Emmaus Life Sciences, INC. 8-K Filing

Ticker: EMMA · Form: 8-K · Filed: Dec 22, 2025 · CIK: 822370

Sentiment: neutral

Filing Stats: 796 words · 3 min read · ~3 pages · Grade level 12 · Accepted 2025-12-22 16:01:52

Key Financial Figures

Filing Documents

01 Entry into a Material

Item 1.01 Entry into a Material Definitive Agreement On December 17, 2025, Emmaus Life Sciences, Inc. ("we," "us," "our," "Emmaus" and the "company") entered into an Exchange Agreement dated as of the same day pursuant to which we agreed to issue to a single individual 6,332,692 shares of common stock of the company valued for this purpose at approximately $0.38 per share (the "Exchange Shares") and a convertible promissory note in the principal amount of $600,000 (the "Exchange Note" and together with the Exchange Shares, the "Exchange Securities") in exchange for the surrender for cancellation and satisfaction of the principal amount of an outstanding convertible promissory note currently due and payable in the principal amount of $3,000,000 (the "Subject Note"). The Subject Note bore interest at the annual rate of 10%, payable semi-annually, and was convertible at the election of the holder into shares of our common stock at the conversion price of $0.13 per share. The Exchange Note will bear interest at the annual rate of 10%, payable semi-annually, and is convertible at an initial conversion price of $0.01 per share which is subject to adjustment as of the end of each three-month period following issuance of the Exchange Note to equal the average "VWAP" of the common stock as of the end of such three-month period if less than the then-conversion price, and subject to further adjustment for stock splits, reverse stock splits and similar events. The principal amount of the Exchange Note is due on demand. No additional consideration was paid in connection with the exchange. The foregoing description of the material terms of the Exchange Agreement and the Exchange Note is not complete and is qualified by reference to the full text of the same, copies of which are filed as exhibits hereto and incorporated herein by reference.

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information in Item 1.01 of this Report with respect to the Exchange Securities is hereby incorporated herein by reference.

02 Unregistered Sale of Securities

Item 3.02 Unregistered Sale of Securities The information in Item 1.01 of this Report regarding the issuance of the Exchange Securities is hereby incorporated herein by reference. The Exchange Securities will be issued without registration under the Securities Act of 1933, as amended, in reliance on the exemption from registration under Section 3(a)(9) of such Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits See the accompanying Index to Exhibits, which information is incorporated herein by reference. 1

SIGNATURES

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: December 22 , 2025 Emmaus Life Sciences, Inc. By: /s/ WILLIS LEE Willis Lee Chairman and Chief Executive Officer 2 INDEX TO EXHIBITS Exhibit Number Description 4.1 Convertible Promissory Note issued December 17. 2025 10.1 Exchange Agreement dated as of December 17, 2025 104 Cover Page Interactive Date File (embedded within Inline XBRL document) 3

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