Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATION - EMMAUS LIFE SCIENCES, INC. | ex-31_1.htm |
| EX-31.2 - CERTIFICATION - EMMAUS LIFE SCIENCES, INC. | ex-31_2.htm |
| EX-32.1 - CERTIFICATION - EMMAUS LIFE SCIENCES, INC. | ex-32_1.htm |
| EX-32.2 - CERTIFICATION - EMMAUS LIFE SCIENCES, INC. | ex-32_2.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended April 30, 2011
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
Commission File No. 000-53072
EMMAUS HOLDINGS, INC.
(Name of registrant in its charter)|
Delaware
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41-2254389
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(State or other jurisdiction of incorporation or formation)
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(I.R.S. employer identification number)
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20725 S Western Avenue
Suite 136
Torrance, CA 90501
(Address of principal executive offices)
Issuer’s telephone number: (310) 214-0065
AFH ACQUISITION IV, INC
9595 Wilshire Blvd, Ste 700, Beverly Hills, CA 90212
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes x No
State the number of shares outstanding of each of the issuer’s classes of common equity, as of July 5, 2011: 24,429,258 shares of common stock.
EMMAUS HOLDINGS, INC.
- INDEX -
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Page
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1
EXPLANATORY NOTE
AFH Acquisition IV, Inc, a Delaware corporation, is filing this Amendment No.1 to its Form 10-Q for the period ended April 30, 2011 which was originally filed with the securities and exchange commission on May 13, 2011, in order to revise Part I – Financial Statements Note E to further describe the nature of due from parent transactions as well as Note G, to include a additional disclosures on consulting services and cancelation of shares.
Except as described above, Amendment No.1 does not amend any other Item of the Form 10-Q and does not modify or update in any way the disclosures contained in the original Form 10-Q.
New certifications of our principal executive and financial officer are included as exhibits to this amendment.
2
PART I – FINANCIAL INFORMATION
EMMAUS HOLDINGS, INC.
Formerly Known as AFH Acquisition IV, Inc.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
TORRANCE, CA
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FINANCIAL REPORTS
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AT
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APRIL 30, 2011
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3
EMMAUS HOLDINGS, INC.
Formerly Known as AFH Acquisition IV, Inc.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Torrance, CA
TABLE OF CONTENTS
1
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BALANCE SHEETS
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(Unaudited)
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April 30,
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October 31,
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2011
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2010
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ASSETS
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Cash and Cash Equivalents
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260 | — | ||||||
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Due from Parent
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1,137,874 | — | ||||||
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Total Assets
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$ | 1,138,134 | $ | — | ||||
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LIABILITIES AND STOCKHOLDER'S DEFICIT
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Liabilities
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Accrued Expenses
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$ | 863 | $ | 3,703 | ||||
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Due to Parent
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— | 11,895 | ||||||
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Total Liabilities
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863 | 15,598 | ||||||
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Stockholder's Deficit
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Preferred Stock: $.001 Par; 20,000,000 Shares Authorized,
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-0- Issued and Outstanding
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— | — | ||||||
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Common Stock: $.001 Par; 100,000,000 Shares Authorized;
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5,577,750 and 5,000,000 Issued and Outstanding at
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0 | |||||||
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April 30, 2011 and October 31, 2010, respectively
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1,160,500 | 5,000 | ||||||
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Additional Paid-In-Capital
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20,000 | 20,000 | ||||||
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Deficit Accumulated During Development Stage
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(43,229 | ) | (40,598 | ) | ||||
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Total Stockholder's Deficit
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1,137,271 | (15,598 | ) | |||||
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Total Liabilities and Stockholder's Deficit
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$ | 1,138,134 | $ | — | ||||
F-1
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STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT FOR THE PERIOD FROM
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DATE OF INCEPTION (SEPTEMBER 24, 2007) THROUGH APRIL 30, 2011 - UNAUDITED
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Deficit
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Accumulated
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Common Stock
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Additional
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Stock
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During
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Total
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Number
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Paid-In
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Subscription
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Development
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Stockholder's
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of Shares
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Value
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Capital
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Receivable
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Stage
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Deficit
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Balance - September 24, 2007
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— | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
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Common Stock Issued for Cash
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5,000,000 | 5,000 | 20,000 | (4,900 | ) | — | 20,100 | |||||||||||||||||
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Net Loss for the Period
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— | — | — | — | (21,853 | ) | (21,853 | ) | ||||||||||||||||
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Balance - October 31, 2007
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5,000,000 | 5,000 | 20,000 | (4,900 | ) | (21,853 | ) | (1,753 | ) | |||||||||||||||
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Cash Received for Stock Subscriptions
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— | — | — | 4,900 | — | 4,900 | ||||||||||||||||||
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Net Loss for the Period
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— | — | — | — | (7,600 | ) | (7,600 | ) | ||||||||||||||||
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Balance - October 31, 2008
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5,000,000 | 5,000 | 20,000 | — | (29,453 | ) | (4,453 | ) | ||||||||||||||||
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Net Loss for the Period
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— | — | — | — | (7,317 | ) | (7,317 | ) | ||||||||||||||||
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Balance - October 31, 2009
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5,000,000 | 5,000 | 20,000 | — | (36,770 | ) | (11,770 | ) | ||||||||||||||||
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Net Loss for the Period
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— | — | — | — | (3,828 | ) | (3,828 | ) | ||||||||||||||||
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Balance - October 31, 2010
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5,000,000 | 5,000 | 20,000 | — | (40,598 | ) | (15,598 | ) | ||||||||||||||||
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Common Stock Issued for Cash
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577,750 | 1,155,500 | — | — | — | 1,155,500 | ||||||||||||||||||
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Net Loss for the Period
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— | — | — | — | (2,631 | ) | (2,631 | ) | ||||||||||||||||
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Balance - April 30, 2011
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5,577,750 | $ | 1,160,500 | $ | 20,000 | $ | — | $ | (43,229 | ) | $ | 1,137,271 | ||||||||||||
F-2
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STATEMENTS OF OPERATIONS - UNAUDITED
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Period From
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Date of Inception
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For the Three Months Ended
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For the Six Months Ended
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(September 24, 2007)
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April 30,
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April 30,
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Through
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2011
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2010
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2011
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2010
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April 30, 2011
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Revenues
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$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
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Expenses
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Consulting
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$ | — | $ | — | $ | — | $ | — | $ | 1,736 | ||||||||||
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Interest
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— | — | — | — | 15 | |||||||||||||||
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Legal and Professional
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863 | 1,244 | 2,138 | 2,031 | 39,121 | |||||||||||||||
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Office Expenses
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93 | — | 93 | — | 795 | |||||||||||||||
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Organizational Costs
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— | — | — | — | 962 | |||||||||||||||
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Total Expenses
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$ | 956 | $ | 1,244 | $ | 2,231 | $ | 2,031 | $ | 42,629 | ||||||||||
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Net Loss for the Period Before Taxes
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$ | (956 | ) | $ | (1,244 | ) | $ | (2,231 | ) | $ | (2,031 | ) | $ | (42,629 | ) | |||||
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Franchise Tax
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400 | 125 | 400 | 125 | 600 | |||||||||||||||
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Net Loss for the Period After Taxes
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$ | (1,356 | ) | $ | (1,369 | ) | $ | (2,631 | ) | $ | (2,156 | ) | $ | (43,229 | ) | |||||
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Loss per Share - Basic and Diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||||
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Weighted Average Common Shares Outstanding
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5,077,899 | 5,000,000 | 5,038,304 | 5,000,000 | 5,005,276 | |||||||||||||||
F-3
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Formerly Known as AFH Acquisition IV, Inc.
(A DEVELOPMENT STAGE COMPANY)
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(A DELAWARE CORPORATION)
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Torrance, CA
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STATEMENTS OF CASH FLOWS - UNAUDITED
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Period From
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Date of Inception
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For the Six Months Ended
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(September 24, 2007)
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April 30,
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Through
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2011
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2010
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April 30, 2011
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Cash Flows from Operating Activities
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Net Loss for the Period
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$ | (2,631 | ) | $ | (2,156 | ) | $ | (43,229 | ) | |||
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Changes in Assets and Liabilities:
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Prepaid Expenses
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— | — | — | |||||||||
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Accrued Expenses
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(2,840 | ) | (3,749 | ) | 863 | |||||||
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Net Cash Flows from Operating Activities
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(5,471 | ) | (5,905 | ) | (42,366 | ) | ||||||
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Net Cash Flows from Investing Activities
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— | — | — | |||||||||
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Cash Flows from Financing Activities
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Cash Advance by (Repayment to) Parent
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5,731 | 5,905 | 17,626 | |||||||||
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Cash Proceeds from Stock Subscriptions
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— | — | 4,900 | |||||||||
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Cash Proceeds from Sale of Stock
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— | — | 20,100 | |||||||||
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Net Cash Flows from Financing Activities
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5,731 | 5,905 | 42,626 | |||||||||
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Net Change in Cash and Cash Equivalents
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260 | — | 260 | |||||||||
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Cash and Cash Equivalents - Beginning of Period
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— | — | — | |||||||||
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Cash and Cash Equivalents - End of Period
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$ | 260 | $ | — | $ | 260 | ||||||
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Cash Paid During the Period for:
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Interest
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$ | — | $ | — | $ | — | ||||||
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Income Taxes
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$ | — | $ | — | $ | — | ||||||
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Supplemental Disclosure of Cash Flow Information
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Proceeds Held by Parent
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$ | 1,155,500 | $ | — | $ | 1,155,500 | ||||||
F-4
EMMAUS HOLDINGS, INC.
Formerly Known as AFH Acquisition IV, Inc.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Torrance, CA
NOTES TO FINANCIAL STATEMENTS
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Note A -
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The Company
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Prior to May 3, 2011, Emmaus Holdings, Inc. (the “Company”) formerly known as AFH Acquisition IV, Inc., was a development stage company that was incorporated under the laws of the State of Delaware on September 24, 2007. The Company was majority owned by AFH Holding & Advisory, LLC (the “Parent”). The financial statements presented represent only those transactions of Emmaus Holdings, Inc. On April 21, 2011, AFH Acquisition IV, Inc. entered into a merger agreement and plan of merger with Emmaus Medical, Inc., which closed on May 3, 2011 (See Note G).
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Emmaus is engaged in the discovery, development, and commercialization of innovative and cost-effective treatments and therapies, areas that may have traditionally been underserved by large pharmaceutical companies. Emmaus believes that there are attractive niche markets and financial opportunities for companies one that specializes in treatments for rare diseases. Over time, Emmaus plans to expand the business to include developing and marketing products to treat more common diseases. The primary focus of the business is the late-stage development of the amino acid L-glutamine as a prescription drug for the treatment of sickle cell disease (“SCD”). To a lesser extent, Emmaus is also engaged in the marketing and sale of NutreStore® [L-glutamine powder for oral solution] and promotion of Zorbtive® [somatropin (rDNA origin) for injection], as a treatment for short bowel syndrome (“SBS”) and the sale of L-glutamine as a nutritional supplement under the brand name AminoPure®. Since inception, Emmaus has generated minimal revenues from the sale and/or promotion of NutreStore®, Zorbtive® and AminoPure®.
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The condensed financial statements of the Company included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s registration statement on Form 10-K, and other reports filed with the SEC.
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The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Certain information that is not required for interim financial reporting purposes has been omitted.
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Note B -
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Summary of Significant Accounting Policies
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Method of Accounting
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The Company maintains its books and prepares its financial statements on the accrual basis of accounting.
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- continued -
F-5
EMMAUS HOLDINGS, INC.
Formerly Known as AFH Acquisition IV, Inc.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Torrance, CA
NOTES TO FINANCIAL STATEMENTS
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Note B -
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Summary of Significant Accounting Policies - continued
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Development Stage
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The Company has operated as a development stage enterprise since its inception by devoting substantially all of its efforts to financial planning, raising capital, research and development, and developing markets for its services. The Company prepares its financial statements in accordance with the requirements of FASB ASC 915.
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Cash and Cash Equivalents
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Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions, which periodically may exceed federally insured amounts.
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Loss Per Common Share
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Loss per common share is computed in accordance with FASB ASC 260-10, by dividing income (loss) available to common stockholders by weighted average number of common shares outstanding for each period
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Use of Estimates
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The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can differ from those estimates.
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Organizational Costs
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Organizational costs represent management, consulting, legal, accounting, and filing fees incurred to date in the formation of the company. Organizational costs are expensed as incurred in accordance with FASB ASC 720-15.
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Income Taxes
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The Company accounts for income taxes in accordance with FASB ASC 740-10, using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment. Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carry forwards. Deferred income tax expense represents the change in net deferred assets and liability balances.
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F-6
EMMAUS HOLDINGS, INC.
Formerly Known as AFH Acquisition IV, Inc.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Torrance, CA
NOTES TO FINANCIAL STATEMENTS
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Note B -
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Summary of Significant Accounting Policies - continued
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Financial Instruments
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The Company’s financial instruments consist of cash and due from parent. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value, unless otherwise noted.
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Recent Pronouncements
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The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.
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Note C -
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Equity Securities
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Holders of shares of common stock shall be entitled to cast one vote for each common share held at all stockholder’s meetings for all purposes, including the election of directors. The common stock does not have cumulative voting rights.
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The preferred stock of the Company shall be issued by the Board of Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time.
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No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock or any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
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Note D -
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Going Concern
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The Company’s financial statements have been presented on the basis that it is a justified going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations. As a result, there is an accumulated deficit of $43,229 at April 30, 2011.
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The Company’s continued existence is dependent upon its ability to raise capital or acquire a marketable company. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
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F-7
EMMAUS HOLDINGS, INC.
Formerly Known as AFH Acquisition IV, Inc.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Torrance, CA
NOTES TO FINANCIAL STATEMENTS
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Note E -
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Due from Parent
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Represents cash advance to/from AFH Holding & Advisory, LLC for services and expenses paid for on the Company’s behalf and proceeds of the sale of stock. The proceeds are held by AFH Holding & Advisory in anticipation of the continue costs of merging. AFH Holding & Advisory, LLC is the majority shareholder of the Company. There are no repayment terms.
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Note F -
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Stock Transactions
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On April 19, 2011, the Company sold an aggregate of 577,750 shares of common stock at a per share purchase price of $2.00 per share for gross proceeds of approximately $1.2 million (the “Private Placement”). The shares of our common stock sold in the Private Placement were not registered under the Securities Act of 1933, as amended (the “Securities Act”).
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Note G -
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Subsequent Events
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Pursuant to a Merger Agreement, dated April 21, 2011 (the “Merger Agreement”), by and among AFH Acquisition IV, Inc. (“AFH IV”), AFH Merger Sub, Inc. (“AFH Merger Sub”), AFH Holding & Advisory, LLC (“AFH Advisory”), and Emmaus Medical, Inc. (“Emmaus”), Emmaus merged with and into AFH Merger Sub with Emmaus continuing as the surviving entity (the “Merger”). Upon the closing of the Merger on May 3, 2011, AFH IV changed its name from “AFH Acquisition IV, Inc.” to “Emmaus Holdings, Inc.”
Emmaus agreed to reimburse AFH Advisory, our Parent, an aggregate of $900,000 consisting of $500,000 for the identification of AFH IV and providing consulting services related to coordination the Merger and managing the interrelationship of legal and accounting activities and $400,000 for expenses incurred in connection with providing services; and that AFH Advisory is entitled, in its sole discretion, to either be reimbursed such costs in cash from the proceeds of any public offering conducted by the Company or to convert such amount into five-year warrants to purchase additional shares of common stock at a valuation equal to 75% of the fair market value of the common stock if the Company closes a public offering. We further note that just prior to the closing of the merger, AFH Advisory canceled an aggregate of 1,827,750 shares of our common stock.
Upon consummation of the Merger, (i) each outstanding share of Emmaus common stock was exchanged for 29.48548924976 shares of AFH IV common stock, (ii) each outstanding Emmaus option and warrant, which was exercisable for one share of Emmaus common stock, was exchanged for an option or warrant, as applicable, exercisable for 29.48548924976 shares of AFH IV common stock; and (iii) each outstanding convertible note of Emmaus, which was converted for one share of Emmaus common stock, was exchanged for a convertible note exercisable for 29.48548924976 shares of AFH IV common stock. As a result of the Merger, securityholders of Emmaus received 20,628,305 shares of AFH IV common stock, options and warrants to purchase an aggregate of 326,507 shares of AFH IV common stock, and convertible notes to purchase an aggregate of 270,648 shares of AFH IV common stock.
The Company entered into employment agreements with Yutaka Niihara, M.D., MPH, its Chief Executive Officer, Willis C. Lee, its Chief Operating Officer, and Lan T. Tran, its Chief Administrative Officer on April 5, 2011 and with Yasushi Nagasaki, its Chief Financial Officer, on April 8, 2011 (collectively, the “Employment Agreements”). Each of the Employment Agreements has an initial 2-year term, unless terminated earlier. The Employment Agreements for Dr. Niihara, Mr. Lee and Ms. Tran automatically renew for additional one year periods unless the Company or the officer provides notice of non-renewal at least sixty (60) days prior to the expiration of the then current term.
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F-8
PART II – OTHER INFORMATION
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Item 1.
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Legal Proceedings.
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None
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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None
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Item 3.
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Defaults Upon Senior Securities.
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None
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Item 4.
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Reserved.
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None
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Item 5.
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Other Information.
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None
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Item 6.
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Exhibits.
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(a) Exhibits required by Item 601 of Regulation S-K.
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Exhibit
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Description
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| 31.1 | ||
| 31.2 | ||
| 32.1 | ||
| 32.2 | ||
* Filed Herewith
4
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
Dated: July 5, 2011
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EMMAUS HOLDINGS, INC.
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(Registrant)
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| By: |
/s/ Yutaka Niihara
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| Name: |
Yutaka Niihara M.D., MPH.
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| Title: |
President and Chief Executive Officer
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5