SEC Info - Emmaus Life Sciences, Inc. - ‘10-K’ for 9/30/15

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Emmaus Life Sciences, Inc. – ‘10-K’ for 9/30/15 – ‘R11’

On: Tuesday, 1/5/16, at 5:13pm ET · For: 9/30/15 · Accession #: 1615774-16-3804 · File #: 1-35527

  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

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    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

‘R11’ — Derivative Liabilities

This is an IDEA Financial Report. [ Alternative Formats ]

DERIVATIVE LIABILITIES

12 Months Ended

Sep. 30, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE LIABILITIES

5.	DERIVATIVE LIABILITIES

Starting September 22, 2014, through July 20, 2015, the Company raised $2.29 million in a private placement of secured convertible debt at $0.25 per share of Common Stock. This debt instrument also had a ratchet whereby the conversion price of $0.25 per share could be reduced to a minimum of $0.10 per share (see Note 4). The inclusion of this ratchet requires the determination of the fair market carrying value. At issuance, the note discount and derivative liability using the Black-Scholes model was $179,200. Upon subsequent revaluations, the derivative liability value was $153,100 as at September 30, 2014. At September 11, 2015 the derivative liability value was $0 as the market price of the Common Stock had fallen below the minimum conversion price.

The Black-Scholes option-pricing model with the following assumption inputs:

	September 11, 2015
Annual dividend yield		—
Expected life (years)		0.5
Risk-free interest rate		0.25	%
Expected volatility		45.33	%

On September 14, 2015, the Company entered into an Omnibus Amendment (the “Omnibus Amendment”) to the Note Purchase Agreement and the notes purchased and sold pursuant thereto, with the majority of the noteholders to fix the conversion price of all notes, such that the conversion price of all notes will be $0.05 per share (as adjusted for stock splits, stock dividends, combinations or the like affecting the Common Stock) (the “Fixed Conversion Price”) (i) automatically, in the event of a qualified financing of not less than $5 million, or (ii) voluntary, within 15 days prior to the maturity date of the note. The Omnibus Amendment also amended the form of note attached to the Note Purchase Agreement to reflect the Fixed Conversion Price. On September 14, 2015 the notes were revaluated, the derivative liability value was $630,000 and the offset was booked to other income as a loss on extinguishment of debt.

The Black-Scholes option-pricing model with the following assumption inputs:

	September 14, 2015
Annual dividend yield		—
Expected life (years)		0.5
Risk-free interest rate		0.26	%
Expected volatility		45.95	%

Subsequently, on September 14, 15 and 24, 2015, the Company entered into a Note Purchase Agreement, as amended by the Omnibus Amendment for the Fixed Conversion Price, with each of six accredited investors and issued an aggregate principal amount of $710,000 of secured convertible promissory notes. From September 14, 2015 through September 24, 2015 the $710,000 “September 2015 Notes” a derivative liability value was booked of $180,600, which increased the aggregate derivative liability value to $810,600. At September 30, 2015 the Notes totaled $3.00 million and the derivative liability value was $833,000, which resulted in an loss of $22,400 being booked. The net derivative liability booked to other income resulted in gains of $162,800 and $26,100 for the fiscal years ended September 30, 2015 and 2014 respectively. For the fiscal year ended September 30, 2015 and 2014 we had derivative liabilities of $833,000 and $153,100 respectively.

The Black-Scholes option-pricing model with the following assumption inputs:

	September 30, 2015
Annual dividend yield		—
Expected life (years)		0.5
Risk-free interest rate		0.08	%
Expected volatility		47.83	%

Dates Referenced Herein and Documents Incorporated by Reference

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
	9/24/15	3, 4, 8-K
	9/14/15	4, 8-K
	9/11/15
	7/20/15
	9/30/14	10-K, 10-K/A, D
	9/22/14	8-K
		List all Filings

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Filing Submission 0001615774-16-003804 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Emmaus Life Sciences, Inc. – ‘10-K’ for 9/30/15 – ‘R11’

On: Tuesday, 1/5/16, at 5:13pm ET · For: 9/30/15 · Accession #: 1615774-16-3804 · File #: 1-35527

Previous ‘10-K’: ‘10-K/A’ on 1/23/15 for 9/30/14 · Next: ‘10-K’ on 12/22/16 for 9/30/16 · Latest: ‘10-K’ on 3/31/23 for 12/31/22

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

‘R11’ — Derivative Liabilities

This is an IDEA Financial Report. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

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