EMMA Emmaus Life Sciences Inc (QB)

Item 3.02 Unregistered Sales of Equity Shares

On January 11, 2023, Emmaus Life Sciences, Inc. (“we,” “us,” “our,” “Emmaus” or the “company”) issued five-year warrants to purchase up to 250,000 shares of our common stock at an exercise price of $0.50 a share, subject to adjustment in the event of a stock split, reverse stock split and similar events, to each of two individuals in exchange for consulting services rendered to the company.

On January 18, 2023, one of our directors loaned us $1 million in exchange for a convertible promissory note of the company in the principal amount of $1 million. The convertible promissory note is due on demand after one year from the date of issuance until two years from such date, bears interest at the annual rate of 10%, payable quarterly, and is convertible at the option of the holder into shares of our common stock at a conversion rate of $0.50 a share, or 2,000,000 shares, subject to adjustment in the event of a stock split, reverse stock split and similar events.

On January 27, 2023, we issued a five-year warrant to purchase 500,000 shares of our common stock at an exercise price of $0.47 a share, subject to adjustment in the event of a stock split, reverse stock split and similar events, to a consulting firm in exchange for consulting services rendered to the company. The warrant shares, together with the shares underlying the warrants and the convertible promissory note described above, constitute approximately 6% of the number of shares of common stock outstanding prior to the issuance of the warrants and the convertible promissory note.

The foregoing is a summary of the material terms of the warrants and the convertible promissory note and is not complete. The summary is qualified by reference to the terms and provisions of the respective warrants and the convertible promissory note, copies of which are filed as exhibits to this Current Report.

The foregoing warrants and convertible promissory note were issued without registration under the Securities Act of 1933, as amended, in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), for transactions not involving a public offering. The warrants were issued separately to a single consulting firm and two individuals, and the convertible promissory note was issued to a single director of the company and accredited investor, in unrelated, privately negotiated transactions not involving a general solicitation or advertising.