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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/23 Emmaus Life Sciences, Inc. 10-K 12/31/22 88:18M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.70M
2: EX-10 Ex-10.42 HTML 29K
3: EX-10 Ex-10.43 HTML 399K
4: EX-19 Ex-19.1 HTML 120K
5: EX-23 Ex-23.1 HTML 23K
6: EX-31 Ex-31.1 HTML 26K
7: EX-31 Ex-31.2 HTML 27K
8: EX-32 Ex-32.1 HTML 24K
14: R1 Document and Entity Information HTML 87K
15: R2 Consolidated Balance Sheets HTML 136K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 39K
17: R4 Consolidated Statements of Operations and HTML 134K
Comprehensive Loss
18: R5 Consolidated Statements of Changes in HTML 65K
Stockholders' Deficit
19: R6 Consolidated Statements of Cash Flows HTML 139K
20: R7 Description of Business HTML 32K
21: R8 Summary of Significant Accounting Policies HTML 88K
22: R9 Revenues, Net HTML 140K
23: R10 Selected Financial Statement Assets HTML 98K
24: R11 Investments HTML 159K
25: R12 Selected Financial Statement Liabilities HTML 132K
26: R13 Notes Payable HTML 530K
27: R14 Stockholders' Deficit HTML 225K
28: R15 Income Taxes HTML 166K
29: R16 Leases HTML 51K
30: R17 Commitments and Contingencies HTML 32K
31: R18 Related Party Transactions HTML 422K
32: R19 Defined Contribution Plan HTML 28K
33: R20 Subsequent Events HTML 27K
34: R21 Summary of Significant Accounting Policies HTML 144K
(Policies)
35: R22 Revenues, Net (Tables) HTML 139K
36: R23 Selected Financial Statement Assets (Tables) HTML 101K
37: R24 Investments (Tables) HTML 140K
38: R25 Selected Financial Statement Liabilities (Tables) HTML 129K
39: R26 Notes Payable (Tables) HTML 532K
40: R27 Stockholders' Deficit (Tables) HTML 229K
41: R28 Income Taxes (Tables) HTML 160K
42: R29 Leases (Tables) HTML 41K
43: R30 Related Party Transactions (Tables) HTML 416K
44: R31 Description of Business (Details Narrative) HTML 33K
45: R32 Summary of Significant Accounting Policies HTML 83K
(Details Narrative)
46: R33 Revenues, Net (Details) HTML 31K
47: R34 Revenues, Net (Details 1) HTML 41K
48: R35 Revenues, Net (Details 2) HTML 35K
49: R36 Revenues, Net (Details Narrative) HTML 33K
50: R37 Selected Financial Statement Assets (Details) HTML 32K
51: R38 Selected Financial Statement Assets (Details 1) HTML 31K
52: R39 Selected Financial Statement Assets (Details 2) HTML 39K
53: R40 Selected Financial Statement Assets (Details HTML 24K
Narrative)
54: R41 Investments (Details Narrative) HTML 74K
55: R42 Investments (Details) HTML 37K
56: R43 Investments (Details 1) HTML 48K
57: R44 Investments (Details 2) HTML 93K
58: R45 Selected Financial Statement Liabilities (Details) HTML 52K
59: R46 Selected Financial Statement Liabilities (Details HTML 30K
1)
60: R47 Selected Financial Statement Liabilities (Details HTML 30K
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61: R48 Selected Financial Statement Liabilities (Details HTML 40K
Narrative)
62: R49 Notes Payable (Details) HTML 118K
63: R50 Notes Payable (Details Narrative) HTML 155K
64: R51 Notes Payable (Details 1) HTML 34K
65: R52 Notes Payable (Details 2) HTML 36K
66: R53 Notes Payable (Details 3) HTML 42K
67: R54 Stockholders' Deficit (Details Narrative) HTML 135K
68: R55 Stockholders' Deficit (Details) HTML 34K
69: R56 Stockholders' Deficit (Details 1) HTML 41K
70: R57 Stockholders' Deficit (Details 2) HTML 38K
71: R58 Stockholders' Deficit (Details 3) HTML 44K
72: R59 Income Taxes (Details) HTML 32K
73: R60 Income Taxes (Details 1) HTML 52K
74: R61 Income Taxes (Details 2) HTML 29K
75: R62 Income Taxes (Details Narrative) HTML 39K
76: R63 Income Taxes (Details 3) HTML 39K
77: R64 Leases (Details Narrative) HTML 44K
78: R65 Leases (Details) HTML 36K
79: R66 Commitments and Contingencies (Details Narrative) HTML 38K
80: R67 Related Party Transactions (Details) HTML 160K
81: R68 Related Party Transactions (Details Narrative) HTML 36K
82: R69 Defined Contribution Plan (Details Narrative) HTML 33K
83: R70 Subsequent Events (Details) HTML 35K
86: XML IDEA XML File -- Filing Summary XML 162K
84: XML XBRL Instance -- emma-20221231_htm XML 4.84M
85: EXCEL IDEA Workbook of Financial Reports XLSX 180K
12: EX-101.CAL XBRL Calculations -- emma-20221231_cal XML 227K
11: EX-101.DEF XBRL Definitions -- emma-20221231_def XML 942K
9: EX-101.LAB XBRL Labels -- emma-20221231_lab XML 1.81M
10: EX-101.PRE XBRL Presentations -- emma-20221231_pre XML 1.34M
13: EX-101.SCH XBRL Schema -- emma-20221231 XSD 249K
87: JSON XBRL Instance as JSON Data -- MetaLinks 535± 861K
88: ZIP XBRL Zipped Folder -- 0000950170-23-011328-xbrl Zip 769K
| EX-19 |
Exhibit 19.1
EMMAUS LIFE SCIENCES, INC.
POLICY ON INSIDER TRADING AND POLICY REGARDING SPECIAL TRADING PROCEDURES
You should read this Policy address questions to the General Counsel of Emmaus Life Sciences, Inc. (formerly known as MYnd Analytics, Ince) and return the attached acknowledgement to Human Resources.
Policy on Insider Trading
Emmaus Life Sciences, Inc. including its subsidiaries and affiliates (collectively “Emmaus Life Sciences”) has adopted a policy on insider trading that applies to each officer, director and employee of Emmaus Life Sciences. A policy has been distributed to all officers, directors and employees. Under Emmaus Life Sciences’ insider trading policy, each officer, director and employee of Emmaus Life Sciences is forbidden from:
While the general Policy on Insider Trading applies to all directors, officers and employees of Emmaus Life Sciences, its subsidiaries and affiliates, the Board of Directors believes it is appropriate that transactions in Emmaus Life Sciences securities by directors, officers and employees (who may, by virtue of their duties or work conditions, have regular access to material nonpublic information concerning Emmaus Life Sciences) of Emmaus Life Sciences and its significant subsidiaries be subject to certain additional restrictions in order to reduce the risk of securities law violations. The Policy Regarding Special Trading Procedures contains a discussion of insider trading and describes the special trading restrictions applicable to directors, officers and employees (who may, by virtue of their duties or work conditions, have regular access to material nonpublic information concerning Emmaus Life Sciences) of Emmaus Life Sciences and its significant subsidiaries. You must read, sign and retain a copy of this policy and, upon request by Emmaus Life Sciences, re-acknowledge it.
Exhibit 19.1
Discussion: What is “Insider Trading”?
Insider trading is, in addition to being a violation of Emmaus Life Sciences’ policy, a violation of securities laws. The penalties for insider trading are discussed below.
The term "insider trading" generally is used to refer to the use of material, nonpublic information to trade in securities or to communications of material, nonpublic information to others who may trade on the basis of such information.
While the law concerning insider trading is not static, it is generally understood that the law prohibits insiders of Emmaus Life Sciences from doing the following:
Trading in Emmaus Life Sciences' securities while in possession of material, nonpublic information concerning Emmaus Life Sciences.
Having others trade on the insider's behalf while he or she is in possession of material, nonpublic information.
Communicating nonpublic information concerning Emmaus Life Sciences to others who may then trade in Emmaus Life Sciences’ securities or pass on the information to others who may trade in Emmaus Life Sciences’ securities. Such conduct, also known as "tipping," results in liability for the insider of Emmaus Life Sciences who communicated such information, even if such insider does not actually trade himself, and for the person who received the information if the person has reason to know that it was an improper disclosure and acts on such information or passes it on to others who may act on it.
The elements of insider trading and the potential penalties for such unlawful conduct are discussed below.
Who is an Insider?
The concept of "insider" generally includes any person who possesses nonpublic information about Emmaus Life Sciences and who has a duty to Emmaus Life Sciences to keep this information confidential. In the case of Emmaus Life Sciences, "insiders" include officers and directors of Emmaus Life Sciences and officers and directors of Emmaus Life Sciences’ subsidiaries, as well as employees of any of such entities who routinely have access to material information that is not publicly available or who are working on significant corporate transactions or projects. In addition, a person can be a "temporary insider" if he or she enters into a relationship to serve Emmaus Life Sciences and as a result is given access to information in connection with such service. Outsiders who can become temporary insiders include, among others, Emmaus Life Sciences’ attorneys, accountants, consultants, advisory board members, investment bankers and the employees of such organizations.
"Material Information" generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider such information important in making his or her investment decisions, or information that is reasonably certain to affect the price of a company's securities. It is important to remember that materiality will always be judged with the benefit of hindsight.
Although there is no precise definition of materiality, information is likely to be "material" if it relates to:
"Inside" information could be material because of its expected effect on the price of Emmaus Life Sciences’ securities, the securities of another company, or the securities of several companies. Moreover, the resulting prohibition against the misuse of "inside" information includes not only restrictions on trading in Emmaus Life Sciences’ securities but restrictions on trading in the securities of other companies affected by the inside information.
In order for information to qualify as "inside" information it must not only be "material," it must be "nonpublic." "Nonpublic" information is information which has not been made available to investors generally. This includes information received from sources or in circumstances indicating the information has not yet been generally circulated.
At such time as material, nonpublic information has been released to the investing public, it loses its status as "inside" information. However, for "nonpublic" information to become public information it must be disseminated through recognized channels of distribution designed to reach the securities marketplace, and sufficient time must pass for the information to become available in the market.
To show that "material" information is public, it is generally necessary to point to some fact verifying that the information has become generally available, such as disclosure by filing of a Form 10-Q, Form 10-K, Form 8-K or other report with the Securities and Exchange Commission or disclosure by press release to a national business and financial wire service (such as Dow Jones or Reuters), a national news service, or a national newspaper (such as The Wall Street Journal). The circulation of rumors or "talk on the street," even if accurate, widespread and reported in the media, does not constitute the requisite public disclosure.
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Material, nonpublic information is not made public by selective dissemination. Material information improperly disclosed only to institutional investors or to a favored analyst or a group of analysts retains its status as "nonpublic" information, the use of which is subject to insider trading laws. Similarly, partial disclosure does not constitute public dissemination. So long as any material component of the "inside" information has yet to be publicly disclosed, the information is deemed "nonpublic" and may not be misused.
It is the policy of Emmaus Life Sciences to not consider material information public until the third business day after appropriate public dissemination.
The purchase or sale of Company Securities while aware of Material Non-Public Information, or the disclosure of Material Non-Public Information to others who then trade in Company Securities, is prohibited by federal and state laws. Insider trading violations are pursued vigorously by the SEC, U.S. Attorneys and state enforcement authorities. Punishment for insider trading violations is severe, and could include significant fines and imprisonment. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel. In addition, an individual’s failure to comply with this Policy may subject the individual to Company-imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career.
In addition, a violation of this policy statement can be expected to result in serious sanctions by Emmaus Life Sciences, which may include dismissal of the person involved.
The following Special Trading Policies are applicable to you because you are a director or an officer of Emmaus Life Sciences or its significant subsidiaries or an employee of Emmaus Life Sciences or its significant subsidiaries who may, by virtue of your duties or work conditions, have regular access to material nonpublic information concerning Emmaus Life Sciences.
From time to time, an event may occur that is material to Emmaus Life Sciences and is known by only a few directors or executives. So long as the event remains material and nonpublic, the persons who are aware of the event, as well as other persons covered by these Special Trading Procedures, may not trade in Emmaus Life Sciences’ securities, as follows. The existence of an event-specific blackout will not be announced, other than it may be announced to those who are aware of the event giving rise to the blackout. If, however, a person whose trades are subject to pre-clearance requests permission to trade in Emmaus Life Sciences’ securities during an event-specific blackout, Emmaus Life Sciences’ General Counsel will inform the requesting person of the existence of a blackout period, without disclosing the reason for the blackout. Any person made aware of the existence of an event-specific blackout should not disclose the existence of the blackout to any other person. The failure of Emmaus Life Sciences' General Counsel to designate a person as being subject to an event-specific blackout will not relieve that person of the obligation not to trade while aware of material nonpublic information.
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The Securities and Exchange Commission has established regulations under which individuals may purchase and sell securities in compliance with "insider trading" laws (more specifically, Rule 10b5-l of the Securities Exchange Act of 1934) if such purchases or sales are made pursuant to (i) a binding contract to purchase or sell the security, (ii) instructions provided to a third person to execute the trade for the instructing person or entity's account or (iii) an adopted written plan for trading securities; provided, that at the time of the decision to enter into such contract or plan or decision to provide such instructions, you were not aware of material, nonpublic information. In addition to other requirements set forth in such regulations, the contact instructions or plan must (a) specify the amount, price and date of the purchase or sale or (b) provide a written formula or algorithm or computer program for determining the amounts, prices and dates of such purchases or sales.
Under Emmaus Life Sciences’ policy, you, your spouse and members of your immediate family sharing the same household may onlv enter into a contract or plan or provide instructions for the purchase or sell securities of Emmaus Life Sciences in compliance with these regulations after receiving written pre-clearance of trading from Emmaus Life Sciences’ General Counsel.
There are a number of issues that you must consider prior to adopting a contract or plan or providing instructions for the purchase or sale of Emmaus Life Sciences’ securities that complies with these newly established regulations. As a result you are advised to contact Emmaus Life Sciences’ General Counsel if you, your spouse or any member of your immediate family sharing the same household is considering adopting such contract or plan or providing such instructions for the purchase or sale of Emmaus Life Sciences’ securities. In the event that either you, your spouse or members of your immediate family sharing the same household adopts a contract or plan or provides the instructions discussed above, a copy of such document must be delivered to Emmaus Life Sciences’ General Counsel prior to any sales or purchases of Emmaus Life Sciences’ Securities.
Certain private transactions may not involve insider trading if both parties have equal access to information. For instance, a purchase and sale between two directors would generally not involve insider trading if both directors have access to the same information about Emmaus Life Sciences. Any private transaction may only be undertaken, however, if pre-approved in writing by Emmaus Life Sciences’ General Counsel or Chief Financial Officer.
You are required to report to Emmaus Life Sciences’ General Counsel any transaction in securities of Emmaus Life Sciences by you, your spouse, or any immediate family member sharing your household not later than the business day following the date of your transaction. Each report you make to Emmaus Life Sciences’ General Counsel should include the date of the transaction, quantity, price, and broker through which the transaction was effected. This reporting requirement may be satisfied by sending (or having your broker send) duplicate confirmations of trades to Emmaus Life Sciences’ General Counsel if such information is received by the required date.
The foregoing reporting requirement is designed to help monitor compliance with the Special Trading Procedures set forth herein and to enable Emmaus Life Sciences to help those persons who are subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934 to comply with such reporting obligations. Each officer and director, however, and not Emmaus Life Sciences, is personally responsible for ensuring that his or her transactions do not give rise to "short swing" liability under Section 16 and for filing timely reports of transactions with the Securities and Exchange Commission.
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Even if you receive preclearance and it is during a trading window, you, your spouse and any member of your immediate family sharing your household may not trade in securities of Emmaus Life Sciences if you are in possession of material, nonpublic information about Emmaus Life Sciences. The procedures set forth herein are in addition to the general insider trading policy and are not a substitute therefore.
Prohibition Against Certain Transactions
The writing of a call or the acquisition of a put also involves a "bet against the company" and therefore presents a clear conflict of interest for you. As a result, neither you, your spouse nor any immediate family member sharing your household may trade in standardized options relating to Emmaus Life Sciences’ securities at any time.
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Post-Termination Transactions
This policy continues to apply to your transactions in Company securities even after you have terminated employment or other services to Emmaus Life Sciences or a subsidiary as follows: if you are aware of material nonpublic information when your employment or service relationship terminates, you may not trade in Company securities until that information has become public or is no longer material.
Reporting of Violations
If you know or have reason to believe that Emmaus Life Sciences’ policy on insider trading or the Special Trading Procedures described above have been or may be violated, you should bring the actual or potential violation to the attention of Emmaus Life Sciences’ General Counsel.
Modifications: Waivers
Emmaus Life Sciences reserves the right to amend or modify the procedures set forth herein at any time. Waiver of any provision of this policy statement in a specific instance may be authorized in writing by Emmaus Life Sciences’ General Counsel (or his/her designee).
Questions
If you have any questions regarding Emmaus Life Sciences’ Insider Trading Policy or the Special Trading Procedures described above, you should contact Emmaus Life Sciences’ General Counsel.
Revised and Effective 9/19/2017
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Acknowledgment
I have read Emmaus Life Sciences, Inc. Policy on Insider Trading and the Policy Regarding Special Trading Procedures will continue to comply with the policies for as long as I am subject to them. I understand that, if I am an employee of Emmaus Life Sciences or one of its subsidiaries, my failure to comply in all respects with Emmaus Life Sciences’ policies, including the Statement of Company Policy on Insider Trading and the Special Trading Procedures set forth herein, may lead to disciplinary action, including dismissal of my employment from Emmaus Life Sciences and any subsidiary thereof to which my employment now relates or may in the future relate.
Signature:__________________________________
Printed Name:_______________________________
Dated:______________________________________
This document states a policy of Emmaus Life Sciences, Inc., and is not intended to be regarded as the rendering of legal advice. This policy statement is intended to promote compliance with existing law and is not intended to create or impose liability that would not exist in the absence of the policy statement.
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