10-K/A - EMMA - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

10-K/A

(AmendmentNo. 1)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the fiscal year ended December 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from to

Commission

File Number: 001-35527

Emmaus

Life Sciences, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	2834	87-0419387

| (State or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |

| Incorporation or Organization) | Classification Code Number) | Identification No.) |

21250

Hawthorne Boulevard, Suite 800, Torrance, California 90503

(Address of principal executive offices, including zip code)

(310) 214-0065

(Registrant’s telephone number, including area code)

Securities

Registered Pursuant to Section 12(b) of the Act

None.

Securities

Registered Pursuant to Section 12(g) of the Act:

Common

stock, $0.001 par value

Common

stock purchase warrants

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐

| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |

| 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of shares of common stock held by non-affiliates of the registrant as of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, was $58,283,977 based upon the closing price of the common stock as reported on the OTCQB.

There were 49,311,864 shares of common stock outstanding as of July 14, 2021.

Auditor Name: BAKER TILLYUS, LLP Auditor Location: San Diego, California Auditor Firm ID: 23

TABLE

OF CONTENTS

ITEM		PAGE
	EXPLANATORY NOTE	1
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	2
	SIGNATURES	3

EXPLANATORY

NOTE

Emmaus Life Sciences, Inc. is filing this Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022, for purposes of adding certain exhibits inadvertently omitted therefrom.

PART

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
3.	Exhibits:<br> The exhibits listed in the following “Exhibit Index” are incorporated by reference<br> as part of this Annual Report.
---	---

Exhibit Index

Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
10.1	Purchase and Sale Agreement dated __, 2021 between Emmaus Medical, Inc. and Prestige Capital Finance, LLC.	8-K	001-35527	10.1	February 22, 2021
10.2	Guaranty dated December 9, 2020 by Emmaus Life Sciences, Inc. in favor of Prestige Capital Finance, LLC	8-K	001-35527	10.2	February<br> 22, 2021

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, California, on July 1, 2022.

Emmaus Life Sciences, Inc.
By:	/s/<br> Yutaka Niihara
	Name:	Yutaka<br> Niihara, M.D., M.P.H.
	Title:	Chairman and Chief Executive Officer