Emmaus Life Sciences exchanges $3M note for $600K note and 6.33M shares (9% dilution)

Emmaus Life Sciences, Inc.

Exchanged $3M convertible note (10% interest, conversion $0.13) for $600K new note (10%, conversion $0.01 adjustable) and 6,332,692 shares valued at ~$0.38 each.
The 6.33M common shares represent 9.0% of total outstanding shares post-issuance.
New note is due on demand; conversion price adjusts quarterly based on average VWAP.
Issued under Section 3(a)(9) exemption with no additional consideration.
Holder Dong Seon Kim releases all claims under the old note.

item 1.01 item 2.03 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Emmaus Life Sciences, Inc. incurred convertible notes of $600,000 at 10% maturing due on demand.

Instrument: convertible notes
Principal: $600,000
Rate: 10%
Maturity: due on demand
Event: incurrence

Exact text from the filing

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%, payabl

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Emmaus Life Sciences, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-25-124513

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