Emmaus Life Sciences (EMMA) swaps $3M convertible note for stock and new $600K note

Rhea-AI Filing Summary

Emmaus Life Sciences, Inc. entered into an exchange agreement with a single noteholder on December 17, 2025. The company agreed to issue 6,332,692 shares of common stock valued at approximately $0.38 per share and a new convertible promissory note with a principal amount of $600,000. In return, the holder surrendered for cancellation an outstanding convertible promissory note with a principal amount of $3,000,000 that was already due and payable.

The cancelled note carried 10% annual interest and was convertible at $0.13 per share. The new note also bears 10% annual interest and is initially convertible at $0.01 per share, subject to quarterly reset to the average VWAP if that is lower, and to adjustment for stock splits and similar events. The principal on the new note is due on demand, and no additional cash consideration was exchanged. The securities will be issued without registration in reliance on the Section 3(a)(9) exemption.

Insights

Capital structure and credit analyst

Emmaus swapped a larger maturing note for equity plus a smaller, more convertible note.

Emmaus Life Sciences replaced a due-and-payable convertible note with a principal amount of $3,000,000 by issuing 6,332,692 common shares and a new convertible note of $600,000. This transaction reduces stated debt principal while compensating the holder with both immediate equity and a smaller continuing credit claim, all under a single bilateral agreement.

The cancelled note bore 10% interest and was convertible at $0.13 per share, whereas the new note keeps the 10% rate but has an initial conversion price of $0.01 per share, subject to quarterly VWAP-based adjustments and standard anti-dilution features. That structure increases the potential for future share issuance at low prices if the holder chooses to convert.

The principal on the new note being due on demand means the liability remains flexible for the holder despite the nominal reduction from $3,000,000 to $600,000. The company characterizes the issuance of the new shares and note as exempt from registration under Section 3(a)(9) of the Securities Act, indicating the exchange is solely between the issuer and the existing securityholder.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 17, 2025

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 1.01 Entry into a Material Definitive Agreement

On December 17, 2025, Emmaus Life Sciences, Inc. (“we,” “us,” “our,” “Emmaus” and the “company”) entered into an Exchange Agreement dated as of the same day pursuant to which we agreed to issue to a single individual 6,332,692 shares of common stock of the company valued for this purpose at approximately $0.38 per share (the “Exchange Shares”) and a convertible promissory note in the principal amount of $600,000 (the “Exchange Note” and together with the Exchange Shares, the “Exchange Securities”) in exchange for the surrender for cancellation and satisfaction of the principal amount of an outstanding convertible promissory note currently due and payable in the principal amount of $3,000,000 (the “Subject Note”). The Subject Note bore interest at the annual rate of 10%, payable semi-annually, and was convertible at the election of the holder into shares of our common stock at the conversion price of $0.13 per share. The Exchange Note will bear interest at the annual rate of 10%, payable semi-annually, and is convertible at an initial conversion price of $0.01 per share which is subject to adjustment as of the end of each three-month period following issuance of the Exchange Note to equal the average “VWAP” of the common stock as of the end of such three-month period if less than the then-conversion price, and subject to further adjustment for stock splits, reverse stock splits and similar events. The principal amount of the Exchange Note is due on demand. No additional consideration was paid in connection with the exchange.

The foregoing description of the material terms of the Exchange Agreement and the Exchange Note is not complete and is qualified by reference to the full text of the same, copies of which are filed as exhibits hereto and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information in Item 1.01 of this Report with respect to the Exchange Securities is hereby incorporated herein by reference.

Item 3.02 Unregistered Sale of Securities

The information in Item 1.01 of this Report regarding the issuance of the Exchange Securities is hereby incorporated herein by reference. The Exchange Securities will be issued without registration under the Securities Act of 1933, as amended, in reliance on the exemption from registration under Section 3(a)(9) of such Act. 

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 22, 2025	Emmaus Life Sciences, Inc.
	By:	/s/ WILLIS LEE
		Willis Lee
		Chairman and Chief Executive Officer

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INDEX TO EXHIBITS

Exhibit Number		Description
4.1		Convertible Promissory Note issued December 17. 2025
10.1		Exchange Agreement dated as of December 17, 2025
104		Cover Page Interactive Date File (embedded within Inline XBRL document)

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FAQ

What agreement did Emmaus Life Sciences (EMMA) enter into on December 17, 2025?

On December 17, 2025, Emmaus Life Sciences entered into an Exchange Agreement with a single holder, under which the company agreed to issue common shares and a new convertible promissory note in exchange for the surrender and cancellation of an existing $3,000,000 convertible promissory note.

How many shares did Emmaus Life Sciences (EMMA) agree to issue in the exchange?

The company agreed to issue 6,332,692 shares of its common stock, valued for the exchange at approximately $0.38 per share, as part of the consideration for cancelling the prior note.

What are the key terms of the new Emmaus Life Sciences (EMMA) convertible promissory note?

The new Exchange Note has a principal amount of $600,000, bears interest at an annual rate of 10% payable semi-annually, and is initially convertible at $0.01 per share. The conversion price is subject to quarterly adjustment to the average VWAP if that is lower, and to further adjustment for stock splits, reverse stock splits, and similar events. The principal is due on demand.

What happened to the existing $3,000,000 Emmaus Life Sciences (EMMA) convertible note?

The existing convertible promissory note with a principal amount of $3,000,000, bearing 10% annual interest and convertible at $0.13 per share, was surrendered for cancellation and satisfaction in exchange for the newly issued shares and the $600,000 Exchange Note.

How were securities issued in this Emmaus Life Sciences (EMMA) exchange treated under securities laws?

The Exchange Securities—the common shares and the new convertible note—will be issued without registration under the Securities Act of 1933 in reliance on the exemption from registration provided by Section 3(a)(9), which applies to exchanges with existing securityholders.

Did Emmaus Life Sciences (EMMA) pay any additional cash consideration in the exchange?

No additional consideration was paid in connection with the exchange beyond the issuance of the 6,332,692 common shares and the $600,000 Exchange Note in return for the cancellation of the $3,000,000 note.