0001213900-19-012175.txt : 20190708 0001213900-19-012175.hdr.sgml : 20190708 20190708070225 ACCESSION NUMBER: 0001213900-19-012175 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190708 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190708 DATE AS OF CHANGE: 20190708 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53072 FILM NUMBER: 19944199 BUSINESS ADDRESS: STREET 1: 21250 HAWTHORNE BLVD. STREET 2: SUITE 800 CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 310-214-0065 MAIL ADDRESS: STREET 1: 21250 HAWTHORNE BLVD. STREET 2: SUITE 800 CITY: TORRANCE STATE: CA ZIP: 90503 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 8-K 1 f8k070819_emmauslifesciences.htm CURRENT REPORT

 

 

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): July 8, 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 July 8, 2019, Emmaus Life Sciences, Inc. (“we,” “us,” “our,” “Emmaus” or the “company”) issued a press release related to the company’s Pilot/Phase I study of its pharmaceutical-grade L-glutamine in the treatment of diverticulosis. A copy of the press releases is included as Exhibit 99.1 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.

 

 

 

 

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:  July 8, 2019 EMMAUS LIFE SCIENCES, INC.
     
  By: /s/ WILLIS C. LEE
  Name:   Willis C. Lee
  Title: Chief Operating Officer

 

 

 

INDEX TO EXHIBITS

 

Exhibit
Number

 

Description

   
99.1  

July 8, 2019 press release of Emmaus Life Sciences, Inc.

 

 

 

 

EX-99.1 2 f8k070819ex99-1_emmaus.htm JULY 2, 2019 PRESS RELEASE OF EMMAUS LIFE SCIENCES, INC.

 

 

 

Emmaus Life Sciences Announces Initiation of its Diverticulosis Study

Study will evaluate change in number and size of colonic diverticula and assess safety

Torrance CA, July 8, 2019 - Emmaus Life Sciences, Inc. (“Emmaus”), a leader in sickle cell disease treatment, announced today the screening of the first patient for the company’s Pilot/Phase 1 study on the treatment of diverticulosis with pharmaceutical-grade L-glutamine (“PGLG”). The study will utilize the same PGLG oral powder used in Endari® to evaluate change in the number and size of colonic diverticula and assess safety in a total of ten patients at multiple study sites.

 

“Commencement of this trial is an important step to a potential new treatment specific for diverticulosis, as we are not aware of approved drugs for this condition,” said Yutaka Niihara, MD, MPH, Chairman and CEO of Emmaus. “This is also a key milestone for Emmaus as we continue to broaden our research pipeline.”

 

Emmaus has issued patents related to compositions including PGLG and methods involving administration of PGLG for the treatment of diverticulosis in the U.S., Japan, Australia, Mexico, China, Indonesia, Korea and Russia.

 

About Diverticulosis

Diverticulosis, or the presence of colonic diverticula (i.e., pouches in the colon wall), is very common in industrialized nations, with its prevalence increasing with age. An estimated 40% of 60 year-olds and 70% of 80 year-olds in the U.S. have diverticulosis. Of these patients, 10% to 25% can be expected to develop diverticulitis, the advancement of peridiverticular inflammation and infection, resulting in abdominal pain, nausea, vomiting, constipation, diarrhea, fever, and leukocytosis (i.e., abnormally high white blood cell count).

 

About Endari® (L-glutamine oral powder)

 

Indication

 

Endari is indicated to reduce the acute complications of sickle cell disease in adult and pediatric patients five years of age and older.

 

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Important Safety Information

 

The most common adverse reactions (incidence >10 percent) in clinical studies were constipation, nausea, headache, abdominal pain, cough, pain in extremities, back pain, and chest pain.

 

Adverse reactions leading to treatment discontinuation included one case each of hypersplenism, abdominal pain, dyspepsia, burning sensation, and hot flash.

 

The safety and efficacy of Endari® in pediatric patients with sickle cell disease younger than five years of age has not been established.

 

For more information, please see full Prescribing Information of Endari at: www.ENDARIrx.com/PI

 

About Sickle Cell Disease

Sickle cell disease is an inherited blood disorder characterized by the production of an altered form of hemoglobin which polymerizes and becomes fibrous, causing red blood cells to become rigid and change form so that they appear sickle shaped instead of soft and rounded. Patients with sickle cell disease suffer from debilitating episodes of sickle cell crises, which occur when the rigid, adhesive and inflexible red blood cells occlude blood vessels. Sickle cell crises cause excruciating pain as a result of insufficient oxygen being delivered to tissue, referred to as tissue ischemia, and inflammation. These events may lead to organ damage, stroke, pulmonary complications, skin ulceration, infection and a variety of other adverse outcomes. Sickle cell disease is a significant unmet medical need, affecting approximately one hundred thousand patients in the U.S. and millions worldwide, the majority of which are of African descent. An estimated 1-in-365 African-American children are born with sickle cell disease.

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.

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 Emmaus of the definitive joint proxy statement/prospectus on Schedule 14A, 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 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.

 

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Forward-looking Statements

 

Certain statements in this release, including statements relating to 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.

 

Company Contact:

Joseph (Jay) C. Sherwood III

Chief Financial Officer

(310) 214-0065 ext. 3005

jsherwood@emmauslifesciences.com

 

Media Contacts:

David Schull or Caroline Cunningham

Russo Partners

(858) 717-2310

david.schull@russopartnersllc.com

caroline.cunningham@russopartnersllc.com

 

 

 

3 

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