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. 6)
|
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) |
January 12, 2023 |
(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 5 |
| 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
|
8,869,615(1)
|
| 8. |
Shared Voting Power
|
12,110,351(2)
| |
| 9. |
Sole Dispositive Power
|
8,869,615(1)
| |
| 10. |
Shared Dispositive Power
|
12,110,351(2)
|
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 20,979,966
|
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13. |
Percent of Class Represented by Amount in Row (11) 35.9%(3)
|
| 14. |
Type of Reporting Person (See Instructions)
IN |
| (1) | The shares shown consist of 29,500 shares held in Dr. Niihara’s Individual Retirement Account, 840,115 shares underlying stock options and 8,000,000 shares underlying warrants held by Dr. Niihara. |
| (2) | The shares shown consist of 12,017,557 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. |
| (3) | Based upon 49,583,501 shares outstanding as of December 31, 2022, according to information made available by the Issuer. |
| CUSIP | 29137T101 | 3 of 5 |
| 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
|
12,110,351(2)
| |
| 9. |
Sole Dispositive Power
|
63,000
| |
| 10. |
Shared Dispositive Power
|
12,110,351(2)
|
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 12,173,351
|
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (S ee Instructions) ☐
|
| 13. |
Percent of Class Represented by Amount in Row (11) 24.6%(3)
|
| 14. |
Type of Reporting Person (See Instructions)
IN |
| (2) | The shares shown consist of 12,017,557 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. |
| (3) | Based upon 49,583,501 shares outstanding as of December 31, 2022, according to information made available by the Issuer. |
| CUSIP | 29137T101 | 4 of 5 |
This Amendment No. 6 (this “Amendment”) relates to the report on Schedule 13D filed on August 2, 2019, as amended by Amendments Nos. 1, 2, 3, 4 and 5 thereto filed on February 6, 2020, July 22, 2021, December 1, 2021, February 17, 2022 and November 9, 2022, respectively (as so amended, the “Amended Report”), with respect to the common stock, $0.001 par value per share (“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 3 – 5 of the Amended Report are hereby further amended and supplemented by the following information:
Item 3. Source and Amount of Funds or Other Consideration.
Since the filing on November 9, 2022 of the most recent Amendment to the Amended Report through January 12, 2023, the date of the event which required the filing of this Amendment, the Reporting Persons purchased from their personal or retirement funds in open market transactions approximately 48,800 shares of Common Stock, or approximately 0.4% of the total shares beneficially owned by Dr. Niihara as reported in such Amendment. On January 12, 2023, the Issuer granted to Dr. Niihara a compensatory warrant to purchase up to 7,500,000 shares of Common Stock. The shares underlying the warrant, together with the purchased shares, constitute approximately 36.0% of the total shares beneficially owned by Dr. Niihara as reported in such Amendment.
Item 4. Purpose of Transaction.
| (a) | The shares of Common Stock purchased by the Reporting Persons as described in Item 3, above, were acquired for investment purposes. Any shares of Common Stock acquired by Dr. Niihara upon exercise of the warrant described in Item 3, above, will be held for investment purposes. The Reporting Person may determine to purchase 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. |
| CUSIP | 29137T101 | 5 of 5 |
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: February 21, 2023 | By | /s/ YUTAKA NIIHARA |
| Yutaka Niihara, M.D., M.P.H. | ||
| By | /s/ SOOMI NIIHARA | |
| Soomi Niihara |