Current Report Filing (8-k)
July 08 2020 - 4:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 1, 2020
Emmaus Life Sciences, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-35527
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87-0419387
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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21250 Hawthorne Boulevard, Suite 800, Torrance, CA
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90503
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(Address of principal executive offices)
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(Zip Code)
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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
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Trading Symbol
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Name of each exchange
on which registered
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None
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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 4.02. Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report or Completed Interim Review
On July 1, 2020, the Board
of Directors of Emmaus Life Sciences, Inc. (“we,” “us,” “our,” “Emmaus” or the
“company”) in consultation with management and upon the recommendation of the Audit Committee of the Board of Directors
determined that the previously filed audited consolidated financial statements of our EMI Holding, Inc. subsidiary, or EMI, for
the year ended December 31, 2018, as well as EMI’s unaudited consolidated financial statements for the three months ended
March 31, 2019 and the three and six months ended June 30, 2019 and our previously filed unaudited consolidated financial statements
for the three and nine months ended September 30, 2019, can no longer be relied upon as the result of accounting errors identified
by management in the course of the preparing the company’s Annual Report on Form 10-K for the year ended December 31, 2019
related to the following matters:
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1.
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The misclassification as equity of warrants issued by EMI in October
of 2018, which warrants should have been accounted for as liabilities based upon fair value.
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2.
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The erroneous consolidation as a Variable Interest Entity, or VIE, of EMI’s interest in EJ Holdings, Inc., which should
have been accounted for based upon the equity method.
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As a result of the
aforementioned items and additional consideration of other immaterial items, the audited consolidated financial statements
for the year ended December 31, 2018 and unaudited consolidated financial statements for three months and nine months ended
September 30, 2019, as well as EMI’s unaudited consolidated financial statements for three months ended March 31, 2019
and the three and six months ended June 30, 2019, will be restated. The audit of the year ended December 31, 2019 is ongoing
and is not yet completed and there may be additional corrections.
These matters have been
discussed with BDO USA, LLP, our independent registered public accounting firm, and SingerLewak LLP, EMI’s predecessor independent
registered public accounting firm.
Until we have reissued
the restated financial statements for the periods discussed above, investors and other readers of our filings with the SEC are
cautioned to not rely on the financial statements in question to the extent that they are affected by the accounting issues described
above. Similarly, related press releases, earnings releases, and investor communications describing the financial statements for
these periods should no longer be relied upon.
On July 8, 2020, we issued
a press release regarding non-reliance on the financial statements. A copy of the press release is included as Exhibit 99.1
to this Current Report and incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits
(d) Exhibits
See the accompanying
Index to Exhibits, which information is incorporated herein by reference.
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: July 8, 2020
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Emmaus Life Sciences, Inc.
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By:
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/s/ JOSEPH C. SHERWOOD III
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Name: Joseph C. Sherwood III
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Title: Chief Financial Officer
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INDEX TO EXHIBITS
3
Emmaus Life Sciences (QX) (USOTC:EMMA)
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