(Amendment No. 1)*
CUSIP
No. 29137P109
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1. Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only).
Yutaka Niihara, M.D., MPH
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(A) x
(B) o
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6. Citizenship or Place of Organization: U.S.
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Number of Shares Beneficially Owned
by Each Reporting Person With:
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7. Sole Voting Power
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1,647,563 (1)
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8. Shared Voting Power
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9,529,711 (2)
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9. Sole Dispositive Power
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1,647,563 (1)
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10. Shared
Dispositive Power
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9,529,711 (2)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,177,274
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12. Check
if the Aggregate Amount In Row 11 Excludes Certain Shares (See Instructions)
☐
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13. Percent of Class Represented by Amount in Row 11
37.7% (3)
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14. Type of Reporting Person (See Instructions)
IN
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(1) Consists of (a) 44,229 shares of Common Stock for which Dr. Niihara is custodian and of which he may be deemed the indirect beneficial owner since he has sole voting and investment control over the shares, (b) 55,556 shares owned by Hope Hospice and of which Dr. Niihara is the chief executive officer and may be deemed the indirect beneficial owner since he has sole voting and investment power over the shares, (c) 1,000,000 shares underlying warrants to purchase shares of Common Stock and (d) 527,778 shares underlying stock options.
(2) Represents 9,529,711 shares of Common Stock held jointly by Yutaka Niihara and his spouse, Soomi Niihara.
(3) Based on 28,093,848 shares of Common Stock outstanding as of March 20, 2015.
CUSIP No. 29137P109
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1. Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only).
Soomi Niihara
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(A) x
(B) o
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6. Citizenship or Place of Organization: U.S.
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Number of Shares Beneficially Owned
by Each Reporting Person With:
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7. Sole Voting Power
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0 |
8. Shared Voting Power
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9,529,711 (1)
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9. Sole Dispositive Power
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0 | |
10. Shared
Dispositive Power
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9,529,711 (1)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,529,711
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12. Check if the Aggregate Amount In Row 11 Excludes Certain Shares (See Instructions)
o
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13. Percent of Class Represented by Amount in Row 11
33.9% (2)
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14. Type of Reporting Person (See Instructions)
IN
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This Amendment No. 1 relates to the Schedule 13D filed on May 6, 2011 (the “Original Schedule 13D”) by Dr. Yutaka Niihara and his spouse, Soomi Niihara (each a “Reporting Person” and, jointly, the “Reporting Persons”), with respect to the common stock, $0.001 par value (“Common Stock”), of Emmaus Life Sciences, Inc., formerly known as Emmaus Holdings, Inc. (the “Issuer”). Capitalized terms used but not defined herein have the meanings set forth in the Original Schedule 13D.
Item 1. Security and Issuer
Item 1 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
The name of the Issuer was changed from Emmaus Holdings, Inc. to Emmaus Life Sciences, Inc. effective September 14, 2011. The principal executive offices of the Issuer are located at 21250 Hawthorne Boulevard, Suite 800, Torrance, California 90503.
Item 2. Identity and Background
Item 2 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
(a) The Reporting Persons jointly own beneficially approximately 37.7% of the Issuer’s Common Stock.
(b) The business address of the Reporting Persons is 21250 Hawthorne Boulevard, Suite 800, Torrance, California 90503.
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
On April 18, 2015, the Issuer filed a Current Report on Form 8-K to report a number of changes in the management of the Issuer, including the elevation of Dr. Niihara to the position of Chairman of the Board of the Issuer and his removal as President and Chief Executive Officer effective May 1, 2015. Dr. Niihara, one of the Reporting Persons, is considering his options regarding possible plans and proposals that relate to, or might result in, (a) changes in the present board of directors of the Issuer and (b) changes in the Issuer’s charter or Bylaws.
By: | /s/ Yutaka Niihara | |
Yutaka Niihara, M.D., MPH | ||
By: | /s/ Soomi Niihara | |
Soomi Niihara |