or outstanding
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Common stock — par value $0.001 per share, 250,000,000 shares authorized, 47,671,446 shares issued and outstanding at September 30, 2019
|
|
|
47
|
|
|
|
1
|
|
|
|
48
|
|
Additional paid-in capital
|
|
|
199,395
|
|
|
|
13,224
|
|
(a)(b)
|
|
212,619
|
|
Accumulated other comprehensive income (loss)
|
|
|
(51
|
)
|
|
|
—
|
|
|
|
(51
|
)
|
Accumulated deficit
|
|
|
(216,916
|
)
|
|
|
(7,949
|
)
|
|
|
(224,865
|
)
|
Stockholders’ deficit
|
|
|
(17,525
|
)
|
|
|
5,276
|
|
|
|
(12,249
|
)
|
Noncontrolling interests
|
|
|
(725
|
)
|
|
|
725
|
|
|
|
—
|
|
Total liabilities and stockholders’ deficit
|
|
$
|
56,482
|
|
|
$
|
1,616
|
|
|
$
|
58,098
|
|
(a) Senior secured debentures adjustments: The correction of this misstatement resulted in decreases of $4.5 million in short-term convertible notes payable and $0.5 million in long-term convertible notes payable. Also, it resulted in a decrease of $5.6 million in additional paid-in capital, $263,000 million in short-term conversion feature liabilities and $29,000 in long-term conversion feature liabilities.
(b) EJ Holdings adjustments: The correction of this misstatement resulted in increases of $13.4 million in equity method investment, $220,000 in accounts payable and accrued expenses, and $725,000 in non-controlling interest, as well as decreases of $12.2 million in cash and cash equivalents and $241,000 in prepaid expenses and other current assets.
(c) Corrections to other misstatements were as follows: (i) period adjustment and reclassification of variable consideration resulted in increases of $82,000 in accounts receivable and $22,000 in current liabilities; (ii) correction of financing of insurance premium resulting in an increase of $598,000 in prepaid expenses and other current liabilities; (iii) correction relating of debt modification resulting in an increase of $1.1 million in additional paid-in capital; (iv) correction relating to GPB warrant classification resulting in an increase of $91,000 in warrant derivative liabilities and a decrease of $776,000 in additional paid-in capital.
Emmaus Life Sciences, Inc.
Consolidated Statement of operations and Comprehensive Loss
(In thousands, except share and per share amounts)
|
|
Three months ended September 30, 2019
( Unaudited)
|
|
|
|
Previously Reported
|
|
|
Adjustments
|
|
|
As Restated
|
|
REVENUES, NET
|
|
$
|
6,084
|
|
|
$
|
(324
|
)
|
(c)
|
$
|
5,760
|
|
COST OF GOODS SOLD
|
|
178
|
|
|
|
70
|
|
(c)
|
|
248
|
|
GROSS PROFIT
|
|
|
5,906
|
|
|
|
(394
|
)
|
|
|
5,512
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
725
|
|
|
|
—
|
|
|
|
725
|
|
Selling
|
|
|
1,789
|
|
|
|
(11
|
)
|
|
|
1,778
|
|
General and administrative
|
|
|
6,991
|
|
|
|
65
|
|
(b)(c)
|
|
7,056
|
|
Total operating expenses
|
|
|
9,505
|
|
|
|
54
|
|
|
|
9,559
|
|
LOSS FROM OPERATIONS
|
|
|
(3,599
|
)
|
|
|
(448
|
)
|
|
|
(4,047
|
)
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on debt extinguishment
|
|
|
(6,427
|
)
|
|
|
5,989
|
|
(a)(c)
|
|
(438
|
)
|
Change in fair value of warrant derivative liabilities
|
|
|
424
|
|
|
|
3,152
|
|
(a)(c)
|
|
3,576
|
|
Change in fair value of embedded conversion option
|
|
|
342
|
|
|
|
(211
|
)
|
(a)
|
|
131
|
|
Net losses on equity investment in marketable securities and long-term investment
|
|
|
(5,248
|
)
|
|
|
—
|
|
|
|
(5,248
|
)
|
Net loss on equity method investment
|
|
|
—
|
|
|
|
36
|
|
(b)
|
|
36
|
|
Miscellaneous reverse merger costs
|
|
|
(309
|
)
|
|
|
—
|
|
|
|
(309
|
)
|
Note conversion costs
|
|
|
(3,906
|
)
|
|
|
565
|
|
(c)
|
|
(3,341
|
)
|
Interest and other income (loss)
|
|
|
(17
|
)
|
|
|
35
|
|
(b)
|
|
18
|
|
Interest expense
|
|
|
(7,318
|
)
|
|
|
(1,396
|
)
|
(a)
|
|
(8,714
|
)
|
Total other income (expenses)
|
|
|
(22,459
|
)
|
|
|
8,170
|
|
|
|
(14,289
|
)
|
LOSS BEFORE INCOME TAXES
|
|
|
(26,058
|
)
|
|
|
7,722
|
|
|
|
(18,336
|
)
|
INCOME TAXES
|
|
|
25
|
|
|
|
—
|
|
|
|
25
|
|
NET LOSS INCLUDING NONCONTROLLING INTEREST
|
|
|
(26,083
|
)
|
|
|
7,722
|
|
|
|
(18,361
|
)
|
Net loss attributable to noncontrolling interest
|
|
|
(54
|
)
|
|
|
54
|
|
(b)
|
|
—
|
|
NET LOSS ATTRIBUTABLE TO THE COMPANY
|
|
|
(26,137
|
)
|
|
|
7,776
|
|
|
|
(18,361
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPONENTS OF OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
11
|
|
|
|
(6
|
)
|
|
|
5
|
|
Other comprehensive loss
|
|
|
11
|
|
|
|
(6
|
)
|
|
|
5
|
|
COMPREHENSIVE LOSS
|
|
|
(26,072
|
)
|
|
|
7,716
|
|
|
|
(18,356
|
)
|
Amounts attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to noncontrolling interest
|
|
|
(54
|
)
|
|
|
54
|
|
|
|
—
|
|
Foreign currency translation adjustments
|
|
|
(6
|
)
|
|
|
6
|
|
|
|
—
|
|
Comprehensive loss attributable to noncontrolling interest
|
|
|
(60
|
)
|
|
|
60
|
|
|
|
—
|
|
COMPREHENSIVE LOSS ATTRIBUTABLE TO THE COMPANY
|
|
$
|
(26,132
|
)
|
|
$
|
7,776
|
|
|
$
|
(18,356
|
)
|
NET LOSS PER COMMON SHARE - BASIC and DILUTED
|
|
$
|
(0.57
|
)
|
|
$
|
0.17
|
|
|
$
|
(0.40
|
)
|
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
|
|
|
46,020,507
|
|
|
|
45,986,629
|
|
|
|
45,986,629
|
|
(a) Senior secured debentures adjustments: The correction of this misstatement resulted in decreases of $6.3 million in loss on debt extinguishment and $211,000 in change in fair value of embedded conversion option and increases of $2.4 million in change in fair value of warrant derivative liabilities and $1.4 million in interest expenses.
(b) EJ Holdings adjustments: The correction of this misstatement resulted in increases of $125,000 in general and administrative expense, $36,000 in loss on equity method investment and an increase in $35,000 in interest and other income (loss).
(c) Corrections to other misstatement were as follows: (i) period adjustment of variable consideration resulted in a decrease of $324,000 in revenue, net; (ii) reclassification of shipping cost and royalty expense to cost of sales resulted in an increase of $71,000 in cost of sales and decreases of $11,000 and $60,000 in selling cost and general and administrative expense, respectively; (iii) correction relating to stock modification accounting resulted in an increase of $52,000 in general and administrative expense; (iv) correction relating to accounting for debt modification resulted in a decrease of $320,000 in loss on debt extinguishment; and (v) correction relating to the GPB warrant classification resulted in an increase of $685,000 in change in fair value of warrant derivative liabilities.
|
Nine months ended September 30, 2019
(Unaudited)
|
|
|
Previously Reported
|
|
|
Adjustments
|
|
|
As Restated
|
|
REVENUES, NET
|
$
|
17,260
|
|
|
$
|
(1,300
|
)
|
(c)
|
$
|
15,960
|
|
COST OF GOODS SOLD
|
|
573
|
|
|
|
198
|
|
(c)
|
|
771
|
|
GROSS PROFIT
|
|
16,687
|
|
|
|
(1,498
|
)
|
|
|
15,189
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
1,778
|
|
|
|
—
|
|
|
|
1,778
|
|
Selling
|
|
5,177
|
|
|
|
(29
|
)
|
|
|
5,148
|
|
General and administrative
|
|
14,523
|
|
|
|
(1,048
|
)
|
(b)(c)
|
|
13,475
|
|
Total operating expenses
|
|
21,478
|
|
|
|
(1,077
|
)
|
|
|
20,401
|
|
LOSS FROM OPERATIONS
|
|
(4,791
|
)
|
|
|
(421
|
)
|
|
|
(5,212
|
)
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
Loss on debt extinguishment
|
|
(6,427
|
)
|
|
|
5,989
|
|
(a)(c)
|
|
(438
|
)
|
Change in fair value of warrant derivative liabilities
|
|
623
|
|
|
|
2,869
|
|
(a)(c)
|
|
3,492
|
|
Change in fair value of embedded conversion option
|
|
342
|
|
|
|
(211
|
)
|
(a)
|
|
131
|
|
Net losses on equity investment in marketable securities and long-term investment
|
|
(22,242
|
)
|
|
|
—
|
|
|
|
(22,242
|
)
|
Net loss on equity method investment
|
|
—
|
|
|
|
(413
|
)
|
(b)
|
|
(413
|
)
|
Miscellaneous reverse merger costs
|
|
(309
|
)
|
|
|
—
|
|
|
|
(309
|
)
|
Note conversion costs
|
|
(3,906
|
)
|
|
|
565
|
|
(c)
|
|
(3,341
|
)
|
Interest and other income (loss)
|
|
146
|
|
|
|
102
|
|
(b)
|
|
248
|
|
Interest expense
|
|
(22,757
|
)
|
|
|
(2,396
|
)
|
(a)(c)
|
|
(25,153
|
)
|
Total other income (expenses)
|
|
(54,530
|
)
|
|
|
6,505
|
|
|
|
(48,025
|
)
|
LOSS BEFORE INCOME TAXES
|
|
(59,321
|
)
|
|
|
6,084
|
|
|
|
(53,237
|
)
|
INCOME TAXES
|
|
242
|
|
|
|
(1
|
)
|
(c)
|
|
241
|
|
NET LOSS INCLUDING NONCONTROLLING INTEREST
|
|
(59,563
|
)
|
|
|
6,085
|
|
|
|
(53,478
|
)
|
Net loss attributable to noncontrolling interest
|
|
620
|
|
|
|
(620
|
)
|
|
|
—
|
|
NET LOSS ATTRIBUTABLE TO THE COMPANY
|
|
(58,943
|
)
|
|
|
5,465
|
|
|
|
(53,478
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPONENTS OF OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
10
|
|
|
|
8
|
|
|
|
18
|
|
Other comprehensive loss
|
|
10
|
|
|
|
8
|
|
|
|
18
|
|
COMPREHENSIVE LOSS
|
|
(59,553
|
)
|
|
|
6,093
|
|
|
|
(53,460
|
)
|
Amounts attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to noncontrolling interest
|
|
620
|
|
|
|
(620
|
)
|
|
|
—
|
|
Foreign currency translation adjustments
|
|
8
|
|
|
|
(8
|
)
|
|
|
—
|
|
Comprehensive loss attributable to noncontrolling interest
|
|
628
|
|
|
|
(628
|
)
|
|
|
—
|
|
COMPREHENSIVE LOSS ATTRIBUTABLE TO THE COMPANY
|
$
|
(58,925
|
)
|
|
$
|
5,465
|
|
|
$
|
(53,460
|
)
|
NET LOSS PER COMMON SHARE - BASIC and DILUTED
|
$
|
(1.46
|
)
|
|
$
|
0.14
|
|
|
$
|
(1.32
|
)
|
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
|
|
40,474,847
|
|
|
|
40,443,124
|
|
|
|
40,443,124
|
|
(a) Senior secured debentures adjustments: The correction of this misstatement resulted in decreases of $6.3 million in loss on debt extinguishment and $211,000 in change in fair value of embedded conversion option as well as in increases of $2.1 million in change in fair value of warrant derivative liabilities and $1.0 million in interest expenses.
(b) EJ Holdings adjustments: The correction of this misstatement resulted in a decrease of $930,000 in general and administrative expense, and increases of $36,000 in loss on equity method investment and $102,000 in interest income.
(c) Corrections to other misstatement were as follows: (i) period adjustment of variable consideration resulted in decreases of $1.3 million in revenue, net and $1,000 income tax provision (ii) reclassification of shipping cost and royalty expense to cost of sales resulted in an increase of $199,000 in cost of sales and decreases of $29,000 and $170,000 in selling cost and general and administrative expense, respectively; (iii) correction relating to stock modification accounting resulted in an increase of $52,000 in general and administrative expense; (iv) correction relating to accounting for debt modification resulted in an increase of $1.3 million in interest expenses and a decrease of $320,000 in loss on debt extinguishment; and (v) correction relating to GPB warrant classification resulted in an increase of $685,000 in change in fair value of warrant derivative liabilities.
Emmaus Life Sciences, Inc.
Consolidated Statements of Cash Flows
(In thousands)
|
|
Nine Months Ended September 30, 2019
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously Reported
|
|
|
Adjustments
|
|
|
As Restated
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(59,563
|
)
|
|
$
|
6,085
|
|
|
$
|
(53,478
|
)
|
Adjustments to reconcile net loss to net cash flows used in operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
54
|
|
|
|
—
|
|
|
|
54
|
|
Impairment loss on long-term investment
|
|
|
524
|
|
|
|
—
|
|
|
|
524
|
|
Amortization of discount of convertible notes and notes payable
|
|
|
19,479
|
|
|
|
2,396
|
|
|
|
21,875
|
|
Foreign exchange adjustments on convertible notes and notes payable
|
|
|
49
|
|
|
|
(256
|
)
|
|
|
(207
|
)
|
Net losses on equity investment in marketable securities
|
|
|
21,718
|
|
|
|
—
|
|
|
|
21,718
|
|
Loss on equity method investment
|
|
|
0
|
|
|
|
413
|
|
|
|
413
|
|
Loss on debt extinguishment
|
|
|
6,427
|
|
|
|
(5,989
|
)
|
|
|
438
|
|
Share-based compensation and fair value of replacement equity award
|
|
|
3,541
|
|
|
|
52
|
|
|
|
3,593
|
|
Note conversion costs
|
|
|
3,906
|
|
|
|
(565
|
)
|
|
|
3,341
|
|
Change in fair value of warrant derivative liabilities
|
|
|
(623
|
)
|
|
|
(2,869
|
)
|
|
|
(3,492
|
)
|
Change in fair value of embedded conversion option
|
|
|
(342
|
)
|
|
|
211
|
|
|
|
(131
|
)
|
Net changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(548
|
)
|
|
|
355
|
|
|
|
(193
|
)
|
Inventories
|
|
|
(2,787
|
)
|
|
|
—
|
|
|
|
(2,787
|
)
|
Prepaid expenses and other current assets
|
|
|
(426
|
)
|
|
|
(599
|
)
|
|
|
(1,025
|
)
|
Other non-current assets
|
|
|
(4,150
|
)
|
|
|
—
|
|
|
|
(4,150
|
)
|
Accounts payable and accrued expenses
|
|
|
4,857
|
|
|
|
1,109
|
|
|
|
5,966
|
|
Deferred revenue
|
|
|
500
|
|
|
|
—
|
|
|
|
500
|
|
Deferred rent
|
|
|
(287
|
)
|
|
|
—
|
|
|
|
(287
|
)
|
Other current liabilities
|
|
|
230
|
|
|
|
598
|
|
|
|
828
|
|
Other long-term liabilities
|
|
|
2,363
|
|
|
|
—
|
|
|
|
2,363
|
|
Net cash flows used in operating activities
|
|
|
(5,078
|
)
|
|
|
941
|
|
|
|
(4,137
|
)
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid in connection with the Merger
|
|
|
(1,641
|
)
|
|
|
—
|
|
|
|
(1,641
|
)
|
Purchases of property and equipment
|
|
|
(55
|
)
|
|
|
—
|
|
|
|
(55
|
)
|
Sales of marketable securities
|
|
|
221
|
|
|
|
—
|
|
|
|
221
|
|
Net cash flows provided by (used in) investing activities
|
|
|
(1,475
|
)
|
|
|
—
|
|
|
|
(1,475
|
)
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of convertible notes
|
|
|
(3,368
|
)
|
|
|
—
|
|
|
|
(3,368
|
)
|
Proceeds from exercise of warrants
|
|
|
186
|
|
|
|
—
|
|
|
|
186
|
|
Proceeds from issuance of common stock
|
|
|
6,210
|
|
|
|
—
|
|
|
|
6,210
|
|
Net cash flows provided by (used in) financing activities
|
|
|
3,028
|
|
|
|
—
|
|
|
|
3,028
|
|
Effect of exchange rate changes on cash
|
|
|
(8
|
)
|
|
|
13
|
|
|
|
5
|
|
Net decrease in cash and cash equivalents
|
|
|
(3,533
|
)
|
|
|
954
|
|
|
|
(2,579
|
)
|
Cash and cash equivalents, beginning of period
|
|
|
17,079
|
|
|
|
(13,174
|
)
|
|
|
3,905
|
|
Cash and cash equivalents, end of period
|
|
$
|
13,546
|
|
|
|
(12,220
|
)
|
|
$
|
1,326
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
1,239
|
|
|
$
|
—
|
|
|
$
|
1,239
|
|
Income taxes paid
|
|
$
|
242
|
|
|
$
|
—
|
|
|
$
|
242
|
|
Warrant liabilities reclassified to equity
|
|
$
|
776
|
|
|
$
|
5,561
|
|
|
$
|
6,337
|
|
Conversion of convertible notes and notes payable to common stock
|
|
$
|
33,777
|
|
|
$
|
—
|
|
|
$
|
33,777
|
|
Conversion of accrued interest payable to common stock
|
|
$
|
2,381
|
|
|
$
|
—
|
|
|
$
|
2,381
|
|
Initial recognition of right-of-use lease asset
|
|
$
|
—
|
|
|
$
|
2,922
|
|
|
$
|
2,922
|
|
|