Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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, par value $0.001 per share |
| (Title of Class of Securities) |
| 29137T101 |
| (CUSIP Number) |
Yutaka Niihara, M.D., M.P.H. 21250 Hawthorne Boulevard, Suite 800 Torrance, California 90503 (310) 214-0065 |
| (Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| February 6, 2020 |
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-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 (“Act”) 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 | 29137T101 | 2 of 7 |
| 1. |
Name of reporting person.
Yutaka Niihara, M.D., M.P.H. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (A) | ☐ | ||
| (B) | ☐ | ||
| 3. | SEC USE ONLY
| ||
| 4. |
Source of Funds (See Instructions) PF
| ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
| ||
| 6. |
Citizenship or Place of Organization | ||
| United States | |||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 2,467,840(1) |
| 8. |
Shared Voting Power 10,591,637(2)
| |
| 9. |
Sole Dispositive Power 2,467,840(1)
| |
| 10. |
Shared Dispositive Power 10,591,637(2)
|
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 13,122,477
| |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |
| 13. |
Percent of Class Represented by Amount in Row (11) 25.7%
| |
| 14. | Type of Reporting Person (See Instructions) IN |
| (1) | The shares shown consist of 1,102,651 shares underlying stock options and 1,365,189 shares underlying a warrant held by Dr. Niihara. |
| (2) | The issued shares shown consist of 10,498,843 shares held jointly by the Reporting Persons and 92,794 shares held by Hope International Hospice, Inc., a California corporation of which the Reporting Persons are the sole shareholders and directors. |
| CUSIP | 29137T101 | 3 of 7 |
| 1. | Name of reporting person.
Soomi Niihara | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (A) | ☐ | ||
| (B) | ☐ | ||
| 3. | SEC Use Only
| ||
| 4. | Source of Funds (See Instructions) PF
| ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
| ||
| 6. | Citizenship or Place of Organization | ||
| United States | |||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole
Voting Power 63,000 |
| 8. | Shared Voting Power 10,591,637(2)
| |
| 9. | Sole Dispositive Power 63,000
| |
| 10. | Shared Dispositive Power 10,591,637(2)
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 10,654,637
| |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |
| 13. | Percent of Class Represented by Amount in Row (11) 21.9%
| |
| 14. | Type of Reporting Person (See Instructions)
IN |
| (2) | The issued shares shown consist of 10,498,843 shares held jointly by the Reporting Persons and 92,794 shares held by Hope International Hospice, Inc., a California corporation of which the Reporting Persons are the sole shareholders and directors. |
| CUSIP | 29137T101 | 4 of 7 |
This Amendment No. 1 (this “Amendment”) relates to the report on Schedule 13D filed on August 2, 2019 (the “Original Report”) by Dr. Yutaka Niihara with respect to the common stock, $0.001 par value (“Common Stock”), of Emmaus Life Sciences, Inc.) (the “Issuer”). The Issuer’s principal executive offices are located at 21250 Hawthorne Boulevard, Suite 800, Torrance, California 90503.
Items 2 – 5 and 7 of the Original Report are hereby amended and supplemented by the following information:
Item 2. Identity and Background
| (a) | This Amendment is filed jointly by Dr. Niihara and his wife, Soomi Niihara (each, a “Reporting Person” and jointly, the “Reporting Persons”). |
| (b) | The Reporting Persons’ address for purposes of this Report is c/o Emmaus Life Sciences, Inc., 21250 Hawthorne Boulevard, Suite 800, Torrance, California 90503. |
| (c) | Dr. Niihara’s principal employment is as Chairman and Chief Executive Officer of the Issuer. Mrs. Niihara is principally employed as the President of Hope International Hospice, Inc. | |
| (d)-(e) | During the last five years, neither Reporting Person has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | United States. |
Item 3. Source and Amount of Funds or Other Consideration. Item
On or about August 29, 2019, 46,446 shares of Common Stock held by Dr. Niihara as custodian for the Reporting Persons’ adult children as reflected in the Original Report were transferred to the children. Also, certain shares of Common Stock over which the Original Report indicated that Dr. Niihara had sole voting and investment power were transferred to the Reporting Persons jointly. Since the filing of the Original Report through March 23, 2020, the Reporting Persons had purchased in open market transactions 335,050 shares of Common Stock, or approximately 2.6% of the total shares beneficially owned by Dr. Niihara as reported in the Original Report. The shares were purchased from personal or retirement funds of the Reporting Persons.
| CUSIP | 29137T101 | 5 of 7 |
Item 4. Purpose of Transaction.
| (a) | The purchased shares described in Item 3, above, were acquired for investment purposes. The Reporting Person may determine to acquire additional shares of Common Stock, or to dispose of shares of Common Stock, from time to time in open market transactions or in privately negotiated transactions. | |
| (b)-(j) | Not applicable |
Item 5. Interest in Securities of the Issuer
| (a) | Information regarding the number of shares and percentage of Common Stock beneficially owned by each of the Reporting Persons as set forth in Item 1 of this Amendment is incorporated herein by reference to rows 11 and 13 of the Cover Page relating to each of the Reporting Persons. |
| (b) | Information about the powers that each of the Reporting Persons has relative to the shares beneficially owned by him or her is incorporated herein by reference to rows 7 through 10 of the Cover Page relating to each of the Reporting Persons. |
| (c) | The information in Item 3, above, is incorporated herein by reference. |
| (d) | None. |
| (e) | Not applicable. |
Item 7. Exhibits.
See Joint Filing Agreement attached as Exhibit A.
| CUSIP | 29137T101 | 6 of 7 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
| Dated: April 2, 2020 | By | /s/ YUTAKA NIIHARA |
| Yutaka Niihara, M.D., M.P.H. | ||
| By | /s/ SOOMI NIIHARA | |
| Soomi Niihara |
| CUSIP | 29137T101 | 7 of 7 |
EXHIBIT A
The undersigned agree that a single Schedule 13D, including any amendment thereto, relating to the common stock of Emmaus Life Sciences, Inc. shall be filed on behalf of the undersigned and that this agreement shall be filed as an exhibit to such Schedule 13D.
| Dated: April 2, 2020 | /s/ YUTAKA NIIHARA |
| Yutaka Niihara, M.D., M.P.H. | |
/s/ SOOMI NIIHARA | |
| Soomi Niihara |