8-K
Emmaus Life Sciences, Inc. (EMMA)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):June 8, 2022
Emmaus Life Sciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35527 | 87-0419387 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>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 |
|---|---|---|
| None |
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. ☐
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
By letter dated June 8, 2022, Lori Teranishi, Alfred Lui, M.D., and Jane Pine Wood graciously tendered their resignation as directors of Emmaus Life Sciences, Inc. (“we,” “us,” “our,” “Emmaus” or the “company”) at the request of Yutaka Niihara, M.D., M.P.H., the company’s Chairman of the Board and Chief Executive Officer. A copy of the letter of resignation is included as Exhibit 99.1 to this Report and incorporated herein by reference.
The restructuring of our Board of Directors was made in connection with recent measures by management to reduce our overall personnel costs. As each director has been very important for the company, it was a very difficult decision to downsize the Board. After consulting with all related parties, including major stockholders, the company chose to ask the three newest members of the Board to step down.
Other planned reductions in operating expenses include a voluntary, three-month, 30% reduction in Dr. Niihara’s salary and similar 10% reductions in the salaries of certain other senior management personnel, and elimination or reduction in spending on certain non-essential activities, including suspension of certain activities by EJ Holdings, Inc., our Japanese joint venture, relating to the retrofitting of its facility in Ube, Japan. Management, under the supervision of our Board of Directors, continually assesses the status of our business and operations and may determine to undertake additional cost-cutting measures or make other changes in our business or operations as our finances may require or permit.
On behalf of our stockholders and other constituents, management wishes to thank Ms. Teranishi, Dr. Lui and Ms. Wood for their services and their willingness to contribute to our restructuring efforts. Management believes that these efforts, combined with anticipated increased sales of Endari in the U.S. and in the United Arab Emirates and other Gulf Cooperation Council countries, will help us to achieve positive income from operations later this year. We will continue to use our best efforts to serve patients, customers and other constituents.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See the accompanying Index to Exhibits, which information is incorporated herein by reference.
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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: June 10, 2022 | Emmaus Life Sciences, Inc. | ||
|---|---|---|---|
| By: | /s/ YUTAKA NIIHARA | ||
| Name: | Yutaka Niihara, M.D., M.P.H. | ||
| Title: | Chairman and Chief Executive Officer |
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INDEX TO EXHIBITS
| Exhibit Number | Description |
|---|---|
| 99.1 | Letter dated June 8, 2022 to the Board of Directors of Emmaus Life Sciences, Inc. |
| 104 | Cover Page Interactive Date File (embedded within Inline XBRL document) |
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Exhibit 99.1
June 8, 2022
Board of Directors
Emmaus Life Sciences, Inc.
21250 Hawthorne Blvd, Suite 800
Torrance, CA 90503
Re: Request for Resignation from the Board
Dear Board of Directors:
As you are aware, Dr. Yutaka Niihara has requested repeatedly over the last few days that Lori Teranishi, Al Lui and Jane Pine Wood resign from the Board of Directors of Emmaus Life Sciences, Inc., ostensibly for cost cutting reasons. While we recognize that cutting expenditures is critical at this time, the timing of Dr. Niihara’s requests coincides precisely with our repeated requests for more in-depth financial information, budget projections and business plans for the company. The role of the board of directors of a publicly traded company is to provide financial oversight, ensure that management is fulfilling its responsibilities, protect shareholder interests, and vote on major company decisions. It has become clear to us that Dr. Niihara is unwilling to work in a cooperative fashion as we attempt to fulfill our roles as directors. Consequently, Lori Teranishi, Al Lui, and Jane Pine Wood are tendering our resignations effective immediately. We know that Emmaus has many hardworking, dedicated employees, and we continue to believe in the Endari product. We wish the company success in the future.
Sincerely,
| /s/ Jane Pine Wood, Esq. |
|---|
| Jane Pine Wood, Esq. |
| /s/ Lori Teranishi |
| Lori Teranishi |
| /s/ Alfred Lui, M.D. |
| Alfred Lui, M.D. |