0000899140-15-000872.txt : 20151120 0000899140-15-000872.hdr.sgml : 20151120 20151120172341 ACCESSION NUMBER: 0000899140-15-000872 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20151120 DATE AS OF CHANGE: 20151120 GROUP MEMBERS: ALEXANDER J. DENNER 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: 151247563 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 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 e112015a.htm AMENDMENT NO. 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

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)
 
November 19, 2015
(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. ☐
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).


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CUSIP No.  29137P109
Page 3 of 4 Pages
SCHEDULE 13D


 
Item 1.  Security and Issuer.
This statement constitutes Amendment No. 2 to the Schedule 13D (this “Amendment No. 2”) 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 and amended by Amendment No. 1 thereto (as amended, 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 4.  Purpose of Transaction.
Item 4 of the Initial Schedule 13D is hereby amended by adding the following:

On November 19, 2015, Sarissa Capital Management LP (“Sarissa Capital”), Yutaka Niihara and the Issuer entered into Amendment No. 1 to the Designation Agreement (the “Amendment”) pursuant to which, among other things, the parties thereto agreed to terminate the Designation Agreement.  In connection with the Amendment, Mayu Sris, Managing Director of Sarissa Capital, resigned from the Board of Directors of the Issuer.  A copy of the Amendment is filed herewith as an exhibit and incorporated herein by reference, and any description herein of the Amendment is qualified in its entirety by reference to the Amendment filed herewith.


Item 7. Material to Be Filed as Exhibits.

1            The Amendment
 
CUSIP No.  29137P109
Page 4 of 4 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:  November 20, 2015

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



 EX-1 2 e112015b.htm AMENDMENT NO. 1 TO AGREEMENT
AMENDMENT NO. 1 TO AGREEMENT
This Amendment No. 1 to Agreement (this “Amendment”) is entered into as of November 19, 2015 by and among the Company, Niihara, and Sarissa in order to amend the Agreement entered into as of September 11, 2013 (the “Original Agreement”) among them and TRW as follows:
1.            Definitions.  Terms not otherwise defined in this Amendment shall have the meanings attributed to such terms in the Original Agreement.  References in the Original Agreement to this “Agreement" mean the Original Agreement as amended by this Amendment and as further amended from time to time as provided in the Original Agreement.
2.            Termination of Original Agreement; Waivers.
         (a)            The Original Agreement is hereby terminated among the parties, and the parties shall have no further rights or obligations to each other under the Original Agreement.
         (b)            As a material inducement to each of the other parties to enter into this Amendment, and without limitation of the other terms set forth herein, each of the parties hereby irrevocably and unconditionally (i) waives fully and forever any and all rights (whether known or unknown) each has ever had, has or may have under the Original Agreement against each other, and (ii) waives and releases each other fully and forever from any and all obligations each has ever had, has or may have to the other under the Original Agreement.
3.            General Representations, Warranties and Agreements.
         (a)            Each party warrants and represents to each of the other parties that such party has not heretofore assigned, subrogated or transferred to any natural person, firm, partnership, corporation or entity whatsoever any claim, right or interest under the Original Agreement.  In the event that any claim, demand, cause of action or suit is made or initiated against a party to this Amendment because of any such purported prior assignment, transfer or subrogation of any such claim, right or interest, the assigning, transferring or subrogating party shall indemnify, defend and hold harmless the other parties from any such claim, demand, cause of action or suit, and from any such purported assignment, subrogation or transfer.
         (b)            Each party warrants and represents to each of the other parties that such party is entering into this Amendment without duress or undue influence, in good faith and for sufficient consideration, and that this Amendment is fair, just and reasonable as to such party.  Each party enters into this Amendment with full knowledge of any and all rights that such party may have by reason of or in relation to the Original Agreement.
          (c)            Each party warrants and represents to each of the other parties that this Amendment has been duly and validly authorized by all requisite corporate or other company action of such party, if applicable, has been duly and validly executed and delivered by such party, and constitutes the valid and binding obligation of such party, enforceable against such party in accordance with its terms.
4.            Confidentiality.  Each party acknowledges and agrees that the specific terms and conditions of this Amendment and the related letter agreement of even date between Niihara and
 
Sarissa (the “Related Agreement”) are and shall remain absolutely confidential, and each party shall use commercially reasonable efforts not to disclose the terms hereof and thereof, except as follows: (a) as may be required to satisfy a party’s obligations to any taxing authorities or other governmental authority; (b) as required by law, including, without limitation, the federal or state securities laws and regulations or court order; (c) communications with legal counsel and tax, business, and other professional advisors, who shall be informed that such information is confidential and who shall agree to maintain such confidentiality); (d) as necessary to enforce any provision of this Amendment or the Related Agreement; and (e) as reasonably necessary in the ordinary course of their business operations, including (in the case of Sarissa) for customary fund reporting purposes to the limited partners thereof or other investors therein.  There shall be no public announcement of this Amendment or the Related Agreement, except (i) by the Company pursuant to a Form 8-K reviewed in advance by Sarissa and Niihara, (ii) by the Company by inclusion of this Amendment as an exhibit to its Current Report on Form 8-K disclosing the entry into this Amendment or its Annual Report on Form 10-K for the year ending December 31, 2015, (iii), to the extent deemed necessary by Sarissa, by Sarissa pursuant to a Schedule 13D reviewed in advance by the Company and Niihara, and (iv) by Niihara pursuant to a Schedule 13D reviewed in advance by the Company and Sarissa.
5.            No Other Terms.  In entering into this Amendment and the Related Agreement, it is understood and agreed that the parties are relying wholly upon their own judgment, belief and knowledge, and except to the extent expressly stated herein, that they have not been influenced to any extent whatsoever in making this Amendment or the Related Agreement by any representations or statements regarding said damages or regarding any other matter made by the persons, firms, entities or corporations who are hereby released, or by any person representing the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

   
 
/s/ Yutaka Niihara                                 
 
Yutaka Niihara, M.D., M.P.H.
   
   
 
EMMAUS LIFE SCIENCES, INC.
   
 
By:
/s/ Peter Ludlum                                  
   
Name:
Peter Ludlum
   
Title:
Co-Executive Committee Member and Chief Financial Officer
   
   
 
SARISSA CAPITAL MANAGEMENT, LP
   
 
By:
/s/ Mark Dipaolo                                  
   
Name:
Mark DiPaolo
   
Title:
General Counsel

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