DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 12, 2019

Emmaus Life Sciences, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-53072	41-2254389
(State or Other Jurisdiction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

21250 Hawthorne Boulevard, Suite 800, Torrance, CA 90503

(Address, including zip code, off principal executive offices)

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 (see General Instruction A.2. below):

☐ 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 240.14d2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 13a) of the Exchange Act.     ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

ITEM 8.01 Other Events.

On June 12, 2019, , Emmaus Life Sciences, Inc. (“we,” “us,” “our,” “Emmaus” or the “company”) posted on its website the joint press release issued by MYnd Analytics, Inc. regarding the availability of the definitive joint proxy statement/prospectus for the respective special meetings of stockholders of the companies to be held on July 9, 2019. On June 24, 2019, Emmaus issued a press release announcing the start of a Pilot/Phase 1 study of the company’s pharmaceutical-grade L-glutamine to reduce blood sugar in patients with type II diabetes. Copies of the press releases are included as Exhibit 99.1 and Exhibit 99.2, respectively, 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.

Proposed Business Combination Transaction

This report is deemed to be made in respect of the proposed business combination involving Emmaus Life Sciences, Inc. and MYnd Analytics, Inc. In connection with the proposed transaction, Emmaus and MYnd have filed documents with the U.S. Securities and Exchange Commission (SEC), including the filing by MYnd of a Registration Statement on Form S-4 containing a joint proxy statement/prospectus, and each of Emmaus and MYnd plan to file with the SEC other documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF EMMAUS AND MYND ARE URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS, WHEN FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents at the SEC’s web site at www.sec.gov/edgar/searchedgar/companysearch.html or by contacting Emmaus Investor Relations or MYnd Investor Relations.

Emmaus, MYnd and their respective directors and executive officers may be deemed participants in the solicitation of proxies with respect to the proposed transaction. Information regarding the interests of these directors and executive officers in the proposed transaction is included in the joint proxy statement/prospectus described above.  

No Offer or Solicitation

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

1 

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:  June 24, 2019	EMMAUS LIFE SCIENCES, INC.
	By:	/s/ WILLIS C. LEE
	Name:	Willis C. Lee
	Title:	Chief Operating Officer

2 

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	June 12, 2019 press release of Emmaus Life Sciences, Inc.
99.2	June 24, 2019 press release of Emmaus Life Sciences, Inc.

3 

EX-99.1

Exhibit 99.1

MYnd Analytics and Emmaus Life Sciences Announce
Availability of Definitive Joint Proxy Statement/Prospectus Relating to Merger and Spin-off Transaction

Mission Viejo and Torrance CA, June 12, 2019 - MYnd Analytics, Inc. (Nasdaq: MYND) , a predictive analytics company aimed at improving the delivery of mental health services through the combination of telemedicine and data analytics, and Emmaus Life Sciences, Inc. (“Emmaus”), a leader in sickle cell disease treatment, announced today that the registration statement filed with the Securities and Exchange Commission (SEC), which includes the definitive joint proxy statement/prospectus of MYnd and Emmaus, was declared effective by the SEC on June 11, and companies intend to commence mailing to their stockholders on June 14. The respective special stockholder meetings will be held on July 9, 2019 to consider approval of the proposed merger and spin-off transaction announced in January of this year. The record date for each meeting is June 7, 2019.

How to Find It

INVESTORS AND SECURITY HOLDERS OF MYND AND EMMAUS ARE URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC BY MYND AND EMMAUS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors and security holders may obtain free copies of these documents at the SEC’s web site at www.sec.gov/edgar/searchedgar/companysearch.html or by contacting MYnd Investor Relations or Emmaus Investor Relations.

MYnd, Emmaus and their respective directors and executive officers may be deemed participants in the solicitation of proxies with respect to the proposed transaction. Information regarding the interests of these directors and executive officers in the proposed transaction is included in the joint proxy statement/prospectus described above.

About MYnd Analytics

MYnd Analytics, Inc. (www.myndanalytics.com), with its wholly owned subsidiary Arcadian Telepsychiatry Services, LLC, is a technology-enabled telepsychiatry and teletherapy company that provides enhanced access to behavioral health services, improves patient outcomes and helps lower the costs associated with behavioral health issues. The MYnd Psychiatric EEG Evaluation Registry (PEER) is a predictive analytics decision support tool that helps physicians reduce trial and error treatment for behavioral health conditions. PEER provides the physician a personalized care plan with recommended treatment options based on a patient’s unique brain markers, reducing treatment time and treatment costs. Arcadian Telepsychiatry Services, LLC provides a suite of complementary telemedicine services that can be combined with PEER, including telepsychiatry, teletherapy, digital patient screening, curbside consultation, on-demand services, and scheduled encounters for all age groups. MYnd’s customers include major health plans, health systems, and community-based organizations. To read more about the benefits of this patented technology for patients, physicians and payers, please visit: www.myndanalytics.com.

About Emmaus Life Sciences

Emmaus Life Sciences, Inc. is a commercial-stage biopharmaceutical company engaged in the discovery, development, marketing and sale of innovative treatments and therapies, including those in the rare and orphan disease categories. Its lead prescription product, Endari, demonstrated positive clinical results in a completed Phase 3 clinical trial for sickle cell disease and received FDA approval in July 2017. Emmaus began marketing and selling Endari in the U.S.in January 2018. For more information, please visit www.emmauslifesciences.com.

No Offer or Solicitation

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Forward-looking Statements

Certain statements in this release, including statements relating to the proposed transaction are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are based upon MYnd’s and Emmaus’ expectations and beliefs regarding future events. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. In addition to factors previously disclosed in MYnd’s and Emmaus’ reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from the forward-looking statements: the ability to obtain the requisite approval by MYnd’s and Emmaus’ stockholders and meet other closing conditions to the Merger; delay in closing the Merger; the ability to effect the proposed spin-off; and possible adverse tax consequence of the proposed transaction. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking. The statements made in this release speak only as of the date stated herein, and subsequent events and developments may cause MYnd’s or Emmaus’ expectations and beliefs to change. While MYnd or Emmaus may elect to update these forward-looking statements, each of MYnd and Emmaus specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing MYnd’s or Emmaus’ views as of any date after the date stated herein.

Contacts:

For MYND: 

Crescendo Communications, LLC 

Tel: +1 (212) 671-1020 

Email: mynd@crescendo-ir.com

For Emmaus: 

Joseph (Jay) C. Sherwood III 

Chief Financial Officer

Tel: +1 (310) 214-0065, Ext. 3005

Email: jsherwood@emmauslifesciences.com

Emmaus Investor Relations:

PondelWilkinson Inc.
Evan Pondel/Judy Sfetcu
Tel: +1 (310) 279-5980

Email: epondel@pondel.com
           jsfetcu@pondel.com

EX-99.2

Exhibit 99.2

Emmaus Life Sciences Announces
Protocol for Study of Pharmaceutical-grade L-glutamine for the Treatment of Diabetes

Torrance CA, June 24, 2019 - Emmaus Life Sciences, Inc. (“Emmaus”), a leader in sickle cell disease treatment, announced today the use of its pharmaceutical-grade L-glutamine (“PGLG”) in a clinical study to determine its efficacy in lowering blood sugar in patients with type II diabetes.

The open-label pilot study is being conducted by Charles R. Zerez, Ph.D., M.D. and his co-investigator, Frank Singer, M.D., of Straub Medical Center in Honolulu, Hawaii. The first patient has been dosed and it is anticipated that total enrollment will include 20 to 30 female and male patients ages 18 and older who have been diagnosed with diabetes mellitus type II.

“We are excited to collaborate with the Straub Medical Center to begin to better understand the role of PGLG in the treatment of diabetes,” said Yutaka Niihara, M.D., M.P.H., Chairman and Chief Executive Officer of Emmaus. “Diabetes has been among the targets for Emmaus as we look to expand the therapeutic application of PGLG.”

“Type II diabetes is the most common form of the disease and having evidence that PGLG could lower blood sugar would have significant implications for patients in search of a safe and effective treatment,” said Dr. Zerez, Internal Medicine. “I look forward to studying the efficacy of PGLG, which hopefully leads to a new treatment that improves the lives of patients with diabetes.”

About Emmaus Life Sciences

Emmaus Life Sciences, Inc. is a commercial-stage biopharmaceutical company engaged in the discovery, development, marketing and sale of innovative treatments and therapies, including those in the rare and orphan disease categories. Please visit www.emmauslifesciences.com.

About Straub Medical Center

Straub is a 159-bed medical center in Honolulu, Hawai‘i. It has more than 400 employed or contracted physicians providing care to its patients in more than 32 different specialties and primary care. Straub is part of Hawai‘i Pacific Health (“HPH”), one of the state’s largest health care networks with four major medical facilities and over 70 locations statewide. In addition to Straub, HPH includes Kapi‘olani, Pali Momi and Wilcox Medical Centers. Straub was founded in 1921 by Dr. George F. Straub and will be celebrating its 100th anniversary in January of 2021.

Proposed Business Combination Transaction

This release is deemed to be made in respect of the proposed business combination involving Emmaus Life Sciences, Inc. and MYnd Analytics, Inc. (“MYnd”). In connection with the proposed transaction, Emmaus and MYnd have filed documents with the U.S. Securities and Exchange Commission (SEC), including the filing by MYnd of a Registration Statement on Form S-4 containing a joint proxy statement/prospectus, and each of Emmaus and MYnd plan to file with the SEC other documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF EMMAUS AND MYND ARE URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS, WHEN FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders may obtain free copies of these documents at the SEC’s web site at www.sec.gov/edgar/searchedgar/companysearch.html or by contacting Emmaus Investor Relations or MYnd Investor Relations.

Emmaus, MYnd and their respective directors and executive officers may be deemed participants in the solicitation of proxies with respect to the proposed transaction. Information regarding the interests of these directors and executive officers in the proposed transaction is included in the joint proxy statement/prospectus described above.  

No Offer or Solicitation

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Forward-looking Statements

Certain statements in this release, including statements relating to possible efficacy of PGLG in reducing blood sugar in diabetes patients and the proposed business combination transaction, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are based upon Emmaus’ expectations and beliefs regarding future events. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. In addition to factors previously disclosed in Emmaus’ reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from the forward-looking statements: the inherent risks associated with human drug development, including the possibility that the study will be unsuccessful; the ability of Emmaus and MYnd to obtain the requisite approval of the proposed business combination transaction by their respective stockholders and meet other closing conditions to the transaction; delay in closing the transaction; the ability of MYnd to effect the proposed spin-off of its legacy business and assets; and possible adverse tax consequence of the proposed transaction. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking. The statements made in this release speak only as of the date stated herein, and subsequent events and developments may cause Emmaus’ expectations and beliefs to change. While Emmaus may elect to update these forward-looking statements, Emmaus specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing Emmaus’ views as of any date after the date stated herein.

Emmaus Contact:

Joseph (Jay) C. Sherwood III 

Chief Financial Officer

Tel: (310) 214-0065, Ext. 3005

jsherwood@emmauslifesciences.com

Media Contacts:

David Schull or Caroline Cunningham
Russo Partners
Tel: (858) 717-2310

david.schull@russopartnersllc.com

caroline.cunningham@russopartners.com