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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/05/16 Emmaus Life Sciences, Inc. 10-K 9/30/15 77:6.5M S2 Filings LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 869K
2: EX-3.1.3 Articles of Incorporation/Organization or Bylaws HTML 26K
3: EX-10.25 Material Contract HTML 72K
4: EX-10.26 Material Contract HTML 29K
5: EX-23.1 Consent of Experts or Counsel HTML 21K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 26K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 22K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 22K
16: R1 Document and Entity Information HTML 50K
17: R2 Consolidated Balance Sheets HTML 103K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 40K
19: R4 Consolidated Statements of Operations HTML 84K
20: R5 Consolidated Statements of Changes in HTML 58K
Stockholders' Deficit
21: R6 Consolidated Statements of Cash Flows HTML 112K
22: R7 Nature of Operations HTML 39K
23: R8 Summary of Significant Accounting Policies HTML 84K
24: R9 Discontinued Operations HTML 45K
25: R10 Convertible Debt and Equity Financings HTML 52K
26: R11 Derivative Liabilities HTML 38K
27: R12 Stockholders' Deficit HTML 121K
28: R13 Income Taxes HTML 46K
29: R14 Related Party Transactions HTML 66K
30: R15 Loss Per Share HTML 41K
31: R16 Commitments and Contingent Liabilities HTML 50K
32: R17 Significant Customers HTML 26K
33: R18 Subsequent Events HTML 61K
34: R19 Summary of Significant Accounting Policies HTML 127K
(Policies)
35: R20 Summary of Significant Accounting Policies HTML 51K
(Tables)
36: R21 Discontinued Operations (Tables) HTML 43K
37: R22 Convertible Debt and Equity Financings (Tables) HTML 41K
38: R23 Derivative Liabilities (Tables) HTML 34K
39: R24 Stockholders' Deficit (Tables) HTML 101K
40: R25 Income Taxes (Tables) HTML 44K
41: R26 Loss Per Share (Tables) HTML 38K
42: R27 Commitments and Contingent Liabilities (Tables) HTML 35K
43: R28 Subsequent Events (Tables) HTML 57K
44: R29 Nature of Operations (Details Narrative) HTML 48K
45: R30 Summary of Significant Accounting Policies HTML 30K
(Details)
46: R31 Summary of Significant Accounting Policies HTML 34K
(Details 1)
47: R32 Summary of Significant Accounting Policies HTML 61K
(Details Narrative)
48: R33 Discontinued Operations (Details) HTML 41K
49: R34 Discontinued Operations (Details 1) HTML 37K
50: R35 Convertible Debt and Equity Financings (Details) HTML 71K
51: R36 Convertible Debt and Equity Financings (Details HTML 110K
Narrative)
52: R37 Derivative Liabilities (Details) HTML 30K
53: R38 Derivative Liabilities (Details Narrative) HTML 58K
54: R39 Stockholders' Deficit (Details) HTML 31K
55: R40 Stockholders' Deficit (Details 1) HTML 43K
56: R41 Stockholders' Deficit (Details 2) HTML 94K
57: R42 Stockholders' Deficit (Details 3) HTML 44K
58: R43 Stockholders' Deficit (Details 4) HTML 56K
59: R44 Stockholders' Deficit (Details Narrative) HTML 69K
60: R45 Stockholders' Deficit (Details Narrative 1) HTML 136K
61: R46 Stockholders' Deficit (Details Narrative 2) HTML 44K
62: R47 Income Taxes (Details) HTML 39K
63: R48 Income Taxes (Details 1) HTML 43K
64: R49 Income Taxes (Details Narrative) HTML 27K
65: R50 Related Party Transactions (Details Narrative) HTML 171K
66: R51 Related Party Transactions (Details Narrative 1) HTML 198K
67: R52 Loss Per Share (Details) HTML 54K
68: R53 Commitments and Contingent Liabilities (Details) HTML 57K
69: R54 Commitments and Contingent Liabilities (Details HTML 53K
Narrative)
70: R55 Significant Customers (Details Narrative) HTML 31K
71: R56 Subsequent Events (Details) HTML 40K
72: R57 Subsequent Events (Details 1) HTML 38K
73: R58 Subsequent Events (Details 2) HTML 37K
74: R59 Subsequent Events (Details Narrative) HTML 60K
76: XML IDEA XML File -- Filing Summary XML 131K
75: EXCEL IDEA Workbook of Financial Reports XLSX 89K
10: EX-101.INS XBRL Instance -- cnso-20150930 XML 1.83M
12: EX-101.CAL XBRL Calculations -- cnso-20150930_cal XML 157K
13: EX-101.DEF XBRL Definitions -- cnso-20150930_def XML 752K
14: EX-101.LAB XBRL Labels -- cnso-20150930_lab XML 1.02M
15: EX-101.PRE XBRL Presentations -- cnso-20150930_pre XML 963K
11: EX-101.SCH XBRL Schema -- cnso-20150930 XSD 163K
77: ZIP XBRL Zipped Folder -- 0001615774-16-003804-xbrl Zip 152K
Exhibit 10.26
OMNIBUS AMENDMENT
This OMNIBUS AMENDMENT (this "Amendment"), dated as of September 14, 2015, hereby amends: (i) the Note Purchase Agreement, made as of September 22, 2014, as amended by Amendment No. 1 to the Note Purchase Agreement on April 14, 2015 (the "Agreement"), by and among CNS Response, Inc., a Delaware corporation (the "Company"), and the investors listed on Schedule A thereto (each, an "Investor," and together, the "Investors"), and (ii) the Secured Convertible Promissory Notes purchased and sold pursuant to the Agreement (individually, a "Note" and, collectively, the "Notes"); each as set forth below. Certain capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.
WHEREAS, Section 4.2 of the Agreement provides for the amendment of the Agreement in accordance with the terms set forth therein; and
WHEREAS, Section 8(d) of the Notes provides for the amendment of the any term of the Notes in accordance with the terms set forth therein; and
WHEREAS, the Company desires to amend the Agreement and the Notes to set the conversion price of all Notes purchased and sold pursuant to the Agreement, both those that have been purchased and sold before the date of this Amendment and those that may be purchased and sold at any time thereafter, in the event of a qualified financing conversion or a voluntary conversion, at $0.05 per share (as adjusted for stock splits, stock dividends, combinations or the like affecting the Common Stock); and
WHEREAS, the Investors executing this Amendment constitute the Majority Holders and hold Notes whose aggregate principal amount represents a majority of the total outstanding principal amounts of all the current outstanding Notes under the Agreement, including RSJ Private Equity uzavreny investicni fond a.s.; and
WHEREAS, in accordance with Section 8(d) of the Notes and Section 4.2 of the Agreement, the Company and the Investors executing this Amendment now desire to amend the Agreement and the Notes in accordance with the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors executing this Amendment agree as follows:
Section 1.1 Amendment to Section 2. Section 2 of the Notes and Section 2 of the form of Note which is attached as Exhibit A to the Agreement (the "Form Note") is hereby amended by replacing the first sentence as follows:
"In the event that Company issues and sells shares of its Equity Securities (as defined below) to investors (the “Investors”) on or before the Maturity Date in an equity financing with total proceeds to the Company of not less than $5,000,000 (excluding the conversion of the Notes, other convertible indebtedness or other debt) (a “Qualified Financing”), then the outstanding principal balance and accrued interest of this Note (together, the “Conversion Amount”) shall automatically convert in whole without any further action by the Holders into a number of shares of Equity Securities equal to the quotient of the Conversion Amount divided by a conversion price of $0.05 per share (as adjusted for stock splits, stock dividends, combinations or the like affecting the Company’s common stock (“Common Stock”))."
C:
Section 1.2 Amendment to Section 3. Section 3 of the Notes and Section 3 of the Form Note is hereby amended and restated in its entirety as follows:
"3. Voluntary Conversion. Within the period of fifteen (15) days prior to the Maturity Date the Holder shall have an option to convert this Note into shares of Common Stock at a price equal to $0.05 per share (as adjusted for stock splits, stock dividends, combinations or the like affecting the Common Stock)."
Section 1.3 No Further Amendment. Except as expressly amended by this Amendment, the Agreement and the Notes are in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement, of the Notes or any of the documents referred to therein.
Section 1.4 Effect of Amendment. This Amendment shall amend and form a part of the Agreement and the Notes for all purposes and is expressly incorporated into the Agreement and the Notes, and the Company and each party hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any references to the Agreement or the Notes shall be deemed a reference to the Agreement or the Notes as amended hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto. To the extent that any term or provision of this Amendment may be deemed expressly inconsistent with any term or provision in the Agreement or the Notes, the terms and provisions of this Amendment shall control.
Section 1.5 Entire Agreement. Subject to Section 1.4 of this Amendment, the Agreement and the Notes, as amended by this Amendment, constitute the complete understanding of the Company and the Investors, regarding the subject matter hereof and supersede any and all other agreements, either oral or in writing, between the Company and the Investors with respect to the subject matter hereof and thereof, and no other statement or promise relating to the subject matter hereof or thereof which is not contained herein or therein, shall be valid or binding.
Section 1.6 Other Provisions. The following sections of the Agreement are hereby incorporated by reference into, and made applicable to, this Amendment as if set forth herein, mutatis mutandis: Section 4.2 (Amendments and Waivers); Section 4.3 (Notices); Section 4.5 (Governing Law); Section 4.6 (Severability) and Section 4.7 (Binding Effect; Assignment).
[Signature Page Follows]
C:
The Company and the Investors below named have caused this Amendment to be executed by their respective officers thereunto duly authorized, in each case as of the date first written above.
| CNS Response, Inc. | |||
| By: | |||
| Name: | Paul Buck | ||
| Title: | Chief Financial officer | ||
| MAJORITY HOLDERS: | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Omnibus Amendment]
C:
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/5/16 | |||
| For Period end: | 9/30/15 | 8-K, CORRESP, NT 10-K, PRER14A | ||
| 9/14/15 | 4, 8-K | |||
| 4/14/15 | ||||
| 9/22/14 | 8-K | |||
| List all Filings | ||||