0001387131-11-002699.txt : 20111122 0001387131-11-002699.hdr.sgml : 20111122 20111122173107 ACCESSION NUMBER: 0001387131-11-002699 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20111122 DATE AS OF CHANGE: 20111122 GROUP MEMBERS: AMIR F. HESHMATPOUR GROUP MEMBERS: GRIFFIN VENTURES LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMMAUS LIFE SCIENCES, INC. CENTRAL INDEX KEY: 0001420031 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 412254389 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83938 FILM NUMBER: 111222756 BUSINESS ADDRESS: STREET 1: 20725 S. WESTERN AVE. STREET 2: SUITE 136 CITY: TORRANCE STATE: CA ZIP: 90501 BUSINESS PHONE: 310-214-0065 MAIL ADDRESS: STREET 1: 20725 S. WESTERN AVE. STREET 2: SUITE 136 CITY: TORRANCE STATE: CA ZIP: 90501 FORMER COMPANY: FORMER CONFORMED NAME: EMMAUS HOLDINGS, INC. DATE OF NAME CHANGE: 20110504 FORMER COMPANY: FORMER CONFORMED NAME: AFH ACQUISITION IV, INC. DATE OF NAME CHANGE: 20071203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AFH Holding & Advisory, LLC CENTRAL INDEX KEY: 0001414636 IRS NUMBER: 203429148 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9595 WILSHIRE BOULEVARD STREET 2: SUITE 900 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-300-3431 MAIL ADDRESS: STREET 1: 9595 WILSHIRE BOULEVARD STREET 2: SUITE 900 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 SC 13D/A 1 emmaus-sc13da_111411.htm AMENDMENT 4 TO SCHEDULE 13D emmaus-sc13da_111411.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
(Amendment No. 4)
 
Under the Securities Exchange Act of 1934
 
 
Emmaus Life Sciences, Inc.
(Name of Issuer)

Common Stock, par value $.001 per share
(Title of Class of Securities)

29137P109
(CUSIP Number)

Amir Heshmatpour
9595 Wilshire Blvd.
Suite 700
Beverly Hills, CA 90212
 (310) 492-9898
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 14, 2011
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
 

 
CUSIP No.   None
 
     
 
1.
Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
   
AFH Holding & Advisory, LLC
 
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
..........................................................................................................................................
   
(b)
..........................................................................................................................................
 
     
 
3.
SEC Use Only ...........................................................................................................................
 
     
 
4.
Source of Funds (See Instructions) (See item 3).............OO
     
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) .................
 
     
 
6.
Citizenship or Place of Organization      ..... Delaware..
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
    
7.
Sole Voting Power ............ 2,372,250
 
 
8.
 
Shared Voting Power
 
9.
Sole Dispositive Power............ 2,372,250.................................................................................
 
10.
Shared Dispositive Power ............................................................................................................
 
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person .... 2,372,250…………………….......
 
     
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ...........
 
     
 
13.
Percent of Class Represented by Amount in Row (11) .............9.73%.(1)............................
 
     
 
14.
Type of Reporting Person (See Instructions)
.......OO...........................................................................................................................................
 
 
   
 
    (1) Based on 24,381,667 shares of common stock outstanding as of November 7, 2011.
 
 
 
 
 
 
CUSIP No.   None
 
     
 
1.
Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
     
   
Amir F. Heshmatpour
 
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
..........................................................................................................................................
   
(b)
..........................................................................................................................................
 
     
 
3.
SEC Use Only ...........................................................................................................................
 
     
 
4.
Source of Funds (See Instructions) (See item 3).............OO.........................................................
 
     
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) .................
 
     
 
6.
Citizenship or Place of Organization      ..... United States of America...........................................................................
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
    
7.
Sole Voting Power ............ 2,521,049 (1).......................................................................................
 
8.
Shared Voting Power .........………….......................................................................................
 
9.
Sole Dispositive Power............ 2,521,049 (1)................................................................................
 
10.
Shared Dispositive Power ............................................................................................................
 
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person .... 2,521,049 (1)………………….......
 
     
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ...........
 
     
 
13.
Percent of Class Represented by Amount in Row (11) .............10.34%.(2)............................
 
     
 
14.
Type of Reporting Person (See Instructions)
.......IN...........................................................................................................................................
     
(1)  
Represents 2,372,250 shares of common stock owned by AFH Holding & Advisory, LLC (“AFH”) and 148,799 shares of common stock owned by Griffin Ventures, Ltd (“Griffin”). Mr. Heshmatpour is the sole owner of AFH and Griffin and has sole voting and investment control over the securities owned of record by AFH and Griffin. Therefore, he may be deemed a beneficial owner of the 2,372,250 shares of common stock owned by AFH and the 148,799 shares of common stock owned by Griffin.
(2)  
Based on 24,381,667 shares of common stock outstanding as of November 7, 2011.
 
 
 
 
 
 
 
CUSIP No.   None
 
     
 
1.
Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
   
Griffin Ventures, Ltd.
 
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
..........................................................................................................................................
   
(b)
..........................................................................................................................................
 
     
 
3.
SEC Use Only ...........................................................................................................................
 
     
 
4.
Source of Funds (See Instructions) (See item 3).............OO.........................................................
 
     
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) .................
 
     
 
6.
Citizenship or Place of Organization      ..... Nevada...........................................................................
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
    
7.
Sole Voting Power ............ 148,799.......................................................................................
 
8.
Shared Voting Power .........………….......................................................................................
 
9.
Sole Dispositive Power............ 148,799................................................................................
 
10.
Shared Dispositive Power ............................................................................................................
 
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person .... 148,799………………….......
 
     
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ...........
 
     
 
13.
Percent of Class Represented by Amount in Row (11) .............0.61%.(1)............................
 
 
14.
Type of Reporting Person (See Instructions)
.......OO...........................................................................................................................................
 

(1)  
Based on 24,381,667 shares of common stock outstanding as of November 7, 2011.
 
 
 
 
 
Item 1.  Security and Issuer.

This Schedule 13D/A relates to the common stock, par value $.001 per share (the “Common Stock”) of Emmaus Life Sciences, Inc., whose principal executive offices is located at 20725 S. Western Avenue, Suite 136, Torrance, CA 90501 (the “Issuer”).

Item 2. Identity and Background.

(a) The names of the reporting persons are Amir F. Heshmatpour, AFH Holding & Advisory, LLC (“AFH”) and Griffin Ventures, LTD (“Griffin”) (the “Reporting Persons”).

(b) The business address of the Reporting Persons is 9595 Wilshire Blvd, Beverly Hills, CA 90212.

(c) Mr. Heshmatpour is a director of the Issuer and is the sole owner of AFH and Griffin.

(d) During the last five years the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years the Reporting Persons were not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result was not or is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Heshmatpour is a citizen of the U.S.A. AFH was formed in Delaware. Griffin was formed in Nevada.

Item 3.  Source and Amount of Funds or Other Consideration.

On November 14, 2011, Griffin sold an aggregate of 112,001 shares of Common Stock of the Issuer for the aggregate sum of $400,000 or $3.5714 per share of Common Stock pursuant to the terms of that certain stock purchase agreement, dated November 14, 2011, by and between Griffin and Ali Esmaili.

On November 21, 2011, Griffin sold an aggregate of 11,200 shares of Common Stock of the Issuer for the aggregate sum of $40,000 or $3.5714 per share of Common Stock pursuant to the terms of that certain stock purchase agreement, dated November 21, 2011, by and between Griffin and Sohrab Sepehran. As of the date hereof, Griffin owns 148,799 shares of Common Stock.

Mr. Heshmatpour is the sole owner of Griffin and AFH has sole voting and investment control over the securities owned by Griffin and AFH. As of the date hereof, AFH owns 2,372,250 shares of Common Stock. Therefore, Mr. Heshmatpour may be deemed to beneficially own the 148,799 shares of Common Stock owned by Griffin and 2,372,250 shares of Common Stock owned by AFH.

Item 4.  Purpose of Transaction.

Griffin sold an aggregate of 123,201 shares of Common Stock of the Issuer for an aggregate sum of $440,000 pursuant to the terms of those certain stock purchase agreements as described in Item 3 above.

Item 5.  Interest in Securities of the Issuer.

(a) As of the date of this filing, Mr. Heshmatpour beneficially owns 2,521,049 shares of Common Stock and no shares of record, representing 10.34% of the outstanding shares of Common Stock. AFH owns of record 2,372,250 shares of Common Stock, representing 9.73% of the outstanding shares of Common Stock. Griffin owns of record 148,799 shares of Common Stock, representing 0.61% of the outstanding shares of Common Stock. Each of the amounts represented in this Item 5(a) is based upon 24,381,667 shares of Common Stock issued and outstanding as of November 7, 2011.

(b) Mr. Heshmatpour is the sole owner of Griffin and AFH and has the sole right to vote and dispose, or direct the disposition, of the 2,521,049 shares of Common Stock owned of record by Griffin and AFH.

(c) The 112,001 and 11,200 shares of Common Stock were disposed by Griffin effective November 14, 2011 and November 21, 2011, respectively.

(d) Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 123,201 shares.

 
 
 
 
(e) Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information disclosed in Item 3 is incorporated herein by this reference.

Item 7.  Material to Be Filed as Exhibits.


Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
November 22, 2011
 
   
 
     
   
/s/Amir F. Heshmatpour
    Amir F. Heshmatpour
     
 
   
AFH Holding & Advisory, LLC
     
  By:
/s/Amir F. Heshmatpour
    Amir F. Heshmatpour
    Managing Director
                                                
   
Griffin Ventures, Ltd.
     
  By:
/s/Amir F. Heshmatpour
    Amir F. Heshmatpour
    President
  








 
 EX-10.1 2 ex-10_1.htm STOCK PURCHASE AGREEMENT ex-10_1.htm
 
Exhibit 10.1

STOCK PURCHASE AGREEMENT
AGREEMENT dated November 14, 2011 by and among Griffin Ventures Ltd. (“Griffin” or “Seller”), and the investor listed on Schedule A hereto (the “Buyer”).  Buyer and Seller are sometimes hereinafter collectively referred to as the “Parties”.

WHEREAS, Seller is the legal and beneficial owners of an aggregate of One Hundred Twelve Thousand and One (112,001) shares (the “Securities”) of common stock, par value $0.001 per share (the “Common Stock”), of Emmaus Life Sciences, Inc., (formerly Emmaus Holdings, Inc. formerly AFH Acquisition IV, Inc.) a Delaware corporation (the “Company”); and

WHEREAS, for good and valuable consideration, Seller desires to transfer and sell to Buyer all right, title and interest in the Securities and Buyer desires to purchase all such right, title and interest in the Securities (the “Sale”) in the amounts set forth in Schedule A hereto;

NOW THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.           Sale of Securities.

(a)           Securities to be Acquired.  At the Closing, and upon the terms and subject to the conditions of this Agreement, and upon the representations, warranties and covenants herein made, Seller shall transfer and sell to Buyer, and Buyer agrees to purchase from the Seller, the Securities set forth on Schedule A hereto, for the Purchase Price hereinafter set forth.
 
 
 
 
(b)           Purchase Price.  Upon the terms and subject to the conditions set forth in this Agreement, for the aggregate sum of Four Hundred Thousand Dollars ($400,000) (the “Purchase Price”), or $3.5714 per share of Common Stock (the “Per Share Price”), in immediately available funds by check or wire transfer to “AFH Holding & Advisory, LLC” effective as of the date first written above, Seller hereby sell, transfer, assign and convey to Buyer, and Buyer hereby purchases from Seller, the Securities.
2.           Representations and Warranties of Buyer.  The Buyer hereby represents and warrants to each Seller, which representations and warranties shall survive the Closing, the following:

(a)           Buyer has all requisite power and authority to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by Buyer in connection with or pursuant to this Agreement.  Upon execution and delivery by Buyer at the Closing, this Agreement is a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b)           The execution, delivery and performance of this Agreement by Buyer will not conflict with or result in the breach of any term or provision of, or violate or constitute a default under, any charter provision or bylaw or under any material agreement, to which Buyer is a party or by which Buyer is in any way bound or obligated.

(c)           No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Buyer in connection with the transactions contemplated by this Agreement.

(d)           Buyer understands that the Securities are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Buyer’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws).  Buyer is acquiring the Securities hereunder in the ordinary course of its business. Buyer does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.
 
(e)            At the time Buyer was offered the Securities, it was, and at the date hereof it is an “accredited investor” as defined in Rule 501(a) under the Securities Act.  Buyer is not required to be registered as a broker-dealer under Section 15 of the Exchange Act of 1934, as amended.
 
(f)       Buyer acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when issued, will be “restricted securities” and as a result, Buyer acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available.  Buyer is aware of the provisions of Rule 144 promulgated under the Act which permit resales of common stock purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the common stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of shares of common stock being sold during any three-month period not exceeding specified limitations.
 
(g)           Buyer either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment.  Buyer is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
 
 
 
 
 
(h)           Buyer is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
 
(i)           Buyer acknowledges that Buyer has had the opportunity to ask questions of, and receive answers from the Company or any authorized person acting on its behalf concerning the Company and its proposed business plan (including its initial acquisition target and the need to raise additional capital through the offer and sale of equity and/or debt securities) and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Buyer.  In connection therewith, Buyer acknowledges that Buyer has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf.  Buyer has received and reviewed all the information concerning the Company and the Securities, both written and oral, that Buyer desires.  Without limiting the generality of the foregoing, Buyer has been furnished with or has had the opportunity to acquire, and to review: all information, both written and oral, that Buyer desires with respect to the Company’s business, management, financial affairs and prospects.  In determining whether to make this investment, Buyer has relied solely on (i) Buyer’s own knowledge and understanding of the Company and its business based upon Buyer’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 2(j) below.

(j)           Buyer has carefully considered and has discussed with the Buyer’s legal, tax, accounting and financial advisors, to the extent the Buyer has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for the Buyer’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Buyer. Buyer has relied solely on such advisors and not on any statements or representations of the Company or any of its agents.  Buyer understands that Buyer (and not the Company) shall be responsible for Buyer’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement.

(k) Buyer acknowledges and agrees that such Buyer’s investment in the Company is reasonable in relation to Buyer’s net worth and financial needs and Buyer is able to bear the economic risk of losing their entire investment in the Securities.

 
 
 

(l)           Buyer understands that any and all certificates representing the Securities and any and all securities issued in replacement thereof or in exchange therefore shall bear the following legend or one substantially similar thereto, which Buyer has read and understands:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”

In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefore, shall bear such legend as may be required by the securities laws of the jurisdiction in which Buyer resides.

(m)           Buyer has not been furnished with any oral representation or oral information in connection with the offering of the Securities that is not contained in, or is in any way contrary to or inconsistent with, statements made in this Agreement.

(n)           No representations or warranties have been made to Buyer by the Company or the Seller, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Seller contained herein, and in purchasing the Securities the Buyer is not relying upon any representations other than those contained in this Agreement.

(o)           Buyer represents and warrants that Buyer has kept and will keep confidential any information made available in connection with its investigation of the Company and its intended business and agrees that all such information shall be kept in confidence by the Buyer and neither be used by the Buyer for the Buyer’s personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason (other than Buyer’s legal and tax advisors) notwithstanding that the Buyer’s Subscription may not be accepted by the Company.

(p)           Buyer acknowledges that it is purchasing shares from Seller, whom is an “affiliate” of the Issuer as defined in Rule 405 under the Securities Act.

3.           Closing.

(a)           Time; Place; Outcome.  The closing of the Sale of the Securities (the “Closing”) will take place on the date mutually agreed upon by Buyer and Seller, but in any event no later than November 30, 2011, unless mutually agreed to a later date by all Parties.  At the Closing, Seller shall transfer to Buyer clear and marketable title to the Securities, free and clear of any and all liens, claims, encumbrances and adverse interests of any kind, by delivering to the Buyer the certificates for the Securities in negotiable form, duly endorsed in blank, with stock transfer powers executed and attached thereto, and Buyer shall deliver the funds representing the Purchase Price to Seller.

 
 
 
 
(b)           Conditions Precedent to Seller’s Obligations.  The obligations of Seller at Closing shall be subject to the satisfaction, on or prior to the Closing, of the following conditions precedent, any one or more of which may be waived by the Seller.

(i) Representations and Warranties.  The representations of and warranties by the Buyer in Section 2 hereof shall be true and accurate on and as of the Closing.

(ii)           Performance.  The Buyer shall have performed and complied with all agreements and conditions contained herein or in other ancillary documents incident to the transactions contemplated by this Agreement required to be performed or complied with by him prior to or at the Closing.

(iii)           Consents; Authorizations.  The Buyer shall have secured all permits, consents and authorizations, if any, that shall be necessary or required lawfully to consummate this Agreement.

(iv)           Proceedings and Documents.  All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory in substance and form to Seller or their counsel, and Seller or their counsel shall have received all such counterpart originals (or certified or other copies) of such documents as they may reasonably request.

(c)           At any time and from time to time after the Closing, the Parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the transactions contemplated by this Agreement.

4.           Miscellaneous.

(a)           Entire Agreement.  This Agreement contains the entire understanding of the Parties and supersedes all previous verbal and written agreements.  There are no other agreements, representations, or warranties other than those specifically referenced or set forth herein.

(b)           Notices.  All notices or other documents under this Agreement shall be in writing and delivered in person or mailed by certified mail, postage prepaid, addressed to the Parties at the addresses first above written, on any new address designated in like manner by any party hereto.
 
 
 
 
 
(c)           Waiver.  No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of such right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein.

(d)           Survival of Agreements.  All agreements, covenants, representations and warranties contained herein or made in writing in connection with the transactions contemplated hereby shall survive the execution and delivery of this Agreement.

(e)           Events of Termination.  Anything herein or elsewhere to contrary notwithstanding, this Agreement may be terminated by written notice of termination at any time before the purchase of the Securities by mutual written consent of the Parties.

(f)           Governing Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.  Parties submits to the jurisdiction of any state or federal court sitting in Delaware, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court.  Each Party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court.  Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other Party with respect thereto.  Each Party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.  In the event of suit under this Agreement, the prevailing party will be entitled to costs, including reasonable attorneys’ fees; provided, however, in the event that damages are reduced from the original claim brought by the initiating party, the amount of costs provided shall so reflect such reduction by an equal pro rata amount.

(g)           Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of Parties and the Company and their respective successors and assigns.

(h)           Execution and Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
 
(i) Headings.  The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.
 
 
 
 

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of November 14, 2011.
 
   
SELLER:
     
    Griffin Ventures Ltd
     
   
By:
/s/Amir F. Heshmatpour
   
Name:
 Amir F. Heshmatpour
   
Title:
  
 
   
BUYER:
     
     
   
By:
/s/Ali Esmaili
   
Name:
 Ali Esmaili

 
 
 

SCHEDULE A

Name of Investor
Number of Securities
Total Purchase Price
Ali Esmaili
112,001
$400,000

EX-10.2 3 ex-10_2.htm STOCK PURCHASE AGREEMENT ex-10_2.htm
 
Exhibit 10.2
STOCK PURCHASE AGREEMENT
 
AGREEMENT dated November 21, 2011 by and among Griffin Ventures Ltd. (“Griffin” or “Seller”), and the investor listed on Schedule A hereto (the “Buyer”).  Buyer and Seller are sometimes hereinafter collectively referred to as the “Parties”.

WHEREAS, Seller is the legal and beneficial owners of an aggregate of One Hundred  Fifty Nine Thousand Nine Hundred Ninety Nine (159,999) shares (the “Securities”) of common stock, par value $0.001 per share (the “Common Stock”), of Emmaus Life Sciences, Inc., (formerly Emmaus Holdings, Inc. formerly AFH Acquisition IV, Inc.) a Delaware corporation (the “Company”); and

WHEREAS, for good and valuable consideration, Seller desires to transfer and sell to Buyer all right, title and interest in the Securities and Buyer desires to purchase all such right, title and interest in the Securities (the “Sale”) in the amounts set forth in Schedule A hereto;

NOW THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.           Sale of Securities.

(a)           Securities to be Acquired.  At the Closing, and upon the terms and subject to the conditions of this Agreement, and upon the representations, warranties and covenants herein made, Seller shall transfer and sell to Buyer, and Buyer agrees to purchase from the Seller, the Securities set forth on Schedule A hereto, for the Purchase Price hereinafter set forth.

(b)           Purchase Price.  Upon the terms and subject to the conditions set forth in this Agreement, for the aggregate sum of Forty Thousand Dollars ($40,000) (the “Purchase Price”), or $3.5714 per share of Common Stock (the “Per Share Price”), in immediately available funds by check or wire transfer to “AFH Holding & Advisory, LLC” effective as of the date first written above, Seller hereby sell, transfer, assign and convey to Buyer, and Buyer hereby purchases from Seller, the Securities.


2.           Representations and Warranties of Buyer.  The Buyer hereby represents and warrants to each Seller, which representations and warranties shall survive the Closing, the following:

(a)           Buyer has all requisite power and authority to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by Buyer in connection with or pursuant to this Agreement.  Upon execution and delivery by Buyer at the Closing, this Agreement is a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

 
 
 
(b)           The execution, delivery and performance of this Agreement by Buyer will not conflict with or result in the breach of any term or provision of, or violate or constitute a default under, any charter provision or bylaw or under any material agreement, to which Buyer is a party or by which Buyer is in any way bound or obligated.

(c)           No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Buyer in connection with the transactions contemplated by this Agreement.

(d)           Buyer understands that the Securities are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Buyer’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws).  Buyer is acquiring the Securities hereunder in the ordinary course of its business. Buyer does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.
 
(e)            At the time Buyer was offered the Securities, it was, and at the date hereof it is an “accredited investor” as defined in Rule 501(a) under the Securities Act.  Buyer is not required to be registered as a broker-dealer under Section 15 of the Exchange Act of 1934, as amended.
 
(f)       Buyer acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when issued, will be “restricted securities” and as a result, Buyer acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available.  Buyer is aware of the provisions of Rule 144 promulgated under the Act which permit resales of common stock purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the common stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of shares of common stock being sold during any three-month period not exceeding specified limitations.
 
(g)           Buyer either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment.  Buyer is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
 
(h)           Buyer is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
 
(i)           Buyer acknowledges that Buyer has had the opportunity to ask questions of, and receive answers from the Company or any authorized person acting on its behalf concerning the Company and its proposed business plan (including its initial acquisition target and the need to raise additional capital through the offer and sale of equity and/or debt securities) and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Buyer.  In connection therewith, Buyer acknowledges that Buyer has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf.  Buyer has received and reviewed all the information concerning the Company and the Securities, both written and oral, that Buyer desires.  Without limiting the generality of the foregoing, Buyer has been furnished with or has had the opportunity to acquire, and to review: all information, both written and oral, that Buyer desires with respect to the Company’s business, management, financial affairs and prospects.  In determining whether to make this investment, Buyer has relied solely on (i) Buyer’s own knowledge and understanding of the Company and its business based upon Buyer’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 2(j) below.

 
 
 
(j)           Buyer has carefully considered and has discussed with the Buyer’s legal, tax, accounting and financial advisors, to the extent the Buyer has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for the Buyer’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Buyer. Buyer has relied solely on such advisors and not on any statements or representations of the Company or any of its agents.  Buyer understands that Buyer (and not the Company) shall be responsible for Buyer’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement.

(k) Buyer acknowledges and agrees that such Buyer’s investment in the Company is reasonable in relation to Buyer’s net worth and financial needs and Buyer is able to bear the economic risk of losing their entire investment in the Securities.


(l)           Buyer understands that any and all certificates representing the Securities and any and all securities issued in replacement thereof or in exchange therefore shall bear the following legend or one substantially similar thereto, which Buyer has read and understands:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”

In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefore, shall bear such legend as may be required by the securities laws of the jurisdiction in which Buyer resides.

 
 
 
(m)           Buyer has not been furnished with any oral representation or oral information in connection with the offering of the Securities that is not contained in, or is in any way contrary to or inconsistent with, statements made in this Agreement.

(n)           No representations or warranties have been made to Buyer by the Company or the Seller, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Seller contained herein, and in purchasing the Securities the Buyer is not relying upon any representations other than those contained in this Agreement.

(o)           Buyer represents and warrants that Buyer has kept and will keep confidential any information made available in connection with its investigation of the Company and its intended business and agrees that all such information shall be kept in confidence by the Buyer and neither be used by the Buyer for the Buyer’s personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason (other than Buyer’s legal and tax advisors) notwithstanding that the Buyer’s Subscription may not be accepted by the Company.

(p)           Buyer acknowledges that it is purchasing shares from Seller, whom is an “affiliate” of the Issuer as defined in Rule 405 under the Securities Act.

3.           Closing.

(a)           Time; Place; Outcome.  The closing of the Sale of the Securities (the “Closing”) will take place on the date mutually agreed upon by Buyer and Seller, but in any event no later than November 30, 2011, unless mutually agreed to a later date by all Parties.  At the Closing, Seller shall transfer to Buyer clear and marketable title to the Securities, free and clear of any and all liens, claims, encumbrances and adverse interests of any kind, by delivering to the Buyer the certificates for the Securities in negotiable form, duly endorsed in blank, with stock transfer powers executed and attached thereto, and Buyer shall deliver the funds representing the Purchase Price to Seller.

 
 
 
(b)           Conditions Precedent to Seller’s Obligations.  The obligations of Seller at Closing shall be subject to the satisfaction, on or prior to the Closing, of the following conditions precedent, any one or more of which may be waived by the Seller.

(i) Representations and Warranties.  The representations of and warranties by the Buyer in Section 2 hereof shall be true and accurate on and as of the Closing.

(ii)           Performance.  The Buyer shall have performed and complied with all agreements and conditions contained herein or in other ancillary documents incident to the transactions contemplated by this Agreement required to be performed or complied with by him prior to or at the Closing.

(iii)           Consents; Authorizations.  The Buyer shall have secured all permits, consents and authorizations, if any, that shall be necessary or required lawfully to consummate this Agreement.

(iv)           Proceedings and Documents.  All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory in substance and form to Seller or their counsel, and Seller or their counsel shall have received all such counterpart originals (or certified or other copies) of such documents as they may reasonably request.

(c)           At any time and from time to time after the Closing, the Parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the transactions contemplated by this Agreement.

4.           Miscellaneous.

(a)           Entire Agreement.  This Agreement contains the entire understanding of the Parties and supersedes all previous verbal and written agreements.  There are no other agreements, representations, or warranties other than those specifically referenced or set forth herein.

(b)           Notices.  All notices or other documents under this Agreement shall be in writing and delivered in person or mailed by certified mail, postage prepaid, addressed to the Parties at the addresses first above written, on any new address designated in like manner by any party hereto.

(c)           Waiver.  No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of such right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein.

 
 
 
(d)           Survival of Agreements.  All agreements, covenants, representations and warranties contained herein or made in writing in connection with the transactions contemplated hereby shall survive the execution and delivery of this Agreement.

(e)           Events of Termination.  Anything herein or elsewhere to contrary notwithstanding, this Agreement may be terminated by written notice of termination at any time before the purchase of the Securities by mutual written consent of the Parties.

(f)           Governing Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.  Parties submits to the jurisdiction of any state or federal court sitting in Delaware, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court.  Each Party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court.  Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other Party with respect thereto.  Each Party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.  In the event of suit under this Agreement, the prevailing party will be entitled to costs, including reasonable attorneys’ fees; provided, however, in the event that damages are reduced from the original claim brought by the initiating party, the amount of costs provided shall so reflect such reduction by an equal pro rata amount.

(g)           Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of Parties and the Company and their respective successors and assigns.

(h)           Execution and Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

(i) Headings.  The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.


 
 
 



IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of November 21, 2011.



SELLER:

Griffin Ventures Ltd

/s/ Amir F. Heshmatpour                                                      
Name: Amir F. Heshmatpour




BUYER:


/s/ Sohrab Sepehran______                                                                
Name: Sohrab Sepehran



 
 
 

SCHEDULE A

Name of Investor
Number of Securities
Total Purchase Price
Sohrab Sepehran
11,200
$40,000



EX-99.1 4 ex-99_1.htm JOINT FILING AGREEMENT ex-99_1.htm
 
Exhibit 99.1

JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock, par value $0.001 per share, of Emmaus Life Sciences, Inc., and further agree that this Joint Filing Statement shall be included as an Exhibit to such joint filings.
 
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information in inaccurate.
 
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of November 22, 2011.
 
 
   
 
     
   
/s/Amir F. Heshmatpour
    Amir F. Heshmatpour
     
 
   
AFH Holding & Advisory, LLC
     
  By:
/s/Amir F. Heshmatpour
    Amir F. Heshmatpour
    Managing Director
                                                
   
Griffin Ventures, Ltd.
     
  By:
/s/Amir F. Heshmatpour
    Amir F. Heshmatpour
    President