Emmaus Life Sciences, Inc. Form 8-K Filing

On December 17, 2025, Emmaus Life Sciences, Inc. entered into an Exchange Agreement to issue 6,332,692 shares of common stock and a $600,000 convertible promissory note. This exchange is in return for the cancellation of a $3,000,000 outstanding convertible promissory note. The new note carries a 10% annual interest rate, payable semi-annually, and is convertible into common stock at an initial price of $0.01 per share, subject to adjustments based on average VWAP. The principal of the new note is due on demand. This transaction is structured to be exempt from registration under the Securities Act of 1933, relying on Section 3(a)(9). The company has incorporated information regarding the Exchange Securities into Items 2.03 and 3.02 of the filing.