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Emmaus Life Sciences, Inc. – ‘10-K’ for 9/30/14 – ‘R16’

On:  Monday, 12/29/14, at 5:19pm ET   ·   For:  9/30/14   ·   Accession #:  1144204-14-76185   ·   File #:  1-35527

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/29/14  Emmaus Life Sciences, Inc.        10-K        9/30/14   70:12M                                    Toppan Merrill/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    750K 
 2: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     37K 
 3: EX-10.89    Material Contract                                   HTML     61K 
 4: EX-10.90    Material Contract                                   HTML     34K 
 5: EX-10.91    Material Contract                                   HTML    107K 
 6: EX-23.1     Consent of Experts or Counsel                       HTML     20K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     25K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     25K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     21K 
10: EX-32.2     Certification -- §906 - SOA'02                      HTML     21K 
49: R1          Document And Entity Information                     HTML     51K 
39: R2          Consolidated Balance Sheets                         HTML    121K 
47: R3          Consolidated Balance Sheets [Parenthetical]         HTML     47K 
51: R4          Consolidated Statements of Operations               HTML    102K 
65: R5          Consolidated Statements of Changes in               HTML    117K 
                Stockholders' Deficit                                            
41: R6          Consolidated Statements of Cash Flows               HTML    140K 
46: R7          Nature of Operations                                HTML     36K 
36: R8          Summary of Significant Accounting Policies          HTML     98K 
27: R9          Discontinued Operations                             HTML     56K 
66: R10         Convertible Debt and Equity Financings              HTML     84K 
53: R11         Derivative Liabilities                              HTML     43K 
52: R12         Stockholders' Deficit                               HTML    335K 
57: R13         Income Taxes                                        HTML     62K 
58: R14         Related Party Transactions                          HTML     86K 
56: R15         Loss Per Share                                      HTML     54K 
59: R16         Commitments and Contingent Liabilities              HTML     61K 
48: R17         Significant Customers                               HTML     26K 
50: R18         Summary of Significant Accounting Policies          HTML    162K 
                (Policies)                                                       
55: R19         Summary of Significant Accounting Policies          HTML     48K 
                (Tables)                                                         
70: R20         Discontinued Operations (Tables)                    HTML     51K 
61: R21         Convertible Debt and Equity Financings (Tables)     HTML     51K 
43: R22         Derivative Liabilities (Tables)                     HTML     38K 
54: R23         Stockholders' Deficit (Tables)                      HTML    300K 
45: R24         Income Taxes (Tables)                               HTML     59K 
22: R25         Loss Per Share (Tables)                             HTML     50K 
62: R26         Commitments and Contingent Liabilities (Tables)     HTML     41K 
67: R27         Nature of Operations (Details Textual)              HTML     47K 
31: R28         Summary of Significant Accounting Policies          HTML     34K 
                (Details)                                                        
30: R29         Summary of Significant Accounting Policies          HTML     44K 
                (Details 1)                                                      
34: R30         Summary of Significant Accounting Policies          HTML    105K 
                (Details Textual)                                                
35: R31         Discontinued Operations (Details)                   HTML     65K 
37: R32         Convertible Debt and Equity Financings (Details)    HTML     59K 
21: R33         Convertible Debt and Equity Financings (Details     HTML    197K 
                Textual)                                                         
60: R34         Derivative Liabilities (Details)                    HTML     35K 
42: R35         Derivative Liabilities (Details Textual)            HTML     56K 
44: R36         Stockholders' Deficit (Details)                     HTML    109K 
25: R37         Stockholders' Deficit (Details 1)                   HTML     44K 
69: R38         Stockholders' Deficit (Details 2)                   HTML     39K 
17: R39         Stockholders' Deficit (Details 3)                   HTML     52K 
38: R40         Stockholders' Deficit (Details 4)                   HTML    181K 
64: R41         Stockholders' Deficit (Details 5)                   HTML     81K 
24: R42         Stockholders' Deficit (Details Textual)             HTML    529K 
29: R43         Income Taxes (Details)                              HTML     49K 
33: R44         Income Taxes (Details1)                             HTML     47K 
40: R45         Income Taxes (Details Textual)                      HTML     28K 
20: R46         Related Party Transactions (Details Textual)        HTML    546K 
26: R47         Loss Per Share (Details)                            HTML     57K 
18: R48         Commitments and Contingent Liabilities (Details)    HTML     61K 
63: R49         Commitments and Contingent Liabilities (Details     HTML     83K 
                Textual)                                                         
23: R50         Significant Customers (Details Textual)             HTML     24K 
68: XML         IDEA XML File -- Filing Summary                      XML     95K 
19: EXCEL       IDEA Workbook of Financial Reports                  XLSX    215K 
28: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   2.17M 
11: EX-101.INS  XBRL Instance -- cnso-20140930                       XML   2.73M 
13: EX-101.CAL  XBRL Calculations -- cnso-20140930_cal               XML    142K 
14: EX-101.DEF  XBRL Definitions -- cnso-20140930_def                XML   1.23M 
15: EX-101.LAB  XBRL Labels -- cnso-20140930_lab                     XML   1.45M 
16: EX-101.PRE  XBRL Presentations -- cnso-20140930_pre              XML   1.35M 
12: EX-101.SCH  XBRL Schema -- cnso-20140930                         XSD    274K 
32: ZIP         XBRL Zipped Folder -- 0001144204-14-076185-xbrl      Zip    225K 


‘R16’   —   Commitments and Contingent Liabilities


This is an IDEA Financial Report.  [ Alternative Formats ]



 
v2.4.1.9
COMMITMENTS AND CONTINGENT LIABILITIES
12 Months Ended
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Disclosure [Text Block]
10.
COMMITMENTS AND CONTINGENT LIABILITIES
 
Litigation
 
From time to time, the Company may be involved in litigation relating to claims arising out of the Company’s operations in the ordinary course of business. Other than as set forth below, the Company is not currently party to any legal proceedings, the adverse outcome of which, in the Company’s management’s opinion, individually or in the aggregate, would have a material adverse effect on the Company’s results of operations or financial position.
 
Since June 2009, the Company has been involved in litigation against Leonard J. Brandt, a stockholder, former Director and the Company’s former Chief Executive Officer (“Brandt”) in the Delaware Chancery Court, the Supreme Court of the State of Delaware and the United States District Court for the Central District of California. Other than current actions described below, the Company has prevailed in all actions or the matters have been dismissed.
 
On April 11, 2011, Brandt and his family business partnership Brandt Ventures, GP, filed an action in the Superior Court for the State of California, Orange County against the Company, one of its stockholders, SAIL Venture Partner, LP, and Mr. David Jones, a former member of the Board, alleging breach of a promissory note agreement entered into by Brandt Ventures, GP and the Company and alleging that Mr. Brandt was wrongfully terminated as Chief Executive Officer in April, 2009.  The Company was served with a summons and complaint in the action on July 19, 2011.
 
On November 1, 2011, Mr. Brandt and Brandt Ventures filed an amended complaint amending their claims and adding new claims against the same parties. On March 12, 2012, the court sustained demurrers to certain of the counts against each defendant. On March 22, 2012, the plaintiffs filed a second amended complaint modifying certain of their claims, but did not add new claims. On February 6, 2013, the plaintiffs moved for leave to amend the second amended complaint and file a third amended complaint. On March 6, 2013, the Court granted leave to amend, but awarded fees and costs for the defendants to again make dispositive motions. The third amended complaint adds a claim for breach of the promissory note and seeks to foreclose on the collateral securing the note obligation.  In addition, Mr. Brandt is seeking approximately $170,000 of severance and compensatory and punitive damages in connection with his termination.  In interrogatory responses served on January 26, 2013, Mr. Brandt for the first time identified that he seeks damages in connection with his termination exceeding $9,000,000.  Mr. Brandt has proffered no credible evidence to support damages in this amount, and the Company believes this claim for damages is without merit.  The plaintiffs also seek rescission of a $250,000 loan made by Brandt Ventures, GP to the Company which was converted into Common Stock in accordance with its terms and restitution of the loan amount.
 
Discovery is ongoing and the Company continues to aggressively defend the action. A trial date had originally been set for May 2014; however, plaintiffs’ counsel requested a continuance until August 2014 to which the Company agreed. Subsequently on June 18, 2014, at plaintiffs’ counsel’s request, the Company entered into a Standstill and Tolling Agreement whereby the plaintiffs agreed to execute a dismissal of all the claims without prejudice with the ability to re-file the third amended complaint, without change, on or before June 18, 2015. The Company believes that this agreement effectively postpones further litigation of this matter by six to twelve months. The Company believes that the third amended complaint, like the prior complaints, is without merit. The Company has not accrued any amounts related to this matter. The action is captioned Leonard J. Brandt and Brandt Ventures, GP v. CNS Response, Inc., Sail Venture Partners and David Jones, case no. 30-2011-00465655-CU-WT-CJC.
 
The Company has expended substantial resources to pursue the defense of legal proceedings initiated by Mr. Brandt.  The Company does not know whether Mr. Brandt will institute additional claims against the Company and the defense of any such claims could involve the expenditure of additional resources by the Company.
 
Lease Commitments
 
The Company has its current Headquarters and Neurometric Services business premises located at 85 Enterprise, Aliso Viejo, California 92656 since February 2010.  On February 6, 2014, we signed a 24 month extension to our lease for our current location. The lease period commenced on February 1, 2014 and terminates on January 31, 2016. The rent for months one through 13 is $4,349 per month; the months of February 2014 and January 2015 are abated; the rent for months 14 through 24 is $4,523 per month.
 
The Company leased space for its Clinical Services, our discontinued operation, under an operating lease.  The original lease terminated on February 28, 2010 and a 37 month extension to the lease was negotiated commencing April 1, 2010 and terminating April 30, 2013. The 3,542 square foot facility had an average cost for the lease term of $5,100 per month. These premises were vacated on September 30, 2012 and the Company fully accrued the remaining outstanding balance of the lease through April 30, 2013, which had remained outstanding. As a key term in the lease extension, the landlord had required that the Company, rather than NTC, bear the financial responsibility for this lease. We negotiated a settlement with the landlord to structure the payoff of the lease with a promissory note of $50,000 bearing interest at 5% per annum with 13 payments over 12 months. This note has been paid off as of September 30, 2014.
 
The Company incurred rent expense from continuing operations of $45,000 and $47,700 for the fiscal years ended September 30, 2014 and 2013, respectively.
  
On November 8, 2010, we entered into a financial lease to acquire EEG equipment costing $15,900.  The term of the lease was 48 months ending October 2014 and the monthly payment is $412. As of September 30, 2014 we had fully paid off lease obligation. 
On April 24, 2013, we entered into a second financial lease to acquire additional EEG equipment costing $8,900.  The term of the lease is 36 months ending May 2016 with a monthly payment of $325. As of September 30, 2014 the remaining lease obligation is $6,000 of which $3,500 and $2,500 are due in fiscal years 2015 and 2016, respectively.
 
 
 
Payments due by period
 
 
 
 
 
 
 
Less
 
 
 
 
 
 
More
 
Contractual Obligations
 
Total
 
than 1 year
 
1 to 3 years
 
3 to 5 years
 
than 5 years
 
 
 
 
 
 
 
 
 
 
 
Operating Lease Obligations
 
$
67,300
 
$
49,200
 
$
18,100
 
 
-
 
 
-
 
Capital Lease Obligations
 
 
6,000
 
 
3,500
 
 
2,500
 
 
-
 
 
-
 
Total
 
$
73,300
 
$
52,700
 
$
20,600
 
 
-
 
 
-
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
1/31/16
6/18/15
Filed on:12/29/14
For Period end:9/30/1410-K/A,  D
6/18/14
2/6/14
2/1/14
9/30/1310-K,  10-K/A,  ARS
4/30/134
4/24/13
3/6/13
2/6/13SC 14F1
1/26/13
9/30/1210-K,  10-K/A,  NT 10-K
3/22/123,  8-K
3/12/123
11/1/11
7/19/11
4/11/11
11/8/104,  CORRESP,  S-1/A
4/1/10CORRESP,  DEF 14A
2/28/10
 List all Filings 
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Filing Submission 0001144204-14-076185   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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