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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 8, 2022

 

Emmaus Life Sciences, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-35527   87-0419387

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

21250 Hawthorne Boulevard, Suite 800, Torrance, CA   90503
(Address of principal executive offices)   (Zip Code)

 

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:

 

☐ 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 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

 

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

 

Title of each class   Trading Symbol   Name of each exchange
on which registered
None        

 

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 13(a) of the Exchange Act. ☐

 

 

 

 

 

  

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

Voting Results

 

At the Annual Meeting of Stockholders of Emmaus Life Sciences, Inc. (“we,” “us,” “our, “Emmaus” or the “company”) held on December 8, 2022 (the “Annual Meeting”), the stockholders of the company voted on three proposals, all of which were approved. Management solicited proxies for the Annual Meeting pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. There was no solicitation of proxies in opposition to management’s nominees for election as directors identified in the proxy statement and all of management’s nominees were elected to our Board of Directors.

 

As of the record date for the Annual Meeting, there were 49,558,501 shares of common stock outstanding and entitled to vote. The details of voting at the Annual Meeting are provided below.

 

Proposal 1:

 

To elect the five nominees named below to our Board of Directors, to serve until the next annual meeting of stockholders and until their successors are elected and qualified or their earlier retirement, resignation or removal: 

 

   Votes For  Votes Withheld  Broker
Non-Votes
Yutaka Niihara, M.D., M.P.H.  23,176,995  400,562  6,022,530
Willis C. Lee  23,194,026  383,531  6,022,530
Seah Lim, M.D., Ph.D.  23,233,528  344,029  6,022,530
Wei Peu Derek Zen  23,229,478  348,079  6,022,530
Ian Zwicker  23,233,428  344,129  6,022,530

 

Proposal 2:

 

   Votes For  Votes Against  Votes Withheld  Broker
Non-Votes
To approve the amendment to our restated certificate of incorporation to authorize our Board of Directors in its discretion to effect a reverse stock split of the outstanding shares of our common stock within one year following the Annual Meeting at a ratio of not less than 1-for-5 nor greater than 1-for-8  28,880,074  679,945  40,068  0

 

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Proposal 3:

   Votes For  Votes Against  Votes Withheld  Broker
Non-Votes
To ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022  29,515,739  50,244  34,104  0

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

See the accompanying Index to Exhibits, which information is incorporated herein by reference.

 

 

 

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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 9, 2022 Emmaus Life Sciences, Inc.
     
  By: /s/ YASUSHI NAGASAKI
    Name:  Yasushi Nagasaki
    Title: Chief Financial Officer

 

 

 

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EXHIBIT INDEX

 

        Incorporated by Reference    
Exhibit Number   Exhibit Description   Form   File No.     Exhibit   Filing Date
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)                

 

 

 

 

 

 

 

 

 

 

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