8-K

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): September 9, 2019

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, California	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
Common Stock, $0.001 par value	EMMA	The NASDAQ Capital Market
Warrants to purchase common stock	EMMAW	The NASDAQ Capital Market

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on July 18, 2019, Emmaus Life Sciences, Inc. (“we,” “our,” “us,” “Emmaus” or the “company”) received a notice of noncompliance from the Listing Qualifications Staff of The Nasdaq Stock Market (the “Staff”) indicating that the company was not compliant with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing of the company common stock on The Nasdaq Capital Market and was not in compliance with the minimum Round Lot holder requirement for continued listing of the company publicly traded warrants. The company timely filed an appeal of the Staff’s determination, which appeal was heard on September 5, 2019.

On September 9, 2019, the company was notified that the Nasdaq Hearing Panel declined to reverse the Staff’s determination to delist the company securities. As a result, the company common stock and warrants will be suspended from trading on The Nasdaq Capital Market as of the opening of trading on September 11, 2019. It is expected that the company common stock and warrants will be eligible for quotation on the OTC Market as of that date.

Item 8.01 Other Events.

On September 10, 2019, the company issued a press release announcing the Hearing Panel’s decision. A copy of the press release is filed as Exhibit 99.1 to this Current Report and is 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.

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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: September 10, 2019	Emmaus Life Sciences, Inc.
	By:	/s/ JOSEPH C. SHERWOOD III
		Name:	Joseph C. Sherwood III
		Title:	Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit		Incorporated by Reference				Filed/
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Furnished
99.1	Press Release dated September 10, 2019					*

* Filed herewith.

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EX-99.1

Exhibit 99.1

Emmaus Life Sciences to be Delisted from Nasdaq Stock Market Following Hearing

-- Company Committed to Listing on Major Exchange --

Torrance CA, September 10, 2019 - Emmaus Life Sciences, Inc. (Nasdaq: EMMA), a leader in sickle cell disease treatment, announced today that it was informed yesterday that the Nasdaq Hearings Panel had declined to reverse the Nasdaq Listing Qualification’s decision to delist Emmaus common stock and warrants. As a result, Emmaus common stock and warrants will be delisted from The Nasdaq Stock Market at the start of trading on Wednesday, September 11, 2019. It is expected that the company’s common stock and warrants will be eligible for quotation on the OTC market after that date.

As previously disclosed, on July 19, 2019, Emmaus received a notice from the Listing Qualifications Staff of The Nasdaq Stock Market indicating that the company was not compliant with the $5 million minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1)). The Listing Qualifications Staff also notified the company that it was not compliant with the 400 minimum Round Lot holder requirement under Nasdaq Listing Rule 5515(a)(1) for continued listing of Emmaus warrants listed under the ticker symbol "EMMAW."

In its letter to Emmaus, the Nasdaq Hearings Panel recognized that the company is doing important work, and expressed its hope that Emmaus securities may again trade on Nasdaq once the company meets Nasdaq’s initial listing standards. Emmaus said that it is committed to listing its common stock on a national securities exchange. The Emmaus warrants are expected to remain quoted on the OTC market.

Emmaus also said that the delisting of its common stock and warrants from The Nasdaq Stock Market is no way related to its current business operations or long-term growth plans.

Recent company highlights include:

● Reported sharply improved 2019 second quarter results, with net revenues up 128% year-over-year to $5.9 million from $2.6 million, as the company continues to commercialize its sickle cell disease drug.

● Added Oncology Supply, a part of Amerisource Bergen, as a distributor.

● Granted European patent for use of pharmaceutical-grade L-glutamine in treating diverticulosis.

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. For more information, please visit www.emmauslifesciences.com.

Forward-looking Statements

Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made, and Emmaus assumes no duty to update forward-looking statements. In addition to factors previously disclosed in Emmaus’ reports filed with the Securities and Exchange Commission and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements and historical performance: the risk that no established trading market develops for Emmaus common stock and warrants, which could have a material adverse effect on the marketability and trading prices of the securities; and the risks and uncertainties relating to future revenue growth.

Company Contact:	Investor Relations Contact:
Emmaus Life Sciences, Inc.	PondelWilkinson Inc.
Joseph (Jay) C. Sherwood III	Roger Pondel/Laurie Berman
Chief Financial Officer	Tel: (310) 279-5980
Tel: (310) 214-0065, Ext. 3005	Email: EMMA@pondel.com
Email: jsherwood@emmauslifesciences.com

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