Statement of Ownership (sc 13g)
26 Agosto 2019 - 1:40PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
INFORMATION
TO BE INCLUDED IN STATEMENT FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
Emmaus
Life Sciences, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
29137T
101
(CUSIP
Number)
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall not be subject to all other provisions of the Act (however, see the Notes).
CUSIP
NO. 29137T 101
Page
2 of 5
1.
|
NAMES OF REPORTING PERSONS.
Telcon RF Pharmaceuticals, Inc.
|
|
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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|
|
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
South Korea
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
|
4,147,491
|
|
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6.
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SHARED VOTING POWER
|
|
|
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7.
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SOLE DISPOSITIVE POWER
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4,147,491
|
|
|
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8.
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SHARED DISPOSITIVE POWER
|
|
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
4,147,491
|
|
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
☐
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|
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% (1)
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12.
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TYPE OF REPORTING PERSON
CO
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(1)
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Calculated
based upon a total of 47,465,209 shares of common stock issued and outstanding immediately
after the effective time of the Merger described in Item 4 as reported in the Issuer’s
Current Report on Form 8-K/A filed with the Securities and Exchange Commission on August
14, 2019.
|
CUSIP
NO. 29137T 101
Page 3 of 5
|
Item
1(a).
|
Name
of Issuer.
|
Emmaus
Life Sciences, Inc. (formerly known as MYnd Analytics, Inc.), a Delaware corporation
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices.
|
21250
Hawthorne Boulevard, Suite 800
Torrance,
CA 90503
|
Item
2(a).
|
Name
of Person Filing.
|
Telcon
RF Pharmaceuticals, Inc.
|
Item
2(b).
|
Address
of Principal Business Office, or, if None, Residence.
|
S-Tower
14th Floor
439
Bongunsa-ro, Gangnam-gu, Seoul, South Korea
South
Korea
|
Item
2(d).
|
Title
of Class of Securities.
|
Common
stock, $0.001 par value per share (the “Common Stock”)
29137T
101
|
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b), Check Whether the Person Filing is a:
|
Not
applicable
See
Items 5-9 and 11 of the cover of this Schedule.
On
July 17, 2019, Athena Merger Subsidiary, Inc., a wholly owned subsidiary of the Issuer, merged (the “Merger”)
with and into EMI Holding, Inc. (formerly known as “Emmaus Life Sciences, Inc.” and herein “EMI”), with
EMI as the surviving corporation. In the Merger, each outstanding share of common stock of EMI was converted into the right to
receive 1.0504570 shares of common stock of the Issuer after giving effect to a 1-for-6 reverse stock split effected by the Issuer
immediately prior to the Merger. Immediately after the effective time of the Merger, the Issuer had issued and outstanding approximately
47,465,209 shares of common stock.
CUSIP
NO. 29137T 101
Page
4 of 5
|
Item
5.
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Ownership
of Five Percent or Less of a Class.
|
If
this Schedule is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
applicable
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
|
Not
applicable
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
Not
applicable
|
Item
9.
|
Notice
of Dissolution of Group.
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Not
applicable
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits.
Not
applicable
CUSIP
NO. 29137T 101
Page
5 of 5
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
August 26, 2019
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Telcon
RF Pharmaceuticals, Inc.
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/s/
JIN WOO KANG
|
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Jin
Woo Kang,
Director, Investor Relations
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MYnd Analytics, Inc. (NASDAQ:MYND)
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