0000899140-14-000508.txt : 20140624 0000899140-14-000508.hdr.sgml : 20140624 20140613172247 ACCESSION NUMBER: 0000899140-14-000508 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140613 DATE AS OF CHANGE: 20140613 GROUP MEMBERS: ALEXANDER J. DENNER PH.D. GROUP MEMBERS: SARISSA CAPITAL DOMESTIC FUND LP GROUP MEMBERS: SARISSA CAPITAL OFFSHORE MASTER FUND LP 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: 14910967 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: Sarissa Capital Management LP CENTRAL INDEX KEY: 0001577524 IRS NUMBER: 900924432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 s13da1.htm SCHEDULE 13D, AMENDMENT #1 s13da1.htm
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Emmaus Life Sciences, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
29137P109
(CUSIP Number)
 
Mark DiPaolo
General Counsel
Sarissa Capital Management LP
660 Steamboat Road
Greenwich, CT 06830
203-302-2330
 
With a copy to:
Russell Leaf
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
212-728-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
June 9, 2014
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  o
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
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 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.  29137P109
Page 2 of 8 Pages
SCHEDULE 13D
 



 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Sarissa Capital Management LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)   x
(b)   o    
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
      o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
1,997,657
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
1,997,657
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,997,657
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
     o
   
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.3%
14
TYPE OF REPORTING PERSON
 
PN

 
 
 
 
 
 
 
 
 
 
CUSIP No.  29137P109
Page 3 of 8 Pages
SCHEDULE 13D
 



 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Alexander J. Denner, Ph.D.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)   x
(b)   o    
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
      o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
1,997,657
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
1,997,657
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,997,657
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
     o
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.3%
14
TYPE OF REPORTING PERSON
 
IN

 
 
 
 
 
 
 

 
CUSIP No.  29137P109
Page 4 of 8 Pages
SCHEDULE 13D
 


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Sarissa Capital Offshore Master Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   x
(b)   o    
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
      o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
804,856
8
SHARED VOTING POWER
 
 
9
SOLE DISPOSITIVE POWER
 
804,856
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
804,856
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
     o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
14
TYPE OF REPORTING PERSON
 
PN

 
 
 
 
 
 
 
 
 
 
 
CUSIP No.  29137P109
Page 5 of 8 Pages
SCHEDULE 13D
 



 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Sarissa Capital Domestic Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   x
(b)   o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
      o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
1,192,801
8
SHARED VOTING POWER
 
 
9
SOLE DISPOSITIVE POWER
 
1,192,801
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,192,801
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
     o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
14
TYPE OF REPORTING PERSON
 
PN

 
 
 
 
 
 
 
 
 
CUSIP No.  29137P109
Page 6 of 8 Pages
SCHEDULE 13D
 



 
Item 1.  Security and Issuer.
 
This statement constitutes Amendment No. 1 to the Schedule 13D relating to the Common Stock, par value $0.001 (the “Shares”), issued by Emmaus Life Sciences, Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on May 16, 2014 (the "Initial Schedule 13D"), on behalf of the Reporting Persons (as defined in the Initial Schedule 13D), to furnish the additional information set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.
 
Item 3.  Source or Amount of Funds or Other Consideration.
 
Item 3 of the Initial Schedule 13D is hereby amended by adding the following:
 
The aggregate exercise price of the warrants to purchase Shares exercised by the Reporting Persons as described in Item 4 below was $1,391,799.50.  The source of funding for this exercise price was the general working capital of the applicable Reporting Person.
 
Item 4.  Purpose of Transaction.
 
Item 4 of the Initial Schedule 13D is hereby amended by adding the following:
 
On June 9, 2014, (i) Sarissa Capital Domestic Fund LP (“Sarissa Domestic”) exercised warrants to purchase 237,441 Shares at an exercise price of $3.50 per Share and (ii) Sarissa Capital Offshore Master Fund LP (“Sarissa Offshore”) exercised warrants to purchase 160,216 Shares at an exercise price of $3.50 per Share.  On June 10, 2014, the Issuer, based on an offer made to those of its shareholders who participated in the Issuer’s private placement on September 11, 2013 (the “Transaction”), issued the following warrants to replace those that were exercised: (i) a warrant to Sarissa Domestic to purchase 237,441 Shares at an exercise price of $3.50 per Share, and (ii) a warrant to Sarissa Offshore to purchase 160,216 Shares at an exercise price of $3.50 per Share (collectively, the “Replacement Warrants”).  The Replacement Warrants have the same expiration date (i.e., September 11, 2018) and other terms as the warrants to purchase Shares issued by the Issuer in its private placement on September 11, 2013 (the “Private Placement Warrants”, and together with the Replacement Warrants, the “Warrants”).  Sarissa Capital Management LP consented to the Transaction in accordance with its rights under Section 1(a) of the Designation Agreement (as defined in the Initial Schedule 13D).

The description herein of the Replacement Warrants in this Schedule 13D is qualified in its entirety by reference to the full text of the Form of Warrant, a copy of which was referenced in the Initial Schedule 13D.
 
Item 5.  Interest in Securities of the Issuer.
 
Item 5 of the Initial Schedule 13D is hereby amended by replacing it in its entirety with the following:
 
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 1,997,657 Shares (consisting of 1,197,657 Shares and 800,000 Shares underlying the Warrants) representing approximately 7.3% of the Issuer's outstanding Shares (based upon the 26,724,057 Shares stated to be outstanding as of May 13, 2014 by the Issuer in the Issuer’s Form 10−Q for the quarterly period ended March 31, 2014).

(b) For purposes of this Schedule 13D:
 
 
 
 
 
 
 
 
 
 
 
CUSIP No.  29137P109
Page 7 of 8 Pages
SCHEDULE 13D
 
 
Sarissa Domestic has sole voting power and sole dispositive power with regard to 1,192,801 Shares (consisting of 715,121 Shares and 477,680 Shares underlying the Warrants).  Sarissa Offshore has sole voting power and sole dispositive power with regard to 804,856 Shares (consisting of 482,536 Shares and 322,320 Shares underlying the Warrants).  Sarissa Capital, as the investment advisor to the Sarissa Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 1,997,657 Shares held by the Sarissa Funds.  By virtue of his position as the Chief Investment Officer of Sarissa Capital and as the managing member of Sarissa Capital’s general partner, Dr. Denner may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 1,997,657 Shares held by the Sarissa Funds.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 6 of the Initial Schedule 13D is hereby amended by replacing it in its entirety with the following:
 
Except as otherwise described herein or as set forth in the Subscription Agreement, the Designation Agreement or the Warrants, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CUSIP No.  29137P109
Page 8 of 8 Pages
SCHEDULE 13D
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  June 13, 2014
  
   
SARISSA CAPITAL MANAGEMENT LP
  
   
   
By:
/s/Mark DiPaolo                                                  
 
 
Name: Mark DiPaolo
  
 
Title: General Counsel
  
   
   
SARISSA CAPITAL DOMESTIC FUND LP
  
By: Sarissa Capital Fund GP LP, its general partner
  
   
   
By:
/s/Mark DiPaolo                                                  
 
 
Name: Mark DiPaolo
  
 
Title: Authorized Person
  
   
   
SARISSA CAPITAL OFFSHORE MASTER FUND LP
  
By: Sarissa Capital Offshore Fund GP LLC, its general partner
  
   
   
By:
/s/Mark DiPaolo                                                  
 
 
Name: Mark DiPaolo
  
 
Title: Authorized Person
  
   
   
   
   
/s/Alexander J. Denner                                            
 
Alexander J. Denner