Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had ~~49,311,864~~49,558,501 shares of common stock, par value $0.001 per share, outstanding as of August ~~24, 2021.~~

		Page


Part I. Financial Information

Item 1.	Financial Statements	1

	(a)Condensed Consolidated Balance Sheets as of June 30, ~~2021~~2022 (Unaudited) and December 31, ~~2020~~2021	1

	(b)Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	2

	(c)Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	3

	(d)Condensed Consolidated Statements of Cash Flows for the six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	4

	(e)Notes to Condensed Consolidated Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2019

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

Part II Other Information

Item 1.	Legal Proceedings	2726

Item 1A.	Risk Factors	2726

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2726

Item 3.	Defaults Upon Senior Securities	2726

Item 4.	Mine Safety Disclosures	2726

Item 5.	Other Information	2726

Item 6.	Exhibits	28

Signatures		29

	As of						As of
	June 30, 2021			December 31, 2020			June 30, 2022			December 31, 2021
	(Unaudited)						(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,671		$	2,487		$	982		$	2,279
Accounts receivable, net		3,359			198			1,235			1,040
Inventories, net		6,543			7,087			3,134			4,392
Prepaid expenses and other current assets		1,467			1,485			1,235			1,380
Total current assets		13,040			11,257			6,586			9,091
Property and equipment, net		99			120			85			147
Equity method investment		17,383			15,925			16,982			17,616
Right of use assets		3,796			4,072			3,085			3,485
Investment in convertible bond		28,671			27,866			18,990			26,100
Other assets		290			296			261			295
Total assets	$	63,279		$	59,536		$	45,989		$	56,734
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	6,301		$	7,460		$	10,718		$	9,189
Operating lease liabilities, current portion		689			1,143			718			740
Conversion feature derivative, notes payable		5,376			—			8,122			7,507
Other current liabilities		2,894			2,706			2,791			4,404
Revolving line of credit from related party		600			800			400			400
Warrant derivative liabilities		1,262			1,071			—			1,503
Notes payable, current portion		3,291			4,588
Notes payable, current portion, net of discount								6,394			2,399
Notes payable to related parties		100			134			2,871			800
Convertible debentures, net of discount		—			5,480
Convertible notes payable, net of discount								14,062			10,158
Total current liabilities		20,513			23,382			46,076			37,100
Operating lease liabilities, less current portion		3,639			3,470			2,854			3,261
Other long-term liabilities		34,476			34,470			31,694			33,173
Notes payable, less current portion		1,500			222			—			1,500
Convertible notes payable		12,526			3,150			—			3,150
Total liabilities		72,654			64,694			80,624			78,184
STOCKHOLDERS’ DEFICIT
Preferred stock, par value $0.001 per share, 15,000,000 shares authorized, NaN issued or outstanding		—			—
Common stock, par value $0.001 per share, 250,000,000 shares authorized, 49,311,864 and 48,987,198 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		49			49
Preferred stock, par value $0.001 per share, 15,000,000 shares authorized, 0ne issued or outstanding								—			—
Common stock, par value $0.001 per share, 250,000,000 shares authorized, 49,558,501 and 49,311,864 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively								50			49
Additional paid-in capital		219,924			218,728			220,800			220,022
Accumulated other comprehensive income		1,905			1,144
Accumulated other comprehensive loss								(3,339	)		(255	)
Accumulated deficit		(231,253	)		(225,079	)		(252,146	)		(241,266	)
Total stockholders’ deficit		(9,375	)		(5,158	)		(34,635	)		(21,450	)
Total liabilities & stockholders’ deficit	$	63,279		$	59,536		$	45,989		$	56,734

The accompanying notes are an integral part of these condensed consolidated financial statements.

	Three months ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020			2022			2021			2022			2021
REVENUES, NET	$	6,489		$	4,360		$	11,824		$	11,314		$	4,287		$	6,489		$	7,521		$	11,824
COST OF GOODS SOLD		430			446			866			924			396			430			1,403			866
GROSS PROFIT		6,059			3,914			10,958			10,390			3,891			6,059			6,118			10,958
OPERATING EXPENSES
Research and development		753			589			2,562			1,206			298			753			764			2,562
Selling		1,453			1,135			2,736			2,203			1,952			1,453			3,412			2,736
General and administrative		3,370			3,725			6,792			7,382			3,081			3,370			6,450			6,792
Total operating expenses		5,576			5,449			12,090			10,791			5,331			5,576			10,626			12,090
INCOME (LOSS) FROM OPERATIONS		483			(1,535	)		(1,132	)		(401	)		(1,440	)		483			(4,508	)		(1,132	)
OTHER INCOME (EXPENSE)
Loss on debt extinguishment		—			(1,425	)		(1,172	)		(1,425	)		—			—			—			(1,172	)
Change in fair value of warrant derivative liabilities		338			(101	)		(191	)		(76	)		542			338			1,290			(191	)
Change in fair value of conversion feature derivative, notes payable		2,563			35			225			6			(3,695	)		2,563			(615	)		225
Net gain on investment in marketable securities		—			(5,631	)		—			1,208
Net losses on equity method investment		(582	)		(573	)		(1,336	)		(980	)
Realized loss on investment in convertible bond														—			—			(133	)		—
Net loss on equity method investment														(493	)		(582	)		(1,059	)		(1,336	)
Foreign exchange loss		(43	)		(1	)		(1,175	)		—			(2,470	)		(43	)		(3,661	)		(1,175	)
Interest and other income		191			568			381			600			133			191			355			381
Interest expense		(653	)		(1,309	)		(1,707	)		(3,109	)		(1,287	)		(653	)		(2,024	)		(1,707	)
Total other income (expense)		1,814			(8,437	)		(4,975	)		(3,776	)		(7,270	)		1,814			(5,847	)		(4,975	)
INCOME (LOSS) BEFORE INCOME TAXES		2,297			(9,972	)		(6,107	)		(4,177	)		(8,710	)		2,297			(10,355	)		(6,107	)
INCOME TAXES (BENEFIT)		(192	)		(499	)		(174	)		(213	)		182			(192	)		79			(174	)
NET INCOME (LOSS)		2,489			(9,473	)		(5,933	)		(3,964	)		(8,892	)		2,489			(10,434	)		(5,933	)

COMPONENTS OF OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized gain on debt securities available for sale (net of tax)		546			—			604			—			(4,415	)		546			(4,065	)		604
Reclassification adjustment for loss included in net income														—			—			7			—
Foreign currency translation adjustments		(8	)		(33	)		157			28			643			(8	)		974			157
Other comprehensive income (loss)		538			(33	)		761			28			(3,772	)		538			(3,084	)		761
COMPREHENSIVE INCOME (LOSS)	$	3,027		$	(9,506	)	$	(5,172	)	$	(3,936	)	$	(12,664	)	$	3,027		$	(13,518	)	$	(5,172	)
EARNINGS (NET LOSS) PER COMMON SHARE - BASIC and DILUTED	$	0.05		$	(0.19	)	$	(0.12	)	$	(0.08	)
EARNINGS (NET LOSS) PER COMMON SHARE - BASIC AND DILUTED													$	(0.18	)	$	0.05		$	(0.21	)	$	(0.12	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING		49,311,864			48,987,189			49,193,474			48,805,829			49,319,995			49,311,864			49,315,952			49,193,474

The accompanying notes are an integral part of these condensed consolidated financial statements.

	Common Stock				Additional Paid-In		Accumulated Other Comprehensive			Accumulated			Total Stockholders'			Common stock				Additional paid-in		Accumulated other comprehensive			Accumulated			Total stockholders'
	Shares		Amount		Capital		Income			Income			Deficit			Shares		Amount		capital		income (loss)			loss			deficit
Balance at January 1,2021		48,987,189	$	49	$	218,728	$	1,144		$	(225,079	)	$	(5,158	)
Balance at January 1,2022																	49,311,864	$	49	$	220,022	$	(255	)	$	(241,266	)	$	(21,450	)
Share-based compensation																	—		—		5		—			—			5
Unrealized gain on debt securities available for sale (net of tax)																	—		—		—		350			—			350
Reclassification adjustment for loss included in net income																	—		—		—		7			—			7
Foreign currency translation effect																	—		—		—		331			—			331
Net loss																	—		—		—		—			(1,542	)		(1,542	)
Balance, March 31, 2022																	49,311,864		49		220,027		433			(242,808	)		(22,299	)
Reclassification of warrants from liability to equity																	—		—		213		—			—			213
Fair value of warrants including down-round protection adjustments		—		—		241		—			(241	)		—			—		—		446		—			(446	)		—
Common stock issued for services		324,675		—		500		—			—			500			246,637		1		109								110
Share-based compensation		—		—		181		—			—			181			—		—		5		—			—			5
Unrealized gain on debt securities available for sale (net of tax)		—		—		—		58			—			58
Foreign currency translation effect		—		—		—		165			—			165
Net loss		—		—		—		—			(8,422	)		(8,422	)
Balance, March 31, 2021		49,311,864		49		219,650		1,367			(233,742	)		(12,676	)
Share-based compensation		—		—		274		—			—			274
Unrealized gain on debt securities available for sale (net of tax)		—		—		—		546			—			546
Unrealized loss on debt securities available for sale (net of tax)																	—		—		—		(4,415	)		—			(4,415	)
Foreign currency translation effect		—		—		—		(8	)		—			(8	)		—		—		—		643			—			643
Net income		—		—		—		—			2,489			2,489			—		—		—		—			(8,892	)		(8,892	)
Balance, June 30, 2021		49,311,864	$	49	$	219,924	$	1,905		$	(231,253	)	$	(9,375	)
Balance, June 30, 2022																	49,558,501	$	50	$	220,800	$	(3,339	)	$	(252,146	)	$	(34,635	)

	Common Stock				Additional Paid-In		Accumulated Other Comprehensive			Accumulated			Total Stockholders'			Common stock				Additional paid-in		Accumulated other comprehensive			Accumulated			Total stockholders'
	Shares		Amount		Capital		Loss			Loss			Deficit			Shares		Amount		capital		income (loss)			loss			deficit
Balance at January 1, 2020		48,471,446	$	48	$	215,207	$	(79	)	$	(226,229	)	$	(11,053	)
Balance at January 1,2021																	48,987,189	$	49	$	218,728	$	1,144		$	(225,079	)	$	(5,158	)
Fair value of warrants including down-round protection adjustments		—		—		600		—			(200	)		400			—		—		241		—			(241	)		—
Common stock issued for cash (net of issuance cost)		515,743		1		141		—			—			142
Common stock issued for services																	324,675		—		500		—			—			500
Share-based compensation		—		—		209		—			—			209			—		—		181		—			—			181
Unrealized gain on debt securities available for sale (net of tax)																	—		—		—		58			—			58
Foreign currency translation effect																	—		—		—		165			—			165
Net loss																	—		—		—		—			(8,422	)		(8,422	)
Balance, March 31, 2021																	49,311,864		49		219,650		1,367			(233,742	)		(12,676	)
Share-based compensation																	—		—		274		—			—			274
Unrealized gain on debt securities available for sale (net of tax)																	—		—		—		546			—			546
Foreign currency translation effect		—		—		—		61			—			61			—		—		—		(8	)		—			(8	)
Net income		—		—		—		—			5,509			5,509			—		—		—		—			2,489			2,489
Balance, March 31, 2020		48,987,189		49		216,157		(18	)		(220,920	)		(4,732	)
Share-based compensation		—		—		219		—			—			219
Foreign currency translation effect		—		—		—		(33	)		—			(33	)
Net loss		—		—		—		—			(9,473	)		(9,473	)
Balance, June 30, 2020		48,987,189	$	49	$	216,376	$	(51	)	$	(230,393	)	$	(14,019	)
Balance, June 30, 2021																	49,311,864	$	49	$	219,924	$	1,905		$	(231,253	)	$	(9,375	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

	Six Months Ended June 30,
							Six Months Ended June 30,
	2021			2020			2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(5,933	)	$	(3,964	)	$	(10,434	)	$	(5,933	)
Adjustments to reconcile net loss to net cash flows used in operating activities
Depreciation and amortization		30			30			28			30
Inventory reserve		300			375			1,008			300
Amortization of discount of notes payable and convertible notes payable		1,028			2,102			770			1,028
Foreign exchange adjustments		1,215			(70	)		3,811			1,215
Tax benefit recognized on unrealized gain on debt securities		(201	)		—			—			(201	)
Net gain on investment in marketable securities		—			(1,208	)		133			—
Loss on equity method investment		1,336			980			1,059			1,336
Loss on debt extinguishment		1,172			1,425			—			1,172
Gain on disposal of property and equipment		(1	)		—
Loss on disposal of property and equipment								2			(1	)
Loss on leased assets								22			—
Share-based compensation		455			428			10			455
Shares issued for services		500			—			—			500
Change in fair value of warrant derivative liabilities		191			76			(1,290	)		191
Change in fair value of conversion feature derivative, notes payable		(225	)		(6	)		615			(225	)
Net changes in operating assets and liabilities
Accounts receivable		(3,163	)		693			(188	)		(3,163	)
Inventories		237			(267	)		233			237
Prepaid expenses and other current assets		5			528			302			5
Other non-current assets		272			183			321			272
Income tax receivable and payable		(14	)		(295	)		63			(14	)
Accounts payable and accrued expenses		(884	)		(412	)		1,172			(884	)
Other current liabilities		197			(4,903	)		(3,002	)		197
Other long-term liabilities		(276	)		2,586			(431	)		(276	)
Net cash flows used in operating activities		(3,759	)		(1,719	)		(5,796	)		(3,759	)
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of marketable securities		—			2,130
Sale of convertible bond								2,919			—
Purchases of property and equipment		(1	)		(13	)		(18	)		(1	)
Loan to equity method investee		(3,965	)		(561	)		(3,326	)		(3,965	)
Net cash flows provided by (used in) investing activities		(3,966	)		1,556
Net cash flows used in investing activities								(425	)		(3,966	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable issued, net of issuance cost and discount		700			998			5,039			700
Proceeds from convertible notes payable issued, net of issuance cost and discount		14,490			—			—			14,490
Payments of notes payable		(1,079	)		(200	)		(90	)		(1,079	)
Payments of convertible notes		(7,200	)		(1,500	)		—			(7,200	)
Proceeds from issuance of common stock, net of issuance cost		—			142
Net cash flows provided by (used in) financing activities		6,911			(560	)
Net cash flows provided by financing activities								4,949			6,911
Effect of exchange rate changes on cash		(2	)		(7	)		(25	)		(2	)
Net decrease in cash, cash equivalents and restricted cash		(816	)		(730	)		(1,297	)		(816	)
Cash, cash equivalents and restricted cash, beginning of period		2,487			1,769			2,279			2,487
Cash, cash equivalents and restricted cash, end of period	$	1,671		$	1,039		$	982		$	1,671
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES
Interest paid	$	590		$	802		$	285		$	590
Income taxes paid	$	41		$	82		$	16		$	41
NON-CASH INVESING AND FINANCING ACTIVITIES
Debt discount due to conversion features derivative	$	5,555		$	—		$	—		$	5,555
Debt discount due to warrant issued with debt	$	—		$	400
Debt discount due to deferred financing cost							$	134		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying unaudited condensed consolidated interim financial statements of Emmaus Life Sciences, Inc., (“Emmaus”) and its direct and indirect consolidated subsidiaries (collectively, “we,” “our,” “us” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). on the basis that the Company will continue as a going concern. All significant intercompany transactions have been eliminated. The Company’s unaudited condensed consolidated interim financial statements contain adjustments, including normal recurring accruals necessary to fairly state the Company’s consolidated financial position, results of operations and cash flows. Due to the uncertainty of the Company’s ability to meet its current liabilities and operating expenses, there is substantial doubt about the Company’s ability to continue as a going concern, as the continuation and any expansion of its business is dependent upon obtaining further financing, market acceptance of Endari®, and achieving a profitable level of revenues. The consolidated interim financial statements do not include any adjustments that might result from the outcome of these uncertainties.The condensed consolidated interim financial statements should be read in conjunction with the Annual Report on Form ~~10-K/A~~10-K for the year ended December 31, ~~2020~~2021 (the “Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on ~~August 10, 2021.~~March 31, 2022 and Quarterly Report on Form 10-Q filed with the SEC on May 13, 2022. The accompanying condensed consolidated balance sheet at December 31, ~~2020~~2021 has been derived from the audited consolidated balance sheet at December 31, ~~2020~~2021 contained in the ~~Form 10-K/A.~~Annual Report. The results of operations for the three and six months ended June 30, ~~2021,~~2022, are not necessarily indicative of the results to be expected for the full year or any future interim period.

The Company is a commercial-stage biopharmaceutical company engaged in the discovery, development, marketing and ~~sales~~sale of innovative treatments and therapies, primarily for rare and orphan diseases. ~~On July 17, 2019, we completed a merger transaction with EMI Holding, Inc.~~The Company’s lead product, Endari® (prescription grade L-glutamine oral powder), ~~formerly known as Emmaus Life Sciences, Inc.~~is approved by the U.S. Food and Drug Administration, or FDA, to reduce the acute complications of sickle cell disease (“~~EMI”~~SCD”)~~, into a subsidiary~~ in adult and pediatric patients five years of ~~the Company (the “Merger”), with EMI surviving the Merger as a wholly owned subsidiary. Immediately after completion of the Merger, we changed our name to “Emmaus Life Sciences, Inc.”~~

~~Principles of consolidation—The consolidated financial statements include the accounts of Emmaus~~age and ~~its direct and indirect consolidated subsidiaries. All significant intercompany transactions have been eliminated.~~older.

The preparation of the consolidated financial statements requires the use of management estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses for the reported period. Actual results could differ materially from those estimates.

The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in the Company’s Annual Report on Form ~~10K/A~~10K for the year ended December 31, ~~2020.~~2021. There have been no material changes in these policies or their application.

Going concern—The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern. The Company incurred a net loss of $10.4 million for the six months ended June 30, 2022 and had a working capital deficit of $39.5 million. Management expects that the Company’s current liabilities, operating losses and expected capital needs, including the expected costs relating to the commercialization of Endari® in the Middle East North Africa region and elsewhere, will exceed its existing cash balances and cash expected to be generated from operations for the foreseeable future. In order to meet the Company’s current liabilities and future obligations, the Company will need to restructure or refinance its existing indebtedness and raise additional funds through related-party loans, equity or debt financings or licensing or other strategic agreements. The Company is in discussions with the holders of its outstanding convertible promissory notes and certain other creditors to restructure or refinance the convertible promissory notes and other current liabilities, but has no understanding or agreement to do so and has no understanding or arrangement for any additional financing. There can be no assurance that the Company will be able to restructure or refinance its existing indebtedness or other current liabilities or complete any additional equity or debt financings on favorable terms, or at all, or enter into licensing or other strategic arrangements. Due to the uncertainty of the Company’s ability to meet its current liabilities and operating expenses, there is substantial doubt about the Company’s ability to continue as a going concern for 12 months from the date of this filing. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Management has considered all recent accounting pronouncements will not have a material effect on the Company’s condensed consolidated financial statements.

~~Restricted cash~~ — Restricted cash includes proceeds received from the sales of shares of Telcon RF Pharmaceutical, Inc., a Korean corporation (formerly, Telcon Inc. and herein “Telcon”) earmarked for the purchase of Telcon convertible bond per the December 23, 2019 agreement with Telcon. See Note 5 for the additional details. Reconciliation of cash, cash equivalent and restricted cash are as follows:

Factoring accounts receivables — ~~The Company entered into~~Emmaus Medical, Inc., or Emmaus Medical, an indirect wholly owned subsidiary of Emmaus, is party to a ~~factoring~~purchase and sales agreement with Prestige Capital Finance, LLC ~~on February 22, 2021. Under the agreement, the Company~~or Prestige Capital, pursuant to which Emmaus Medical may ~~factor its~~offer and sell to Prestige Capital from time to time eligible accounts ~~receivables~~receivable in exchange for Prestige Capital’s down payment, or advance, to Emmaus Medical of ~~up to 70%~~75% of the face ~~value with maximum outstanding balance~~amount of ~~$7.5 million and~~ the ~~fee ranges between 2.25% and 7.25% depending on the period when customers pay the outstanding~~ accounts ~~receivables. The Company had 0 factoring accounts receivables balance outstanding as of June 30,~~receivable, subject to a $7.5

~~2021.~~million cap on advances at any time. The balance of the face amount of the accounts receivable will be reserved by Prestige Capital and paid to Emmaus Medical, less fees of Prestige Capital ranging from 2.25% to 7.25% of the face amount, as and when Prestige Capital collects the entire face amount of the accounts receivable. Emmaus Medical’s obligations to Prestige Capital under the purchase and sale agreement are secured by a security interest in the accounts receivable and all or substantially all other assets of Emmaus Medical. In connection with the purchase and sale agreement, Emmaus has guaranteed Emmaus Medical’s obligations under the purchase and sale agreement. At June 30, 2022, accounts receivable included $402,000 of factoring accounts receivable and there were $14,000 liabilities related to factoring reflected in other current liabilities. For three ~~months~~ and six months ended June 30, ~~2021,~~2022, the Company incurred approximately $~~44,000~~101,000, and ~~$75,000~~$154,000, respectively, of factoring ~~fees, respectively.~~fees.

Net loss per share — In accordance with ~~ASC~~Accounting Standard Codification (“ASC”) 260, “Earnings per Share,” the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding. ~~Dilutive~~Diluted net loss per share is computed in a manner similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of June 30, ~~2021~~2022 and June 30, ~~2020,~~2021, the Company had outstanding potentially dilutive securities exercisable for or convertible into ~~23,326,667~~52,523,286 shares and ~~17,288,829~~23,326,667 shares, respectively, of the Company’s common stock. No potentially dilutive securities were included in the calculation of diluted net ~~income~~loss per share since the potential dilutive securities were ~~out of the money for the period ended June 30, 2020 and were~~ anti-dilutive for period ended June 30, ~~2021.~~2021 and June 30, 2022.

The following table summarizes the revenue allowance and accrual activities for the six months ended June 30, ~~2021~~2022 and June 30, ~~2020~~2021 (in thousands):

													Trade Discounts, Allowances and Chargebacks			Government Rebates and Other Incentives			Returns			Total
Balance as of December 31, 2021													$	1,480		$	3,134		$	540		$	5,154
Provision related to sales in the current year														1,329			1,311			159			2,799
Adjustments related prior period sales														(56	)		13			728			685
Credit and payments made														(1,288	)		(1,055	)		(854	)		(3,197	)
Balance as of June 30, 2022													$	1,465		$	3,403		$	573		$	5,441
	Trade Discounts, Allowances and Chargebacks			Government Rebates and Other Incentives			Returns			Total
Balance as of December 31, 2020	$	134		$	2,119		$	473		$	2,726		$	134		$	2,119		$	473		$	2,726
Provision related to sales in the current year		1,417			1,870			127			3,414			1,417			1,870			127			3,414
Adjustments related prior period sales		12			5			(59	)		(42	)		12			5			(59	)		(42	)
Credit and payments made		(581	)		(1,657	)		(20	)		(2,258	)		(581	)		(1,657	)		(20	)		(2,258	)
Balance as of June 30, 2021	$	982		$	2,337		$	521		$	3,840		$	982		$	2,337		$	521		$	3,840

Balance as of December 31, 2019	$	228		$	1,354		$	315		$	1,897
Provision related to sales in the current year		1,438			1,955			118			3,511
Adjustments related prior period sales		16			(43	)		(43	)		(70	)
Credit and payments made		(1,208	)		(1,324	)		—			(2,532	)
Balance as of June 30, 2020	$	474		$	1,942		$	390		$	2,806

The following table summarizes revenues attributable to each of our customers that accounted for 10% or more of our total revenues (as a percentage of net revenues):

The Company is party to a distributor agreement with Telcon Pharmaceutical RF, Inc., or Telcon pursuant to which itthe Company granted Telcon exclusive rights to the Company’s prescription grade L-glutamine (“PGLG”) oral powder for the treatment

of diverticulosis in South Korea, Japan and China in exchange for Telcon’s payment of a $10 million upfront fee and agreement to purchase from usthe Company specified minimum quantities of the ~~finished product.~~PGLG. In a related license agreement with Telcon, the Company agreed to use commercially reasonable best efforts to obtain product registration in these territories within three years of obtaining FDA marketing authorization for PGLG in this indication. Telcon has the right to terminate the distributor agreement in certain circumstances specified in the distributor agreement for failure to obtain such product registrations, in which event the Company would be obliged to return to Telcon the $10 million upfront fee. The ~~upfront~~ fee ~~of $10~~

~~million~~ is included in other long-term liabilities as unearned revenue as of June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. Refer to Note 6 and 11 and for additional transaction details.

Prepaid expenses and other current assets consisted of the following (in thousands):

During the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, depreciation expense was approximately ~~$12,000~~$10,000 and ~~$11,000~~$12,000, respectively. During the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, depreciation expense ~~were~~was approximately $21,000 and $23,000, ~~for both period.~~respectively.

Investment in convertible ~~bonds~~bond - On September 28, 2020, the Company entered into a convertible bond purchase agreement pursuant to which it purchased at face value a convertible bond of Telcon ~~RF Pharmaceutical, Inc., or Telcon~~ in the principal amount of approximately $26.1 million which matures on October 16, 2030 and bears interest at the rate of 2.1% per year, payable quarterly. Beginning on October 16, 2021, the Company ~~will be~~became entitled on a quarterly basis to call for early redemption of all or any portion of the principal amount of the convertible bond. The convertible bond is convertible at the holder’s option at any time and from time to time into common shares of Telcon at an initial conversion price of KRW9,232, or approximately $8.00 per share. The initial conversion price is subject to ~~antidilution adjustments~~downward adjustment monthly based on the volume-weighted average market price of Telcon shares as reported on Korean Securities Dealers Automated Quotations Market and in the event of the issuance of Telcon shares or share equivalents at a price below the market price of Telcon shares or upon a merger or similar reorganization of Telcon or a stock split, reverse stock split, stock dividend or similar event. The conversion price as of June 30, 2022 is set forth in the “Investment in convertible bond” table below. The convertible bond and any proceeds therefrom, including proceeds from any exercise of the early redemption right described above or the call option described below, are pledged as collateral to secure the Company’s obligations under the API Supply Agreement and revised API ~~Supply~~ Agreement with Telcon described in Note 6 and Note 11.

~~In connection~~Concurrent with the purchase of the convertible bond, the Company entered into ~~a call option~~an agreement dated September 28, 2020 with Telcon pursuant to which Telcon or its designee is entitled to repurchase, at par, up to 50% in principal amount of the convertible bond at any time and from time to time commencing October 16, 2021 and prior to maturity. ~~If the Company transfers the convertible bond, it will be obliged under the call option agreement to see to it that the transferee is bound by such call option.~~

The Company has elected the fair value option method ~~to measure~~of accounting for the investment in ~~the Telcon~~ convertible bond. The investment in convertible bond is classified as an available for sale security and remeasured at fair value on a recurring basis using Level 3 inputs, with any changes in the fair value option recorded in other comprehensive ~~income.~~income (loss). The fair value and any ~~change~~changes in fair value ofin the

convertible bond is determined using a ~~convertible bond~~binominal lattice model. The model produces an estimated fair value based on changes in the ~~market~~ price of the underlying common ~~stock.~~stock over successive periods of time.

In February 2022, the Company and Telcon agreed to settle a “target shortfall” under the revised API agreement with Telcon for the years ended 2020 and 2021 by exchanging KRW3.5 billion, or approximately US$2.9 million, principal amount and accrued and unpaid interest of the Telcon convertible bond and KRW400 million, or approximately US$310,000, in cash proceeds of the convertible bond. As a result, the Company realized a net loss on investment convertible bond of $126,000 and other income of $41,000 as reflected in the statement of operations. See Notes 6 and 11 for additional information on the “target shortfall.”

The following table sets forth the fair value and changes in fair value of the investment in the Telcon convertible ~~bonds~~bond as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 (in thousands):

The fair value as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 was based upon following assumptions:

Equity method investment – During 2018, the Company and Japan Industrial Partners, Inc., or JIP, formed EJ Holdings, Inc., or EJ Holdings, to acquire, own and operate ana shuttered amino acids manufacturing facility in Ube, Japan. In connection with the formation, the Company invested approximately $32,000 in exchange for 40% of EJ Holdings voting shares. JIP owns 60% of EJ Holdings voting shares. In October 2018, the Company entered into a loan agreement with EJ Holdings under which the Company made an unsecured loan to EJ Holdings in the amount of $13.2 million. The loan proceeds were used by EJ Holdings to purchase the Ube facility in December 2019 and pay related taxes. The loan matures on September 30, 2028 and bears interest at the annual rate of 1% ~~per year,~~, payable annually. The parties also contemplated that the Ube facility ~~will~~would eventually supply the Company with the facility’s output of amino acids and that the operation of the facility ~~will~~would be principally for ~~our~~the Company’s benefit and, as such, that major decisions affecting EJ Holdings and the Ube facility ~~will~~would be made by EJ Holdings’ board of directors, a majority of which are representatives of JIP, in consultation with the Company. During the six months ended June 30, ~~2021,~~2022, the Company made an additional ~~$4.0~~$3.3 million of loans to EJ Holdings. As of June 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, the loans receivable from EJ Holdings were approximately ~~$21.1~~$22.1 million and ~~$18.6~~$22.6 million, respectively, as reflected in equity method investment on the consolidated balance sheets.

EJ Holdings is engaged in ~~phasing in~~retrofitting the Ube facility ~~including obtaining~~in order to seek regulatory approvals for the manufacture of PGLG in accordance with cGMP. EJ Holdings has had no ~~significant~~substantial revenues since its inception, has depended on loans from the Company to acquire the Ube facility and fund its operations and will continue to be dependent on loans from the Company or other financing

unless and until the Ube facility is activated and EJ Holdings can secure customers for its products. There is no assurance the Company will be able to continue to provide loan financing to support EJ Holdings’ activities at the Ube facility.

The Company has determined that EJ Holdings is a variable interest entity, or VIE, based upon the ~~facts that~~loan financing provided by the Company ~~provided the loan financing~~ to acquire the Ube facility and ~~the~~fund EJ ~~Holdings~~Holdings’ activities, ~~at the facility~~which are principally for the Company’s benefit. JIP, however, owns 60% of EJ Holdings and is entitled to designate a majority of the directors of EJ ~~Holdings’ board of directors~~Holdings and its Chief Executive Officer and outside auditors, and, as such, controls the management, business, and operations of EJ Holdings. Accordingly, the Company accounts for its variable interest in EJ Holdings under the equity method.

The Company’s share of the ~~losses of~~loss reported by EJ Holdings are classified as net ~~losses~~loss on equity method investment. The investment is evaluated for impairment ~~annually~~ and if facts and circumstances indicate that the carrying value may not be recoverable, an impairment charge would be recorded.

The following table sets forth certain financial information of EJ Holdings for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):

Accounts payable and accrued expenses consisted of the following at June 30, ~~2021~~2022 and December 31, ~~2020~~2021 (in thousands):

	June 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021
Accounts payable:
Clinical and regulatory expenses	$	335	$	262	$	537	$	534
Professional fees		343		252		615		477
Selling expenses		436		395		1,001		932
Manufacturing costs		14		596		245		378
Non-employee board member compensation						417		136
Other vendors		200		518		192		262
Total accounts payable		1,328		2,023		3,007		2,719
Accrued interest payable, related parties		65		41		227		91
Accrued interest payable		383		627		1,288		579
Accrued expenses:
Payroll expenses		1,075		1,053		1,303		1,097
Government rebates and other rebates		2,337		2,659		4,520		4,371
Due to EJ Holdings		427		545
Other accrued expenses		686		512		373		332
Total accrued expenses		4,525		4,769		6,196		5,800
Total accounts payable and accrued expenses	$	6,301		7,460	$	10,718		9,189

Other current liabilities consisted of the following at June 30, ~~2021~~2022 and December 31, ~~2020~~2021 (in thousands):

Other long-term liabilities consisted of the following at June 30, ~~2021~~2022 and December 31, ~~2020~~2021 (in thousands):

On June 12, 2017, the Company ~~and Telcon~~ entered into an API Supply Agreement ~~as subsequently amended (so as amended, the “API agreement”),~~with Telcon pursuant to which Telcon advanced to the Company approximately $31.8 million as an advance trade discount in consideration of the Company’s agreement to purchase from Telcon the Company’s estimated annual ~~targets~~target requirements for bulk containers of PGLG. On July 12, 2017, the Company entered into a raw material supply agreement with Telcon which revised certain items of the API Supply Agreement (the “revised API Agreement”). The Company ~~did 0t purchase~~purchased $245,000 of PGLG from Telcon in the six months ended June 30, ~~2021~~2022 and purchased ~~$2.0 million~~NaN of PGLG in the six months ended June 30, ~~2020. As~~2021 of which $248,000 and $378,000 were reflected in accounts payable as of June 30, ~~2021,~~2022 and December 31, ~~2020, respectively, accounts payable~~2021, respectively. The revised API Agreement provided for an annual API purchase target of $5 million and a target “profit” (i.e., gross margin) to Telcon ~~were~~ 0of $2.5 million. To the extent these targets are not met, which management refers to as a “target shortfall,” Telcon may be entitled to payment of the target shortfall or to settle the target shortfall by exchange of principal and ~~$208,000, respectively.~~interest on the Telcon convertible bond and proceeds thereof that are pledged as a collateral to secure the Company’s obligations under the API Supply Agreement and he revised API Agreement. See Note 115 for ~~additional details.~~information regarding the settlement in the six months ended June 30, 2022 of the target shortfall for 2021 and 2020.

Notes payable consisted of the following at June 30, ~~2021~~2022 and December 31, ~~2020~~2021 (in thousands except for number of underlying shares): excluding the revolving line of credit agreement with related party discussed below:

Year Issued		Interest Rate Range	Term of Notes	Conversion Price			Principal Outstanding June 30, 2021		Unamortized Discount June 30, 2021		Carrying Amount June 30, 2021		Shares Underlying June 30, 2021			Interest Rate Range	Term of Notes	Conversion Price			Principal Outstanding June 30, 2022		Unamortized Discount June 30, 2022		Carrying Amount June 30, 2022		Underlying Shares June 30, 2022
Notes payable
2013		10%	Due on demand		—		$	903	$	—	$	903		—		10%	Due on demand		—		$	734	$	—	$	734		—
2020		1%	2 years		—			798		—		798		—
2021		11%	Due on demand - 2 years		—			3,090		—		3,090		—		11%	Due on demand - 2 years		—			2,793		—		2,793		—
							$	4,791	$	—	$	4,791		—
2022																11%-41%	Due on demand - 10 month		—			2,985		118		2,867		—
			Current				$	3,291	$	—	$	3,291		—							$	6,512	$	118	$	6,394		—
			Non-current				$	1,500	$	—	$	1,500		—			Current				$	6,512	$	118	$	6,394		—
Notes payable - related parties	Notes payable - related parties														Notes payable - related parties
2020		12%	Due on demand		—			100		—		100		—		12%	Due on demand		—			100		—		100		—
							$	100	$	—	$	100		—
2021																12%	Due on demand		—			700		—		700		—
2022																10%-12%	Due on demand		—			2,071		—		2,071		—
			Current				$	100	$	—	$	100		—							$	2,871	$	—	$	2,871		—
			Non-current				$	—	$	—	$	—		—			Current				$	2,871	$	—	$	2,871		—
Convertible notes payable	Convertible notes payable														Convertible notes payable
2020		12%	3 years	$	10.00	(b)		3,150		—		3,150		316,584		12%	3 years	$	10.00	(b)		3,150		—		3,150		323,016
2021		2%	3 years	$	1.48	(a)		14,490		5,114		9,376		9,856,378		2%	3 years	$	0.37	(a)		14,490		3,578		10,912		40,739,519
							$	17,640	$	5,114	$	12,526		10,172,962							$	17,640	$	3,578	$	14,062		41,062,535
			Non-current				$	17,640	$	5,114	$	12,526		10,172,962			Current				$	17,640	$	3,578	$	14,062		41,062,535
			Total				$	22,531	$	5,114	$	17,417		10,172,962			Total				$	27,023	$	3,696	$	23,326		41,062,535

Year
Issued

Interest Rate
Range

Term of Notes

Conversion
Price

Principal
Outstanding
December 31,
2020

Unamortized
Discount
December 31,
2020

Carrying
Amount
December 31,
2020

Shares
Underlying
Notes
December 31, 2020

Notes payable

2013

10%

Due on demand

—

$
969

$
—

$
969

—

2019

11%

Due on demand

—

2,899

—

2,899

—

2020

1%-11%

Due on demand - 2 years

—

942

—

942

—

$
4,810

$
—

$
4,810

$
—

Current

$
4,588

$
—

$
4,588

—

Non-current

$
222

$
—

$
222

—

Notes payable - related parties

2016

10%

Due on demand

—

$
20

$
—

$
20

—

2019

10%

Due on demand

—

14

—

14

—

2020

12%

Due on demand

—

100

—

100

—

$
134

$
—

$
134

—

Current

$
134

$
—

$
134

—

Convertible debentures

2019

10%

18 months

$2.00-$9.52

(a)
$
7,200

$
1,720

$
5,480

3,630,000

$
7,200

$
1,720

$
5,480

3,630,000

Current

$
7,200

$
1,720

$
5,480

3,630,000

Convertible note payable

2018

10%

2 years

$
10.00

(b)
$
3,150

$
—

$
3,150

316,723

$
3,150

$
—

$
3,150

316,723

Current

$
3,150

$
—

$
3,150

316,723

Total

$
15,294

$
1,720

$
13,574

3,946,723

Year Issued	Interest Rate Range	Term of Notes	Conversion Price			Principal Outstanding December 31, 2021		Unamortized Discount December 31, 2021		Carrying Amount December 31, 2021		Underlying Shares December 31, 2021
Notes payable
2013	10%	Due on demand		—		$	869	$	—	$	869		—
2021	11%	Due on demand - 2 years		—			3,030		—		3,030		—
						$	3,899	$	—	$	3,899		—
		Current				$	2,399	$	—	$	2,399		—
		Non-current				$	1,500	$	—	$	1,500		—
Notes payable - related parties
2020	12%	Due on demand		—		$	100	$	—	$	100		—
2021	12%	Due on demand		—			700		—		700		—
						$	800	$	—	$	800		—
		Current				$	800	$	—	$	800		—
Convertible notes payable
2020	12%	3 years	$	10.00	(b)		3,150		—		3,150		316,756
2021	2%	3 years	$	1.48	(a)		14,490		4,332		10,158		9,856,343
						$	17,640	$	4,332	$	13,308		10,173,099
		Current				$	14,490	$	4,332	$	10,158		9,856,343
		Non-current				$	3,150	$	—	$	3,150		316,756
		Total				$	22,339	$	4,332	$	18,007	$	10,173,099

(a)

The notes are convertible tointo Emmaus Life Sciences, Inc. shares. Beginning February 28, 2022, the note holders became entitled to call for early redemption of the convertible notes payable, because the Company common stock was not approved for listing on a Trading Market (as defined in the agreement). Accordingly, the notes are classified as current liabilities.

(b)

~~The notes are~~This note is convertible tointo shares of EMI ~~Holdings,~~Holding, Inc. ~~shares.~~, a wholly owned subsidiary of Emmaus Life Sciences, Inc.

The weighted-average stated annual interest rate of notes payable was 5%12% and ~~10%~~6% as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. The weighted-average effective annual interest rate of notes payable as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 was ~~14%~~22% and ~~37%~~15%, respectively, after giving effect to discounts relating to conversion features, warrants and deferred financing costs relating to the notes.

As of June 30, ~~2021,~~2022, future contractual principal payments due on notes payable were as ~~follows:~~

On March 8, 2021, the Company prepaid in full outstanding Amended and Restated 10% Senior Secured Convertible Debentures and recognized $1.2 million of loss on debt extinguishment due to recognize the remaining unamortized discount.

The conversion feature of the Amended and Restated 10% Senior Secured Convertible Debentures was separately accounted for at fair value as derivative liabilities under guidance in ASC 815 that is remeasured at fair value on a recurring basis using Level 3 inputs, with any changes in the fair value of the conversion feature liabilities recorded in earnings. Upon prepayment of the Debentures, the outstanding liability was recognized in change in fair value in earnings. The following table sets forth the fair value of the conversion feature liabilities as of June 30, 2021 and December 31, 2020follows (in thousands):

Six Months Ended

Year Ended

Conversion feature liabilities — Amended and Restated 10% Senior Secured Convertible Debentures

June 30, 2021

December 31, 2020

Balance, beginning of period

$
7

$
1

Fair value at debt modification date

—

118

Change in fair value included in the statement of comprehensive income

(7
)

(112
)
Balance, end of period

$
—

$
7

Year Ending
2022 (six months)	$	23,763	(a)
2023		3,260
Total	$	27,023

(a)

Includes $14.5 million principal amount of convertible notes, the holders are entitled to call for early redemption.

The fair value and any change in fair value of conversion feature liabilities are determined using a binomial lattice model. The model produces an estimated fair value based on changes in the price of the underlying common stock.

~~The fair value as of December 31, 2020 was based upon following assumptions:~~

The Company is party to a revolving line of credit agreement with ~~Dr.~~Yutaka Niihara, M.D., M.P.H., the Company’s Chairman and Chief Executive Officer. Under the agreement, at the Company’s request from time to time Dr. Niihara may, but is not obligated to, loan or re-loan to the Company up to $1,000,000. Outstanding amounts under the agreement are due and payable upon demand and bear interest, payable monthly, at a variable annual rate equal to the Prime Rate in effect from time to time plus 3%. In addition to the payment of interest, the Company is obligated to pay Dr. Niihara a “tax gross-up” intended to make him whole for federal and state income and employment taxes payable by him with respect to interest and tax gross-up paid to him in the previous year. ~~The~~As of June 30, 2022 and December 31, 2021, the outstanding principal balance under the ~~revolving line of credit~~ agreement of ~~$600,000 as of June 30, 2021 and December 31, 2020 were~~$400,000 was reflected in revolving line of credit from related party on the condensed consolidated balance sheets. With the ~~estimated~~ tax-gross up, the effective ~~annual~~ interest rate on the outstanding balance as of June 30, ~~2021,~~2022, was 10.4%. The revolving line of credit agreement will expire on November 22, 2022. Refer to Note 12 for more information on related party ~~information.~~

transactions.~~On May 8, 2020, the Company received a loan in the amount of $797,840~~ under the Small Business Administration Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses

of the qualifying business. The loan, which is in the form of a Promissory Note dated April 29, 2020, matures on April 29, 2022 and bears interest at a rate of 1% per annum, payable monthly commencing on December 8, 2020 unless the PPP loan is forgiven prior to the date of the first monthly payment or the loan forgiveness process has commenced. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. The loan and accrued interest are forgivable after a specific period as long as the Company uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The Company has applied for PPP loan forgiveness on October 30, 2020. There is no assurance that the loan will be forgiven. The amount of loan forgiveness would be reduced if the Company were to terminate employees or reduce salaries during such period.~~The PPP loan was included in notes payable on the condensed consolidated balance sheets at June 30, 2021 and December 31, 2020.~~

On February 9, 2021, the Company entered into a securities purchase agreement ~~with an effective date of February 8, 2021~~ pursuant to which the Company agreed to sell and issue to the purchasers thereunder in a private placement pursuant to Rule 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D thereunder a total of up to $17 million in principal amount of convertible promissory notes of the Company for a purchase price equal to the principal amount thereof. ~~As of June 30, 2021, we had~~The Company sold and issued approximately $14.5 million of the convertible promissory notes. Of the net proceeds from the sale of the convertible promissory notes, $6.2 million was used to prepay the outstanding Amended and Restated 10% Senior Secured Convertible Debentures as described above.

Commencing one year from the original issue date, the convertible promissory notes ~~will be~~became convertible at the option of the holder into shares of the Company’s common stock at an initial conversion price of $1.48 per share, which equaled the “Average VWAP” (as defined) of the Company’s common stock on the effective date. The initial conversion price ~~will be adjusted~~is subject to adjustment as of the end of each three-month period ~~following the original issue date,~~ commencing May 31, 2021, to equal the Average VWAP as of the end of such three-month period if such Average VWAP is less than the then-conversion price. There is no floor on the conversion price. The conversion price will be subject to further adjustment in the event of a stock split, reverse stock split or certain other events specified in the convertible promissory notes. As of June 30, 2022, the conversion price was $0.37 per share.

The convertible promissory notes bear interest at the stated rate of 2% per year (10% in the event of a default), payable semi-annually on the last business day of August and January of each year, and will mature on the 3rd anniversary of the original issue ~~date.~~date, unless earlier converted or prepaid. The convertible promissory notes ~~will become prepayable~~are redeemable in whole or in part at the election of the holders on or after February 28, 2022 if the Company’s common stock shall not have been approved for listing on the NYSE American, the Nasdaq Capital Market or other “Trading Market” (as defined).holders. The Company ~~will be~~is entitled to prepay up to 50% of the principal amount of the convertible promissory notes at any time ~~after the first anniversary and~~ on or before ~~the second anniversary of the original issue date~~February 28, 2023 for a prepayment amount equal to the principal amount being prepaid, accrued and unpaid interest thereon and a prepayment premium equal to 50% of such principal amount. The convertible promissory notes are general, unsecured obligations of the Company.

The conversion feature of the convertible promissory notes ~~was~~is separately accounted for at fair value as a derivative liability under guidance in ASC 815 that is remeasured at fair value on a recurring basis using Level 3 inputs, with any changes in the fair value of the conversion feature liability recorded in ~~earnings.~~the condensed consolidated statements of operations. The following table sets forth the fair value of the conversion feature liability as of June 30, 2022 and December 31, 2021 (in thousands):

The fair value and any change in fair value of conversion feature liability are determined using a ~~convertible bond~~binominal lattice model. The model produces an estimated fair value based on changes in the price of the underlying common stock.

The fair value as of June 30, ~~2021~~2022 and ~~at issuance date was~~December 31, 2021was based upon following assumptions:

In June 2022, we entered into a Business Loan and Security Agreement and Addenda with a third-party lender pursuant to which the lender loaned to us $1,800,000, which we refer to as the “loan amount,” of which we received net proceeds of approximately $1,666,000 after deduction of the lender’s origination fee but without deduction for other transaction expenses. The loan amount, together with interest of $738,000, is payable in over the 40-week loan term in weekly installments of $31,725 for the first eight weeks and $71,381 for the remaining 32 weeks. The loan amount and interest may be prepaid by us at any time within 90 days from the disbursement date for a repayment amount of $2,250,000, less all prior payments on the loan, unless an event of default has occurred under the Business Loan and Security Agreement. Repayment of the loan is secured by a security interest in all or substantially all our assets and all assets of our U.S. subsidiaries and is personally guaranteed by Yutaka Niihara, M.D., M.P.H., our Chairman and Chief Executive Officer and principal stockholder, and his wife and Hope Hospice International, Inc., which is wholly owned by Dr. Niihara and his wife. The personal guarantee is secured by a deed of trust on certain real property of Dr. Niihara and his wife.

The Business Loan and Security Agreement contains representations and warranties of the parties and restrictive covenants against incurring additional indebtedness, subject to certain exceptions, granting liens or security interests in our or our subsidiaries assets, and similar matters. In the event of a breach of our representations and warranties or the restrictive covenants or other covenants, the lender would be entitled to accelerate the repayment of the loan and, in certain events, require us to pay an additional fee equal to 10% of the loan amount, or $180,000.

Purchase Agreement with GPB—On December 29, 2017, the Company entered into the Purchase Agreement with GPB Debt Holdings II, LLC (“GPB”), pursuant to which the Company issued to GPB a $13 million senior secured convertible promissory note (the “GPB Note”) for an aggregate purchase price of $12.5 million, reflecting a 4.0% original issue discount. The GPB Note was repaid in February 2018.

In connection with the issuance of GPB Note, the Company issued to GPB a warrant (the “GPB Warrant”) to purchase up to 240,764 of common stock at an exercise price of $10.80 per share, with customary adjustments for stock splits, stock dividends and other recapitalization events. The GPB Warrant became exercisable six months after issuance and has a term of five years from the initial exercise date.

The ~~Company determined that~~GPB Warrant is separately recognized under ASC 815-40 ~~GPB Warrant should be separately recognized~~ at fair value as a liability. The warrant liability is remeasured at fair value on a recurring basis using Level 3 inputs and any change in the fair value of the liability is recorded in ~~earnings.~~the condensed consolidated statements of operations and comprehensive income.

The following table presents the change in fair value of the GPB Warrant as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 (in thousands):

The fair value of the warrant derivative liability was determined using the Black-Scholes ~~option pricing~~Merton model.

The fair value as of June 30, ~~2021,~~2022, and December 31, ~~2020 set forth in the table above~~2021 was based on upon the following assumptions:

~~Purchase Agreement with Holders of 10% Senior Secured Debentures~~—In October 2018, EMI sold and issued $12.2 million principal amount of 10% Senior Secured Debentures and common stock purchase warrants to purchase an aggregate of up to 1,220,000 shares of EMI common stock to a limited number of accredited investors. EMI’s obligations under the Debentures were secured by a security interest in substantially all EMI assets and guaranteed by EMI’s U.S. subsidiaries. The net proceeds of the sale

~~of the debentures and warrants were used to fund EMI’s original $13.2 million loan to EJ Holdings, Inc. in October 2018 reflected on the Company’s consolidated balance sheets.~~

The Debentures were amended and restated in their entirety in conjunction with the Merger. Common stock purchase warrants issued in conjunction with the original Debentures also were amended and restated in their entirety in conjunction with the Merger.

The Amended and Restated 10% Senior Secured Convertible Debentures issued in conjunction with the Merger were convertible at the option of each holder into shares of EMI common stock immediately prior to the Merger at a conversion price of $10.00 a share, subject to adjustment for stock splits, merger reorganizations and other customary events. The related amended and restated warrants were exercisable immediately prior to the Merger for an aggregate of 1,460,000 shares of EMI common stock at an initial exercise price of $10.00 per share. The exercise price of the warrants was subject to reduction in connection with a “going public event” such as the Merger based upon the “VWAP” (i.e., volume-weighted average trading price) of the Company common stock at the time of the Merger. Upon completion of the Merger, ~~the amended and restated warrants became exercisable for shares of the Company common stock and~~ the exercise price of the warrants and the number of underlying warrant shares were adjusted based upon exchange ratio in the Merger. The exercise price of the amended and restated warrants was subsequently adjusted in accordance with their terms to $5.87 per share based upon the VWAP of the Company common stock on the day following completion of the Merger.

~~Pursuant to the terms of a securities amendment agreement entered into on February 21, 2020,~~ ~~the~~ ~~Amended and Restated~~ ~~10% Senior Secured Convertible Debentures~~ were once again amended and restated in their entirety to extend their maturity date to April 21, 2021 and reduce the conversion price thereof to $3.00 per share from $9.52 per share. The related amended and restate common stock purchase warrants also were amended and restated again to reduce the exercise price thereof to $3.00 per share from $5.87 per share. The newly ~~Amended and Restated~~ ~~10% Senior Secured Convertible Debentures~~ and related newly amended and restated warrants provide for so-called full-ratchet anti-dilution adjustments in the event we sell or issue shares of common stock or common stock equivalents at an effective price per share less than the conversion price of the debentures or the exercise price of the warrants, subject to certain exceptions. The conversion price of the Amended and Restated ~~10% Senior Secured Convertible~~ Debentures and the exercise price of the related amended and restated warrants were reduced to $2.00 a share as a result of the Company’s sale of 100,000 shares of common stock at a price of $2.00 a share under the Purchase Agreement with Lincoln Park Capital LLC described below. ~~See Note 7 for information regarding our recent prepayment of the Debentures.~~

The Company evaluated the common stock purchase warrants issued in connection with the original issuance of the 10% Senior Secured Debentures in October 2018 under ASC 815-40 and concluded that the warrants should be separately recognized at fair value as a liability. The liability is remeasured at fair value on a recurring basis using Level 3 input and any changes in fair value is recorded in earnings. In 2019, the Debentures were amended and restated to be convertible into common stock of EMI immediately prior to completion of the Merger, which resulted in the related warrants being reclassified to equity. The warrants also were amended and restated in their entirety in connection with the Merger.

On September 22, 2020, the Company and EMI entered into a securities amendment agreement (the “September 2020 Amendment”) with the holders of the Amended and Restated 10% Senior Secured Convertible Debentures described above. The September 2020 Amendment amended in certain respects the securities purchase agreement among EMI and the Debenture holders originally entered into on September 8, 2018, as amended by the February 2020 Amendment, and provides that the Debentures are to be amended in certain respects as set forth in the form of Allonge Amendment No. 1 to the debentures included in the September 2020 Agreement (the “Allonge”). Pursuant to the Allonge, the aggregate monthly redemption payments under the Debentures were reduced to $500,000 from $1,000,000 in principal amount and the maturity date of the Debentures was extended from April 21, 2021 to August 31, 2021. The monthly redemption payments resumed in September 2020 and will continue on the first day of each month thereafter commencing October 1, 2020. The remaining principal balance of the Debentures will be due and payable upon maturity, subject to mandatory prepayment in connection with certain “Capital Events” as defined.

~~In consideration of the Debenture holder’s financial accommodations to the Company, the Company issued to the holders, pro rata based upon the relative principal amounts of their Debentures,~~ ~~five-year~~ ~~common stock purchase warrants to purchase a total of up to 1,840,000 shares of the Company common stock at an exercise price of $2.00 a share. The warrants provide for so-called full-~~ratchet anti-dilution adjustments in the event the Company sells or issues shares of common stock or common stock equivalents at an effective price per share less than the exercise price of the warrants, subject to certain exceptions. The exercise price also remains subject to adjustment for stock splits and other customary events.In October 2018, the Company granted to T.R. Winston and its affiliates for services relating to the September 2020 Amendment common stock purchase warrants to purchase up to 75,000 shares of the Company common stock at an exercise price of $2.10 a share and otherwise on terms identical to the warrants issued to the debenture holders described above.

The exercise price of the amended and restated warrants was reduced to $2.00 per share in February 2020 and to $1.54 per share in March 2021 pursuant to the anti-dilution adjustment provisions of the warrants. The warrants were valued using Black-Scholes-Merton model. The fair value as of agreement date and the anti-dilution adjustment dates was based upon following assumptions:

~~Purchase agreement with Holder~~Extension of a Convertible Promissory Note - On June 15, 2020, the holder of a convertible promissory note in the principal amount of $3,150,000 agreed to an extension of the maturity date of the convertible promissory note to June 15, 2023 in exchange for an increase in the interest rate on the note from 11% to 12%. In conjunction with ~~this amendment,~~the extension, the Company issued to the note holder ~~of note~~a five-year ~~common stock purchase warrants~~warrant to purchase ~~a total of~~ up to 1,250,000 shares (500,000 shares if the related convertible promissory note was repaid by June 15, 2022) of the Company common stock at an exercise price of $2.05 a share. Under ASC 815-40, the ~~Company concluded that the warrants issued to the holder of the notes should be~~warrant is recognized at fair value as a liability. The warrant liability is remeasured at fair value on a recurring basis using Level 3 input and any ~~changes~~change in the fair value of liability is recorded in earnings. Since the loan was 0t repaid before June 15, 2022, the warrant was reclassified as equity.

The following table presents the fair value and the change in fair value of the warrants as of June ~~30, 2021~~15, 2022 and December 31, 2020 (in thousands):

Warrant liability—Wealth Threshold

June 30, 2021

December 31, 2020

Balance, beginning of period

$
988

$
—

Fair value at issuance date

—

1,425

Change in fair value included in the statement of comprehensive income (loss)

175

(437
)
Balance, end of period

$
1,163

$
988

Warrant liability—Convertible Promissory Note	June 15, 2022			December 31, 2021
Balance, beginning of period	$	1,463		$	988
Change in fair value included in the statement of operations		(1,250	)		475
Reclassification to equity		(213	)		—
Balance, end of period	$	—		$	1,463

The fair value of the warrant derivative liability was determined using the Black-Scholes Merton model ~~and was~~ based upon following assumptions:

A summary of outstanding warrants as of June 30, ~~2021~~2022 and December 31, ~~2020 is presented below:~~

~~A summary of outstanding warrants by year issued and exercise price as of June 30,~~ 2021 is presented below:

Outstanding

Exercisable

Year issued and Exercise Price

Number of
Warrants
Issued

Weighted-Average
Remaining
Contractual
Life (Years)

Weighted-Average
Exercise
Price

Total

Weighted-Average
Exercise
Price

Prior to January 1, 2020

$1.54-$36.24

4,611,017

1.64

$
9.14

4,611,017

$
9.14

Prior to Jan 1, 2020 Total

4,611,017

4,611,017

At December 31, 2020

$
2.05

1,250,000

3.96

$
2.05

—

—

$
1.54

2,375,000

4.20

$
1.54

2,375,000

$
1.54

2020 Total

3,625,000

2,375,000

At June 30, 2021

$
—

—

—

$
—

—

$
—

Grand Total

8,236,017

Grand Total

6,986,017

	June 30, 2022					December 31, 2021
	Number of Warrants			Weighted‑ Average Exercise Price		Number of Warrants			Weighted‑ Average Exercise Price
Warrants outstanding, beginning of period		8,236,017		$	5.78		8,439,480		$	6.09
Granted		—					—
Exercised		—					—
Cancelled, forfeited or expired		(1,365,189	)	$	4.76		(203,463	)	$	4.36
Warrants outstanding, end of period		6,870,828		$	5.45		8,236,017		$	5.78
Warrnts exercisable end of period		6,870,828		$	5.45		7,486,017		$	6.12

~~Summary~~As of ~~Plans~~ ~~– Upon completion~~June 30, 2022, the weighted-average remaining contractual life of ~~the Merger, the EMI~~outstanding warrants was 2.1 years.

Stock options—The Company’s former Amended and Restated 2011 Stock Incentive Plan ~~was assumed by the Company. The 2011 Stock Incentive Plan permits grants of incentive stock options to employees, including executive officers,~~expired on May 3, 2021, and other share-based awards such as stock appreciation rights, restricted stock, stock units, stock bonus and unrestricted stock awards to employees, directors, and consultants for up to 9,000,000 shares of common stock. Options granted under the 2011 Stock Incentive Plan expire ten years after grant. Options granted to directors vest in equal quarterly installments and all other option grants vest over a minimum period of three years, in each case, subject to the optionee’s all based on continuous service with the Company. Each stock option outstanding under the 2011 Stock Incentive Plan at the effective time of the Merger was automatically converted into a stock option to purchase a number of shares of the Company’s common stock and at an exercise price calculated based on the exchange ratio in the Merger. ~~The 2011 Stock Incentive Plan expired in May 2021, after which~~ no further awards may be made under the 2011 Plan. The expiration of the 2011 Plan did not affect outstanding stock awards thereunder.

The Company also ~~has~~previously maintained an Amended and Restated 2012 Omnibus Incentive Compensation Plan, ~~under~~ which was terminated in September 2021 in connection with the adoption of the 2021 Stock Incentive Plan described below.

On September 29, 2021, the Board of Directors of the Company ~~may grant stock options and other stock awards to selected employees including officers, and to non-employee consultants and non-employee directors. All outstanding stock award under~~adopted the ~~2012 Omnibus~~Emmaus Life Sciences, Inc. 2021 Stock Incentive Plan upon the recommendation of the Compensation Committee of the Board. The 2021 Stock Incentive Plan ~~were fully vested prior to the Merger and the Company intends not to make any further awards under thereunder.~~

~~Stock options—During the six months ended June 30, 2021, the Company did 0t issue any stock options.~~ ~~During the year ended December 31, 2020, the Company grantedstock options to purchase 90,000~~was approved by stockholders on November 23, 2021. No more than 4,000,000 shares of common ~~stock. All~~stock may be issued pursuant to awards under the ~~options are exercisable~~2021 Stock Incentive Plan. The number of shares available for ~~ten years from~~Awards, as well as the ~~date~~terms of ~~grant~~outstanding awards, is subject to adjustment as provided in the Stock Incentive Plan for stock splits, stock dividends, reverse stock splits, recapitalizations and ~~will vest~~other similar events. As of June 30, 2022 and ~~become exercisable with respect to~~December 31, 2021, no awards were outstanding under the ~~underlying shares as follows: as to~~ ~~one‑third~~ ~~of the shares on the first anniversary of the grant date, and as to the remaining~~ ~~two‑thirds~~ ~~of the shares in twenty‑four approximately equal monthly installments over a period of two years thereafter~~2021 Stock Incentive Plan..

A summary of outstanding stock options as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 is presented below.

	June 30, 2021						December 31, 2020					June 30, 2022					December 31, 2021
	Number of Options				Weighted‑ Average Exercise Price		Number of Options			Weighted‑ Average Exercise Price		Number of Options			Weighted‑ Average Exercise Price		Number of Options			Weighted‑ Average Exercise Price
Options outstanding, beginning of period		7,110,025			$	4.63		7,245,350		$	4.68		5,968,338		$	4.78		7,110,025		$	4.63
Granted or deemed granted		—				—		90,000		$	2.05		—		$	—		—		$	—
Exercised		—				—		—			—		—		$	—		—		$	—
Cancelled, forfeited and expired		(1,125,753	)		$	3.82		(225,325	)	$	5.08		(1,055,399	)	$	3.45		(1,141,687	)	$	3.82
Options outstanding, end of period		5,984,272			$	4.78		7,110,025		$	4.63		4,912,939		$	5.07		5,968,338		$	4.78	��
Options exercisable, end of period		5,915,180			$	4.05		6,986,268		$	4.47		4,892,438		$	5.09		5,937,837		$	4.80
Options available for future grant		—		(a)				2,302,475					4,000,000					4,000,000

During the three months ended June 30, ~~2021~~2022 and June 30, ~~2020,~~2021, the Company recognized ~~$0.3 million~~$5,000 and ~~$0.2 million~~$274,000 , respectively of share-based compensation ~~expense, respectively.~~expense. During ~~each of~~ the six months ended June 30, ~~2021~~2022 and June 30, ~~2020,~~2021 the Company recognized ~~$0.5 million~~$10,000 and ~~$0.4 million~~$450,000, respectively, of share-based compensation ~~expense, respectively.~~expense. As of June 30, ~~2021,~~2022, there was approximately ~~$119,000~~

$11,000 of ~~total~~ unrecognized share-based compensation expense related to unvested ~~share-based compensation~~stock options which is expected to be recognized over the weighted-average remaining vesting period of ~~0.6 year.~~

~~Purchase Agreement with Lincoln Park Capital Fund, LLC~~—On February 28, 2020, the Company entered into a Purchase Agreement with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which the Company may elect to sell to LPC from time to time up to $25,000,000 in shares of its common stock, subject to certain limitations and conditions set forth in the Purchase Agreement, including 100,000 initial shares that the Company sold to LPC at a price of $2.00 per share.

Pursuant to the Purchase Agreement, on any business day over the 36-month term of the Purchase Agreement the Company has the right at its discretion and subject to certain conditions to direct LPC to purchase up to 20,000 shares of common stock, which amount is subject to increase under certain circumstances based upon increases in the market price of its common stock. The purchase price of the common stock will be based upon the prevailing market price of common stock at the time of the purchase without any fixed discount. In addition, the Company may direct LPC to purchase additional amounts as accelerated purchases and additional accelerated purchases under certain circumstances. Apart from the initial sale of shares described above, the Company is not obliged to sell any shares of common stock pursuant to the Purchase Agreement, and the Company will control the timing and amount of any such sales, but in no event will LPC be required to purchase more than $1,000,000 of common stock in any single regular purchase (excluding accelerated or additional accelerated purchases)1.0 year.

Concurrently with the execution of the Purchase Agreement on February 28, 2020, the Company entered into a Registration Rights Agreement pursuant to which the Company agreed to file a prospectus supplement pursuant to Rule 424(b) relating to the sale shares of common stock to be issued and sold to LPC under the Purchase Agreement under our effective shelf registration statement or a new registration statement and to use our reasonable best efforts to keep such registration statement effective during the term of the Purchase Agreement.

The Purchase Agreement contains customary representations, warranties, indemnification rights and other obligations and agreements of the company and LPC. There are no limitations and conditions to completing future transactions other than a prohibition against entering into a “Variable Rate Transaction” as defined in the Purchase Agreement. There is no upper limit on the price per share that LPC could be obligated to pay for common stock, but shares will only be sold to LPC on a day the Company’s closing price is less than the floor price as set forth in the Purchase Agreement and if the sale of the shares would not result in LPC and its affiliates having beneficial ownership of more than 4.99% of the Company’s total outstanding shares of common stock. The Company has the right to terminate the Purchase Agreement at any time, at 0 cost or penalty. As consideration for LPC’s commitments under the Purchase Agreement, the Company issued to LPC 415,743 shares of common stock, which valued at $750,000, recorded as an addition to equity for common stock and reduction for cost of capital raised.

As of the date of filing of this Quarterly Report, the Company was out of compliance with certain terms and conditions of the Purchase Agreement and unable to utilize the Purchase Agreement. The Company may seek to bring itself into compliance or seek an appropriate waiver from LPC to regain the ability to utilize the Purchase Agreement, but there can be no assurance when or whether the Company may be able to do so. If the Company is able to utilize the Purchase Agreement, whether or to what extent the Company sells shares of common stock to LPC under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, its net revenue and other results of operations, its working capital and other funding needs, the prevailing market prices of the Company’s common stock and the availability of other sources of funding.

Collaborative Research and Development Agreement with Kainos Medicine, Inc—On February 26, 2021, the Company entered into ana collaborative research and development agreement with Kainos Medicine, Inc. (“Kainos”) to lead the preclinical development of Kainos’ patented IRAK4 inhibitor (“KM10544”) as an anti-cancer drug and further advance ~~the~~Kainos’s research and development ~~activity currently underway at Kainos.~~activities. The With this agreement in place, Kainos plans to complete the study of the therapeutic mechanism of action ("MOA") of KM10544 in solid cancers, blood cancers and lymphoma. The Company will be responsible for the investigation and proof of target disease selection, efficacy and safety. The companies also entered into a letter of intent regarding possible future joint development of small molecule therapeutics and other pharmaceutical assets.

Pursuant to the collaborative research and development agreement, the Company paid and issued to Kainos $500,000 in cash and ~~issued~~ 324,675 shares of common stock of the ~~Company’s shares~~Company equivalent to $500,000 in additional consideration, ~~for entering into the agreement,~~ which amounts were recorded as research and development expenses in the ~~condensed consolidated statements~~statement of operations and comprehensive income (loss). for each of the periods ended June 30, 2021 and December 31, 2021. The Company, in turn, ~~has been~~was granted rights of first negotiation and first refusal for an exclusive license regarding the development and commercialization of products based on the intellectual property resulting from the agreement.

On October 7, 2021, the Company entered into a license agreement with Kainos under which Kainos granted the Company an exclusive license in the territory encompassing the U.S., the U.K. and the EU to patent rights, know-how and other intellectual property relating to Kainos’s novel IRAK4 inhibitor, referred to as KM10544, for the treatment of cancers, including leukemia, lymphoma and solid tumor cancers. In consideration of the license, the Company paid Kainos a six-figure upfront fee in cash and agreed to make additional cash payments upon the achievement of specified milestones totaling in the mid-eight figures and pay a single-digit percentage royalty based on net sales of the licensed products and a similar percentage of any sublicensing consideration.

During the six months ended June 30, 2021, the Company incurred $1.0 million of research and development expenses related to the Kainos collaboration and license agreement. The Company incurred 0 such expenses in the six months ended June 30, 2022.

Amended and Restated Warrants– The Company evaluated its outstanding amended and restated warrants to purchase up to 4,038,200 shares of common stock under ASC 815-40 and concluded that the warrants should be accounted for equity.

In June 2022, the exercise price of outstanding amended and restated warrants was reduced to $0.446 per share pursuant to the anti-dilution adjustment provisions of the warrants triggered by the Company’s issuance of restricted shares of common stock for professional relations and consulting services discussed below. The warrants were valued using the Black-Scholes Merton model and the $446,000 change in fair value was recorded as additional paid-in capital and accumulated loss.

Stock issued for services – In June 2022, the Company issued 246,637 shares of restricted share of common stock, with an estimated fair value of $110,000 for professional relations and consulting services to be rendered over the six-month period beginning July 1, 2022. The value of the shares issued in connection with this agreement was recorded in prepaid expenses and other current assets in the condensed consolidated balance sheet as of June 30, 2022 and will be amortized over the six-month period.

The quarterly provision for or benefit from income taxes is ~~separately~~ computed ~~at an~~based upon the estimated annual effective tax rate toand the year-to-date pre-tax income (loss) and other comprehensive income.

For the three and six months ended June 30, ~~2021,~~2022, the Company recorded an income tax ~~benefit~~provision of ~~$192,000~~$182,000 and ~~$174,000 million~~$79,000, respectively. For three and six month ended June 30, ~~2020,~~2021, the Company recorded an income tax benefit of ~~$0.5 million~~$192,000 and ~~$0.2 million.~~$174,000, respectively. The Company did 0t record a provision for federal income tax due to its net operating loss carryforwards. The Company established a full valuation allowance against its federal and state deferred tax asset and there was 0 unrecognized tax benefit as of June 30, ~~2021 and 2020.~~2022 or June 30, 2021.

Operating leases — The Company leases its office space under operating leases with unrelated entities.

The Company leases 21,293 square feet of office space for our headquarters in Torrance, California, at a base rental of $80,886 per month, which lease will expire on September 30, 2026. ~~The Company also leases an additional 1,850 square feet office space in New York, New York, at a base rent of $8,691, which lease will expire on January 31, 2023.~~

In addition, the Company leases ~~1,322 square feet of office space in Tokyo, Japan, which lease will expire on September 30, 2022 and~~ 1,163 square feet of office space in Dubai,m United Arb Emirates, which lease will expire on June 19, ~~2023.~~2023.During six month ended June 30, 2020, the Company terminated leases of office space in New York, New York and Tokyo, Japan. Upon termination of New York lease, the Company recognized $31,000 of loss on leased assets.

The rent expense during the three months ended June 30, 2022 and 2021 was approximately $294,000and ~~2020 amounted to approximately $288,000 and $298,000,~~$288,000, respectively, and during the six months ended June 30, ~~2021~~2022 and June 30, ~~2020 amounted to~~2021 was approximately ~~$589,000~~$597,000 and ~~$609,000,~~$589,000, respectively.

Future minimum lease payments under the lease agreements were as follows as of June 30, ~~2021~~2022 (in thousands):

As of June 30, ~~2021,~~2022, the Company had an operating lease right-of-use asset of ~~$3.8~~$3.1 million and lease liability of ~~$4.3~~$3.6 million inreflected on the condensed consolidated balance sheet. The weighted average remaining term of the Company’s leases as of June 30, ~~2021~~2022 was ~~5.0~~4.2 years and the weighted-average discount rate was ~~11.5%~~12.9%.

API Supply Agreement — On June 12, 2017, the Company entered into an API Supply Agreement (the “API Supply Agreement”) with Telcon pursuant to which Telcon paid the Company approximately $31.8 million in consideration of the right to supply 25% of the Company’s requirements for bulk containers of PGLG for a fifteen-year term. The amount was recorded as deferred trade discount. On July 12, 2017, the Company entered into a raw material supply agreement with Telcon which revised certain terms of the ~~original~~ API Supply Agreement (the ~~“Revised~~“revised API Agreement”). The ~~Revised~~revised API Agreement is effective for a term of five years and will renew automatically for 10 successive one-year renewal periods, except as either party may determine. In the ~~Revised~~revised API ~~Agreement,~~agreement, the Company has agreed to purchase a ~~total of 940,000 kilograms of PGLG at $50 per kilogram, or a~~cumulative total of $47.0 million, over the term of the agreement. The revised API Agreement provided for an annual API purchase target of $5 million and a target “profit” (i.e., gross margin) to Telcon of $2.5 million. To the extent these targets are not met, which management refers to as a “target shortfall,” Telcon may be entitled to payment of the target shortfall or to settle the target shortfall by exchange of principal and interest on the Telcon convertible bond and proceeds thereof that are pledged as a collateral to secure the Company’s obligations under the API Supply Agreement and the revised API Agreement. In September 2018, the Company entered into an agreement with Ajinomoto Health and Nutrition North America, Inc. (“Ajinomoto”), the producer of the PGLG, and Telcon to facilitate Telcon’s purchase of PGLG from Ajinomoto for resale to the Company under the ~~Revised~~revised API Agreement.

~~On June 16, 2019, the Company entered into an agreement with Telcon to adjust the price payable to Telcon under the Revised API Agreement from $50 per kilogram of~~ ~~PGLG~~ ~~to $100 per kilogram from July 1, 2019 through June 30, 2020, with the price payable after June 30, 2020 to be subject to agreement between the parties.~~ The PGLG raw material purchased from Telcon is recorded in inventory at net ~~realizable~~realized value and the excess purchase price is recorded against deferred trade discount. Refer to ~~Note~~Notes 5 and 6 for more information.

The following table sets forth information relating to loans from related parties outstanding on or at any time during the six months ended June 30, ~~2021~~2022 (in thousands):

Class	Lender	Interest Rate	Date of Loan	Term of Loan	Principal Amount Outstanding at June 30, 2021		Highest Principal Outstanding		Amount of Principal Repaid		Amount of Interest Paid		Lender	Interest Rate	Date of Loan	Term of Loan	Principal Amount Outstanding at June 30, 2022		Highest Principal Outstanding		Amount of Principal Repaid		Amount of Interest Paid
Current, Promissory note payable to related parties:	Current, Promissory note payable to related parties:												Current, Promissory note payable to related parties:
													Willis Lee (2)	12%	10/29/2020	Due on Demand		100		100		—		—
													Soomi Niihara (1)	12%	12/7/2021	Due on Demand		700		700		—		—
													Soomi Niihara (1)	12%	1/18/2022	Due on Demand		300		300		—		—
													Yasushi Nagasaki (2)	10%	2/9/2022	Due on Demand		50		50		—		—
													Hope International Hospice, Inc. (1)	10%	2/9/2022	Due on Demand		350		350		—		—
													Hope International Hospice, Inc. (1)	10%	2/15/2022	Due on Demand		210		210		—		—
													Soomi Niihara (1)	10%	2/15/2022	Due on Demand		100		100		—		—
													George Sekulich (2)	10%	2/16/2022	Due on Demand		26		26		—		—
													Soomi Niihara (1)	10%	3/7/2022	Due on Demand		200		200		—		—
													Osato Medical Clinic (3)	12%	3/11/2022	Due on Demand		250		250		—		—
													Alfred Lui (2)	12%	3/11/2022	Due on Demand		—		50		50		1
													Hope International Hospice, Inc. (1)	12%	3/15/2022	Due on Demand		150		150		—		—
													Hope International Hospice, Inc. (1)	12%	3/30/2022	Due on Demand		150		150		—		—
													Wei Pei Zen (2)	10%	3/31/2022	Due on Demand		200		200		—		—
													Willis Lee (2)	10%	4/14/2022	Due on Demand		45		45		—		—
	Willis Lee (2)	12%	10/29/2020	Due on Demand		100		100		—		—	Hope International Hospice, Inc. (1)	10%	5/25/2022	Due on Demand		40		40
				Subtotal		100		100		—		—				Subtotal	$	2,871	$	2,921	$	50	$	1
Revolving line of credit agreement	Revolving line of credit agreement												Revolving line of credit agreement
	Yutaka Niihara (2)	5.25%	12/27/2019	Due on Demand		600		800		—		47	Yutaka Niihara (2)	5.25% (4)	12/27/2019	Due on Demand		400		400		—		10
				Subtotal		600		800		—		47				Subtotal		400		400		—		10
				Total	$	700	$	900	$	—	$	47				Total	$	3,271	$	3,321	$	50	$	11

The following table sets forth information relating to loans from related parties outstanding at any time during the year ended December 31, ~~2020:~~2021:

Class	Lender	Interest Rate	Date of Loan	Term of Loan	Principal Amount Outstanding at December 31, 2020		Highest Principal Outstanding		Amount of Principal Repaid		Amount of Interest Paid		Lender	Interest Rate	Date of Loan	Term of Loan	Principal Amount Outstanding at December 31, 2021		Highest Principal Outstanding		Amount of Principal Repaid		Amount of Interest Paid
Current, Promissory note payable to related parties:	Current, Promissory note payable to related parties:												Current, Promissory note payable to related parties:
	Lan T. Tran (2)	10%	4/29/2016	Due on Demand	$	20	$	20	$	—	$	—
	Lan T. Tran (2)	11%	2/10/2018	Due on Demand		—		159		159		35
	Lan T. Tran (2)	10%	2/9/2019	Due on Demand		14		14		—		—
	Hope Int'l Hospice (1)	12%	9/1/2020	Due on Demand		—		194		194		2
	Hope Int'l Homecare (1)	12%	9/1/2020	Due on Demand		—		189		189		1
	Soomi Niihara (1)	12%	9/1/2020	Due on Demand		—		98		98		4	Willis Lee (2)	12%	10/29/2020	Due on Demand	$	100	$	100	$	—	$	—
	Soomi Niihara (1)	12%	10/28/2020	Due on Demand		—		395		395		12	Soomi Niihara (1)	12%	1/20/2021	Due on Demand		—		700		700		13
	Willis Lee (2)	12%	9/1/2020	Due on Demand		—		685		685		1	Soomi Niihara (1)	12%	9/15/2021	Due on Demand		—		300		300		3
	Willis Lee (2)	12%	10/29/2020	Due on Demand		100		100		100		—	Soomi Niihara (1)	12%	12/7/2021	Due on Demand		700		700		—		—
				Subtotal		134		1,854		1,820		55				Subtotal	$	800	$	1,800	$	1,000	$	16
Revolving line of credit	Revolving line of credit												Revolving line of credit
	Yutaka Niihara (2)	5.25%	12/27/2019	Due on Demand		800		800		200		37	Yutaka Niihara (1)	5.25% (4)	12/27/2019	Due on Demand		400		800		400		35
				Subtotal		800		800		200		37				Subtotal		400		800		400		35
				Total	$	934	$	2,654	$	2,020	$	92				Total	$	1,200	$	2,600	$	1,400	$	51

(1)	Dr. Niihara, a Director and the Chairman, and Chief Executive Officer of the Company, is also a director and the Chief Executive Officer of Hope International Hospice, Inc.

(3)Dr. Osato, a director of Emmaus, and his wife are the sole owner of Osato Medical Clinic.

(4)The rate varies with changes in the prime rate and does not give effect to the “tax gross-up” described in Note 7.

See Note 7 for a discussion of the Company’s revolving line of credit agreement with Dr. Niihara and Note 13 for information regarding a recent related party loan.

Notes 6 and 11 for a discussion of the Company’s agreements with Telcon, which holds 4,147,491 shares of the ~~Company~~Emmaus common stock, or approximately 8.4% of the common stock outstanding as of June 30, ~~2021.~~2022. As of June 30, ~~2020,~~2022, the Company held a Telcon convertible bond in the principal amount of approximately ~~$27.9~~$20.6 million as discussed in Note 55..

Subsequent to June 30, 2022, the Company ~~evaluated events subsequent~~received $1.0 million of proceeds from loans from related and unrelated parties to ~~the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements.~~augment its working capital.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In the following discussion, the terms, “we,” “us,” “our,” “Emmaus” or the “Company” refer to Emmaus Life Sciences, Inc. and its direct and indirect subsidiaries.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the audited consolidated financial statements and the related notes included in our Annual Report on Form ~~10-K/A~~10-K for the year ended December 31, ~~2020~~2021 filed with the Securities and Exchange Commission (“SEC”) on ~~August 10, 2021~~March 31, 2022 (the “Annual Report”).

This Quarterly Report contains forward-looking statements that involve substantial risks and uncertainties. All statements other than historical facts contained in this report, including statements regarding our future financial position, capital expenditures, cash flows, business strategy and plans and objectives of management for future operations are forward-looking statements. The words “anticipate,” “believe,” “expect,” “plan,” “intend,” “seek,” “estimate,” “project,” “could,” “may” and similar expressions are intended to identify forward-looking statements. These statements include, among others, information regarding future operations, future capital expenditures, and future net cash flow. Such statements reflect our management’s current views with respect to future events and financial performance and involve risks and uncertainties, including those set forth in the “Risk Factors” section of the Annual Report, many of which are beyond our control.

Should one or more of these risks or uncertainties occur, or should underlying assumptions prove to be incorrect, actual results may vary materially and adversely from those anticipated, believed, estimated or otherwise indicated. Consequently, all ~~of the~~ forward-looking statements made in this Form 10-Q are qualified by these cautionary statements. We undertake no duty to amend or update these statements beyond what is required by SEC reporting requirements.

We are a commercial-stage biopharmaceutical company engaged in the discovery, development, marketing and sale of innovative treatments and therapies, primarily for rare and orphan diseases. ~~On July 7, 2017,~~Our lead product, Endari® (prescription-grade L-glutamine oral powder) is approved by the U.S. Food and Drug Administration, or FDA ~~approved our lead product, Endari~~® ~~(prescription-grade L-glutamine oral powder)~~, to reduce the ~~severe~~acute complications of sickle cell disease (“SCD”), in adult and pediatric patients five years of age and older. In April 2022, Endari® ~~has received Orphan Drug designation from~~was approved by the ~~FDA~~Ministry of Health and ~~Orphan Medical designation from the European Commission, which designations afford marketing exclusivity for Endari~~® ~~for a seven-year period~~Prevention in the ~~U.S.~~United Arab Emirates, or U.A.E, in adults and ~~ten-year period in the European Union, respectively, following marketing approval.~~

~~We commenced commercialization~~pediatric patients five years of age and older. The approval of Endari® in the U.A.E. was the first granted outside the U.S. Applications for marketing authorization are pending in ~~January 2018~~the Kingdom of Saudi Arabia, Bahrain, and other Gulf Cooperation Council, or GCC, countries, as well. While the applications are pending, the FDA approval of Endari® can be referenced to allow access to Endari® on a named-patient basis.

Endari® is marketed and sold in ~~collaboration with a contract sales organization. Effective January 2020, we have relied upon~~the U.S. by our ~~in-house~~internal commercial sales team. Endari® is reimbursable by the Centers for Medicare and Medicaid Services, and every state provides coverage for Endari® for outpatient prescriptions to all eligible Medicaid enrollees within their state Medicaid programs. Endari® is also reimbursable by many commercial payors. We have ~~distribution~~ agreements in place with the nation’s leading distributors as well as physician group purchasing organizations and pharmacy benefits managers, making Endari® available at selected retail and specialty pharmacies nationwide. In April 2022 we launched an innovative telehealth solution to afford SCD patients’ direct access to Endari® remotely through a web portal managed by our strategic partners, including Asembia LLC, US Bioservices Corporation and UpScript IP Holdings, LLC.

~~Until we began marketing and selling Endari~~® in the U.S. in early 2018, we had minimal revenues and relied upon funding from sales of equity securities and debt financings and loans, including loans from related parties to fund our business and operations. As of June 30, ~~2021,~~2022, our accumulated deficit was ~~$233.7~~$252.1 million and we had cash and cash equivalents of ~~$3.8~~$1.0 million. We expect net revenues to increase as we expand our commercialization of Endari® in the U.S. and ~~expand or commence early access programs~~begin to realize revenues in the U.A.E. and ~~eventual marketing and commercialization abroad.~~

perhaps other GCC countries. Until we can generate sufficient net revenues from Endari® sales, our future cash requirements are expected to be financed through public or private sales of equity or debt ~~financings,~~securities and, loans, including loans from related parties, or possible corporate collaboration and licensing arrangements. We are unable to predict if or when we will become profitable.

~~Since January 2018, we have generated~~We realize net revenues primarily ~~through the sale~~from sales of Endari® ~~as a treatment for SCD.~~

~~Net revenues from Endari® sales are recognized upon transfer~~ to our distributors and specialty pharmacy providers. Distributors resell our products to other pharmacy and specialty pharmacy providers, health care providers, hospitals, and clinics. In addition to agreements with these distributors, we have ~~entered into~~ contractual arrangements with specialty pharmacy providers, in-office dispensing providers, physician group purchasing organizations, pharmacy benefits managers and government entities that

provide for government-mandated or privately negotiated rebates, chargebacks and discounts with respect to the purchase of our products. These

various discounts, rebates, and chargebacks are referred to as “variable consideration.” Revenue from product sales is recorded net of variable consideration.

Management estimates variable consideration using the expected-value amount method, which is the sum of probability-weighted amounts in a range of possible transaction prices. Actual variable consideration may differ from our estimates. If actual results vary from the estimates, we adjust the variable consideration in the period such variances become known, which adjustments are reflected in net revenues in that period. The following are our significant categories of variable consideration:

Under the Accounting Standards Codification (“ASC”) 606, ~~the Company recognizes~~we recognize revenue when ~~its~~our customers obtain control of ~~the Company's~~our product, which typically occurs on delivery. Revenue is recognized in an amount that reflects the consideration that ~~the Company expects~~we expect to receive in exchange for the product, or transaction price. To determine revenue recognition for contracts with customers within the scope of ASC 606, ~~the Company performs~~we perform the following: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to ~~the Company’s~~our performance obligations in the contract; and (v) recognize revenue when (or as) ~~the Company satisfies~~we satisfy the relevant performance obligations.

Revenue from product sales is recorded at the transaction price, net of estimates for variable consideration consisting of sales discounts, returns, government rebates, chargebacks and commercial discounts. Variable consideration is estimated using the expected-value amount method, which is the sum of probability-weighted amounts in a range of possible transaction prices. Actual variable consideration may differ from the Company's estimates. If actual results vary from the Company's estimates, the Company adjusts the variable consideration in the period such variances become known, which would affect net revenues in that period. The following are our significant categories of variable consideration:

Sales Discounts: We provide our customers prompt payment ~~and large order~~ discounts and from time to time offer additional discounts ~~that are recorded as a reduction of revenue in the period the revenue is recognized.~~to encourage bulk orders to generate needed working capital. Sales attributable to ~~one-time~~bulk discounts offered by us increased in ~~2020 and~~ 2021 and ~~may~~ adversely ~~affect~~affected sales in ~~subsequent periods.~~the first quarter of 2022.

Product Returns: We offer our distributors a right to return product principally based upon (i) overstocks, (ii) inactive product or non-moving product due to market conditions, and (iii) expired product. Product return allowances are estimated and recorded at the time of sale.

Government Rebates: We are subject to discount obligations under state Medicaid programs and the Medicare Part D prescription drug coverage gap program. We estimate Medicaid and Medicare Part D prescription drug coverage gap rebates based upon a range of possible outcomes that are probability-weighted for the estimated payor mix. These reserves are recorded in the same period the related revenues are recognized, resulting in a reduction of product revenues and the establishment of a current liability that is included as accounts payable and accrued expenses on our balance sheet. Our liability for these rebates consists primarily of estimates of claims expected to be received in future periods related to recognized revenues.

Chargebacks and Discounts: Chargebacks for fees and discounts represent the estimated obligations resulting from contractual commitments to sell products to certain specialty pharmacy providers, in-office dispensing providers, group purchasing organizations, and government entities at prices lower than the list prices charged to distributors. The distributors charge us for the difference between what they pay for the products and our contracted selling price to these specialty pharmacy providers, in-office dispensing providers, group purchasing organizations, and government entities. In addition, we have contractual agreements with pharmacy benefit managers who charge us for rebates and administrative fee in connection with the utilization of product. These reserves are established in the same period that the related revenues are recognized, resulting in a reduction of revenues. Chargeback amounts are generally determined at the time of resale of product by our distributors.

Cost of goods sold consists primarily of expenses for raw materials, packaging, shipping, and distribution of Endari®.

Research and development expenses consist of expenditures for new products and technologies consisting primarily of fees paid to contract research organizations (“CRO”) that conduct clinical trials of our product candidates, payroll-related expenses, study site payments, consultant fees and activities related to regulatory filings, manufacturing development costs and other related costs. The costs of later-stage clinical studies such as Phase 2 and 3 trials are generally higher than those of earlier studies. This is primarily due to the larger size, expanded scope, patient related healthcare and regulatory compliance costs, and generally longer duration of later-stage clinical studies.

Our contracts with CROs are generally based on time and materials expended, whereas study site agreements are generally based on costs per patient as well as other pass-through costs, including start-up costs and institutional review board fees. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment

flows. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones.

Future research and development expenses will depend on any new product candidates or technologies that we may introduce into our research and development pipeline. In addition, we cannot predict which product candidates may be subject to future

collaborations, when such arrangements will be secured, if at all, and to what degree, if any, such arrangements would affect our development plans and capital requirements.

Due to the inherently unpredictable nature of the drug approval process and the interpretation of the regulatory requirements, we are unable to estimate the amount of costs of obtaining regulatory ~~approval~~approvals of Endari® outside of the U.S. or the development of our other preclinical and clinical programs. Clinical development timelines, the probability of success and development costs can differ materially from expectations and can vary widely. These and other risks and uncertainties relating to product development are described in the Annual Report under the headings “Risk Factors—Risks Related to Our Business” and “Risk Factors—Risks Related to Regulatory Oversight of ~~Our~~our Business and Compliance with Law.”

General and administrative ~~expenses consist~~expense consists principally of salaries and related employee costs, including share-based compensation for our directors, ~~executive~~ officers, and employees. Other general and administrative ~~expenses include~~expense includes facility ~~costs, patent filing~~ costs, and professional fees and expenses for audit, legal, consulting, ~~auditing~~ and tax services. ~~Inflation has not had a material impact on our general and administrative expenses over the past two years.~~

Selling expenses consist principally of salaries and related costs for personnel involved in the ~~launch,~~ promotion, sale, and marketing of ~~our products.~~Endari®. Other selling cost include advertising, third party consulting costs, the cost of in-house sales personnel and travel-related costs. We expect selling expenses to increase as we acquire additional ~~sales and administrative~~ personnel to support the commercialization of Endari® in the U.S. and abroad.

In retrospect, we believe our business and net revenues were adversely affected in 2020 and 2021 by lockdowns, travel-related restrictions and other governmental responses to the pandemic related to the COVID 19 pandemic which inhibited the ability of our sales force to visit doctors’ offices and clinics and may have adversely affected the willingness of SCD patients to seek the care of a physician or to comply with physician-prescribed care. We do not expect the ongoing epidemic to have a material adverse affect on our business or results of operation, but intend to consider future changes to our business to adapt to the new post-pandemic environment, including an increased focus on our telehealth solution.

Inflation has not had a material impact on our expenses or results of operations over the past two years, but may result in increased manufacturing, research and development, general and administrative and selling expenses in the foreseeable future.

The cost of compliance with environmental laws has not been material over the past two years and is not expected to have a material effect for the foreseeable future. Any such costs are included in general and administrative costs.

Inventories consist of raw materials, finished goods and work-in-process and are valued on a first-in, first-out basis and at the lower of cost or net realizable value. Substantially all raw materials purchased during each of the six months ended June 30, ~~2021~~2022 and ~~2020~~2021 were supplied by one vendor.

Net revenues ~~Net~~. Net revenues ~~increased~~decreased by ~~$2.1~~$2.2 million, or ~~49%~~34%, to $4.3 million for the three months ended June 30, 2022, compared to $6.5 million for the three months ended June 30, ~~2021, compared to $4.4 million for the three months ended June 30,~~ 2021. The ~~increase in net revenues~~decrease was primarily attributable to lower bulk order purchases ~~and recovery from~~in 2022 compared to the ~~temporary disruptions~~same period in ~~revenues related~~ ~~the COVID-19 pandemic during 2020.~~2021.

Cost of Goods Sold. Cost of goods sold remained consistent at $0.4 million for the three months ended June 30, ~~2021~~2022, compared to the three months ended June 30, ~~2020.~~2021.

Research and Development Expenses. Research and development expenses ~~increased~~decreased by ~~$0.2~~$0.5 million, or ~~28%~~60%, to $0.3 million for the three months ended June 30, 2022, compared to $0.8 million for the three months ended June 30, ~~2021 compared to $0.6 million for the three months ended June 30,~~ 2021. The ~~increase in research and development expenses~~decrease was primarily due to reduced costs associated with a pharmacokinetic characteristic and safety study for Endari® in the USU.S. and a clinical study in Europe. We expect our research and development costs to increase in the remainder of ~~2021~~2022 as the ~~study progresses.~~studies progress or other studies are undertaken.

Selling Expenses. Selling expenses increased by ~~$0.3~~$0.5 million, or ~~28%~~34%, to $2.0 million for the three months ended June 30, 2022, compared to $1.5 million for the three months ended June 30, ~~2021, compared to $1.1 million for the three months ended June 30, 2020.~~2021. The increase ~~in selling expenses~~ was primarily due to ~~an increase of the headcount~~increases in consulting fees and in travel expenses of our in-house commercial team.

General and Administrative Expenses. General and administrative expenses decreased by ~~$0.4~~$0.3 million, or ~~10%~~9% to $3.1 million for the three months ended June 30, 2022, compared to $3.4 million for the three months ended June 30, ~~2021 compared to the three months ended June 30, 2020.~~2021. The decrease ~~in general and administrative expenses~~ was primarily due to ~~decreases~~a decrease of $0.5 million in professional fees, partially offset by total of $0.2 million in ~~professional fees~~increased payroll expenses and ~~$0.2 million of insurance~~travel expenses.

Other Income (Expense). Total other ~~income~~expenses increased by ~~$10.3~~$9.1 million, or ~~122%~~501%, to ~~$1.8~~$7.3 million for the three months ended June 30, ~~2021,~~2022, compared to ~~$8.4~~$1.8 million of other ~~expense~~income for the three months ended June 30, ~~2020.~~2021. The increase ~~in other income~~ was primarily due to ~~an increase~~a decrease of ~~$2.5~~$6.3 million in change in fair value of embedded conversion option and ~~decreases~~an increase of ~~$5.6~~$2.4 million in ~~net loss on investment in marketable securities, $1.4 million in loss on debt extinguishment and $0.7 million in interest expense.~~foreign exchange loss.

Net Income (Loss). Net ~~income~~loss for the three months ended June 30, ~~2021~~2022, increased by ~~$12.0~~$11.4 million, or ~~126%~~457%, to a net loss of $8.9 million for the three months ended June 30, 2022, compared to net income of $2.5 million for the three months ended June 30, ~~2021 from net loss of $9.5 million for the three months ended June 30, 2020.~~2021. The increase of net ~~income~~loss was primarily a result of ~~decreases~~an increase of ~~$10.3~~$9.1 million in other expense and ~~an increase~~a decrease of ~~$2.0~~$1.9 million in income from operations as discussed above.

Net revenues ~~Net~~. Net revenues ~~increased~~decreased by ~~$0.5~~$4.3 million, or 5%36%, to $7.5 million for the six months ended June 30, 2022, compared to $11.8 million for the six months ended June 30, ~~2021 compared to $11.3 million for the six months ended June 30, 2020.~~2021. The ~~increase in net revenues~~decrease was primarily attributable to lower bulk ~~order purchases and recovery from~~orders in 2022 compared to the ~~temporary disruptions~~same period in ~~revenues related~~ ~~the COVID-19 pandemic during 2020.~~ 2021.

Cost of Goods Sold. Cost of goods sold ~~remained consistent at~~ ~~$0.9~~increased by $0.5 million, or 62% to $1.4 million for six months ended June 30, ~~2021~~2022, compared to the six months ended June 30, ~~2020.~~2021. The increase was primarily due to $0.7 million of additional reserves relating to Endari® inventory with a shelf-life of less than two years.

Research and Development Expenses. Research and development expenses ~~increased~~decreased by ~~$1.4~~$1.8 million, or ~~112%~~70%, to $0.8 million for the six months ended June 30, 2022, compared to $2.6 million for the six months ended June 30, ~~2021 compared to $1.2 million for the six months ended June 30, 2020.~~2021. The ~~increase~~decrease was primarily due to $0.5 million in cash and $0.5 million in shares of the ~~Company’s~~common stock issued under the agreement with Kainos Medicine, Inc. (“Kainos”) to lead the clinical development of Kainos’ patented IRAK4 inhibitor and ~~an increase~~a decrease of $0.5 million relates to a pharmacokinetic characteristic and safety study for Endari® in the U.S. and a clinical study in Europe. We expect our research and development costs to increase in the remainder of ~~2021~~2022 as ~~our~~the studies ~~progress.~~progress or new studies are undertaken.

Selling Expenses. Selling expenses increased by ~~$0.5~~$0.7 million, or ~~24%~~25%, to $3.4 million for the six months ended June 30, 2022, compared to $2.7 million for the six months ended June 30, ~~2021 compared to $2.2 million for the six months ended June 30, 2020.~~2021. The increase ~~in selling expenses~~ was primarily due to ~~an increase of~~increases in the ~~headcount~~consulting fees and in travel expenses of in-house sales team.

General and Administrative Expenses. General and administrative expenses decreased slightly by ~~$0.6~~$0.3 million, or 8%5%, to $6.5 million for the six months ended June 30, 2022, compared to $6.8 million for the six months ended June 30, ~~2021 compared to $7.4 million for the six months ended June 30, 2020.~~2021. The decrease ~~of general and administrative expenses~~ was primarily due to decreases of ~~$0.4~~$0.7 million in ~~insurance~~professional fees partially offset by $0.2 million in increased payroll expenses and ~~$0.2 million of professional fees.~~travel expenses.

Other Income (Expense). Total other expense increased by ~~$1.2~~$0.9 million, or ~~32%~~18%, to $5.8 million for the six months ended June 30, 2022, compared to $5.0 million for the six months ended June 30, ~~2021, compared to $3.8 million of other expense for the six months ended June 30, 2020.~~2021. The increase ~~in other expenses~~ was primarily due to ~~a decrease~~increases of ~~$1.2 million in net gain on investment in marketable securities and an increase of $1.2~~$2.5 million in loss in foreign exchange ~~loss partially offset by a decrease~~and $0.8 million in change in fair value of ~~$1.4 million interest expenses.~~conversion feature derivative.

Net Income (Loss). Net loss for the six months ended June 30, ~~2021~~2022 increased by ~~$2.0~~$4.5 million, or ~~50%~~76% to $10.4 million for the six months ended June 30, 2022, compared to $5.9 million for the six months ended June 30, ~~2021 from a net loss of $4.0 million for the six months ended June 30, 2020.~~2021. The increase was primarily a result of increases of ~~$1.2~~$0.9 million in other expense and ~~$0.7~~$3.4 million in loss from operations as discussed above.

Based on our losses to date, current liabilities, anticipated future net revenues and operating expenses, debt repayment obligations, planned funding to EJ Holdings and cash and cash equivalents balance of $1.0 million as of June 30, 2022, we do not have sufficient capital for our business without raising additional capital. Werealized a net loss of $10.0 million for the six months ended June 30, 2022 and anticipate that we will continue to incur net losses for the foreseeable future and until we can generate increased net revenues from ~~Endari®~~Endari® sales. Based on our losses, anticipated future revenues and operating expenses, cash and cash equivalents of $1.7 million as of June 30, 2021, and the remaining net proceeds from the recent sale of convertible promissory notes discussed in Note 7, we believe our working capital is sufficient to meet our needs at least through the third quarter of 2022. If future revenues are less than anticipated or we incur more expenses thanWhile we anticipate increased net revenues as we ~~may not have sufficient operating capital for~~expand our ~~business without curtailing certain operations or raising additional capital. Except~~commercialization of Endari® in the U.S. through telehealth and other initiatives, as ~~described below, we have no understanding or arrangements with respect to future financings,~~well as in the U.A.E. and perhaps other GCC countries, there ~~can be~~is no assurance ~~of the availability of such capital on terms acceptable to us or at all~~

~~On February 28, 2020,~~that we entered into a Purchase Agreement with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which we may elect to sell to LPC up to $25,000,000 in shares of our common stock, subject to certain limitations and conditions set forth in the Purchase Agreement from time to time over the 36-month term of the Purchase Agreement. As of the date of filing of this Quarterly Report, we are out of compliance with certain terms and conditions of the Purchase Agreement and unable to utilize the Purchase Agreement. We may seek to bring the Company into compliance or seek an appropriate waiver from LPC to regain our ability to utilize the Purchase Agreement, but there can be no assurance when or whether we maywill be able to ~~do so.~~significantly increase our Endari® sales or attain sustainable profitability or that we will have sufficient capital resources to fund our operations until we are able to generate sufficient cash flow from operations. If we are unable to raise needed capital, we may need to suspend all or substantially all business activities except those essential to support our Endari sales while we seek to restructure or refinance our existing indebtedness and other current liabilities.

~~Effective February 22, 2021, our~~Our subsidiary, Emmaus Medical, Inc., or Emmaus Medical, ~~entered into~~is party a purchase and sale agreement with Prestige Capital Finance, LLC, or Prestige Capital, pursuant to which Emmaus Medical may offer and sell to Prestige Capital from time to time eligible accounts receivable in exchange for Prestige Capital’s down payment, or advance, to Emmaus Medical of ~~70% (subject to increase to~~ 75%) of the face amount of the accounts receivable, subject to a $7,500,000 cap on advances at any time. The balance of the face amount of the accounts receivable will be reserved by Prestige Capital and paid to Emmaus Medical, less discount fees of Prestige Capital ranging from 2.25% to 7.25% of the face amount, as and when Prestige Capital collects the entire face amount of the accounts receivable. ~~In March 2021,~~

Liquidity represents our ability to pay our liabilities when they become due, fund our business operations, fund the operations and retrofitting of EJ Holdings’ amino acid production plant in Ube, Japan, and meet our contractual obligations, including our obligations to purchase API under our supply arrangements with Telcon, and execute our business plan. Our primary sources of liquidity are our cash balances at the beginning of each period, proceeds from our accounts receivable factoring arrangement with Prestige Capital and proceeds from related-party loans and other financing activities. Our short-term and long-term cash requirements consist primarily of working capital requirements, general corporate needs, our contractual obligations to purchase API from Telcon, debt service under our convertible notes payable and notes payable and planned ongoing loan funding to sustain EJ Holdings’ operations. We have no contractual commitment to provide funding to EJ Holdings, but plan to continue to do so in the foreseeable to the extent we ~~completed~~have cash available for this purpose.

As of June 30, 2022, we had outstanding $17.6 million principal amount of convertible promissory notes and $9.7 million principal amount of other notes payable. Our minimum lease payment obligations were $3.6 million, of which $0.6 million was payable within 12 months. We are in discussions with the holders of the convertible promissory notes to possibly restructure the notes, but there can be no assurance whether, or to what extent, or on what terms the notes may be restructured.

Of our ~~first transaction~~outstanding convertible promissory notes, $14.5 million principal amount of the notes bear interest at the stated rate of 2% per year (10% in the event of a default), payable semi-annually on the last business day of August and January of each year, and will mature on the 3rd anniversary of the original issue date, unless earlier converted or prepaid. We are in discussions with the holders of these convertible promissory notes to possibly restructure our obligations under the notes, but there can be no assurance whether, or to what extent, or on what terms the notes may be restructured.

Our API Supply Agreement and revised API Agreement with Telcon provide for an annual API purchase target of $5 million and ~~sale agreement.~~a target “profit” (i.e., gross margin) to Telcon of $2.5 million. To the extent these targets are not met, which management refers to as a “target shortfall,” Telcon may be entitled to payment of the target shortfall in cash or to settle the target shortfall in exchange for principal and interest on the Telcon convertible bond and proceeds thereof that are pledged as collateral to secure our obligations. In February 2022 we agreed with Telcon to settle the target shortfall for 2020 and 2021 in exchange for a reduction in principal and accrued interest on our Telcon convertible bond and cash proceeds thereof as described in Note 5 of the Notes to condensed consolidated financial statements.

Due to uncertainties regarding our ability to meet our current liabilities and future operating expenses, there is substantial doubt about our ability to continue as a going concern for 12 months from the date of this filing as referred to in the “Risk Factors” section of this Quarterly Report and Note 2 of the Notes to condensed consolidated financial statements included herein.

Cash flows for the six months ended June 30, ~~2021~~2022 and June 30, ~~2020~~2021

Net cash used in operating activities ~~decreased~~increased by $2.0 million, or ~~119%~~54%, to ~~net cash used in operating activities of~~$5.8 million for the six months ended June 30, 2022 from $3.8 million for the six months ended June 30, ~~2021 from net cash used in operating activities of $1.7 million for the six months ended June 30, 2020.~~2021. This increase ~~of cash used in operating activities~~ was primarily due to ~~a decrease~~an increase of ~~$2.0~~$3.3 million in ~~working capital.~~loss from operations.

Net cash used in investing activities decreased by ~~$5.5~~$3.5 million, or ~~355%~~89%, to ~~$3.9~~$0.4 million for the six months ended June 30, ~~2021~~2022 from ~~net cash provided by investing activities of $1.6~~$4.0 million for the six months ended June 30, ~~2020.~~2021. This ~~increase~~decrease was primarily due to ~~a $4.0~~deemed proceeds of $2.9 million ~~loan to equity method investee and a $2.1 million of proceeds from~~ sales of convertible bonds resulting from the offset target shortfalls against principal and interest of our Telcon ~~stock received during 2020.~~convertible note against our trade discount.

Net cash ~~provided by (used in)~~from financing activities ~~increased~~decreased by ~~$7.5~~$2.0 million, or ~~1334%~~29%, to $4.9 million for the six months ended June 30, 2022 from net cash provided by financing activities of $6.9 million for the six months ended June 30, ~~2021 from net cash used in financing activities of $0.6 million for the six months ended June 30, 2020.~~2021. This ~~increase~~decrease was the result of $14.5 million in proceeds from the convertible promissory notes payable issued in 2021, partially offset by a ~~$5.7~~$6.2 million ~~increase~~used to prepay our outstanding Amended and Restated10% Senior Secured Convertible Debenture in ~~payments~~the same period and $5.0 million of ~~convertible notes.~~proceeds from note payable issued in 2022.

Management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of certain assets, liabilities and expenses. On an ongoing basis, we evaluate these estimates and judgments, including those described below. We base our estimates on our historical experience and on various other assumptions that we believe to be reasonable under the present circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates.

Refer to “Critical Accounting Policies” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the ~~Amended~~ Annual Report for our critical accounting policies. There have been no material changes in any of our critical accounting policies during the six months ended June 30, ~~2021.~~2022.

Disclosure controls and procedures (“DCP”) are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. DCP include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under

the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosures.

As of the end of the period covered by this Form 10-Q, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and ~~Interim~~ Chief Financial Officer, of the effectiveness of our DCP. Based on that evaluation, our Chief Executive Officer and ~~Interim~~ Chief Financial Officer concluded that the Company’s DCP were not effective.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30, ~~2021~~2022 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting that pose a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Material weaknesses might cause information required to be disclosed by the Company in the reports that it files or submits to not be recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

We conducted an evaluation pursuant to Rule 13a‑15 of the Exchange Act of the effectiveness of the design and operation of our DCP as of June 30, ~~2020.~~2022. This evaluation was conducted under the supervision (and with the participation) of our management, including our Chief Executive Officer and ~~Interim~~ Chief Financial Officer. Based on that evaluation, our Chief Executive Officer and ~~Interim~~ Chief Financial Officer concluded that our DCP were not effective as of June 30, ~~2021,~~2022, because of the ~~continuance~~continuation of a material weaknesses (the “Material Weakness”) in our internal control over financial reporting ~~first identified in 2019~~ due to ~~inadequate application of GAAP on certain complex transactions,~~ inadequate financial closing process, ~~timely filing of periodic and annual financial statements,~~ segregation of duties including access control of information technology especially financial information, inadequate documentation of policies and procedures over risk assessments, internal control and significant account process and insufficient entity risk assessment process.

We engaged in ongoing efforts to ~~implement measures designed to~~ remediate ~~the underlying causes of~~ the control deficiencies that ~~gave rise~~constituted the Material Weakness by implementing changes to ~~the material weaknesses, including,~~our internal control over financial reporting without limitation:

•

engaging a third-party accounting consulting firm to assist us in the review of our application of GAAP on complex debt financing transactions and revenue recognition under ASC 606;

•

using a GAAP Disclosure and SEC Reporting Checklist;

•

increasing the continuing professional training and academic education on accounting subjects for accounting staff;

•

enhancing the level of the precision of review controls related to our financial close and reporting; and

•

~~engaging~~subscribing the relevant online services other supplemental internal and external ~~resources.~~resources relating to SEC reporting.

Our management and board of directors are committed to the remediation of the material weaknesses, as well as the continued improvement of our overall system of internal control over financial reporting. In addition to the measures described above, we ~~also intend~~are in the process of implementing an integrated cloud-based enterprise resource planning (ERP) system to ~~consider upgrading~~manage our financial information to replace our outdated financial accounting systems and software, which we expect to complete before the end of 2022 as our finances permit. ~~Further, we will consider establishing~~We also have established a Disclosure Committee to ensure more effective internal communications significant transactions.

We believe these measures will remediate the control deficiencies that gave rise to the material weakness. As we continue to evaluate and work to remediate these control deficiencies, we may determine that additional remediation measures may be required.

We are committed to maintaining a strong internal control environment and believe that these remediation actions will represent improvements in our internal control over financial reporting when they are fully implemented. The material weaknesses will not be considered fully remediated until controls have been designed and implemented for a sufficient period of time for our management to conclude that the control environment is operating effectively. ~~Additional remediation measures may be required,~~

which may require additional implementation time. We will continue to assess the effectiveness of our remediation efforts in connection with our evaluation of our internal control over financial reporting and DCP.

As we continue to evaluate and work to remediate the Material Weakness and enhance our internal control over financial reporting and DCP, we may determine that we need to modify or otherwise adjust the remediation measures described above.There is no assurance~~As a result, we cannot assure you~~ that our remediation efforts will be successful or that our internal control over financial reporting or DCP will be effective.

~~Please refer to~~The following should be read in conjunction with the “Risk Factors” section of the Annual Report.

The Company’s consolidated financial statements included in this Quarterly Report have been prepared on the basis that the Company will continue as a going concern. The Company incurred a net loss of $10.4 million for the six months ended June 30, 2022 and had a working capital deficit of $39.5 million at June 30, 2022. Management expects that the Company’s current liabilities and operating expenses, including the expected costs relating to the commercialization of Endari® in the Middle East North Africa region and elsewhere, will exceed our existing cash balances and cash expected to be generated from operations for the foreseeable future. To meet the Company’s current liabilities and operating expenses, the Company will need to restructure or refinance its existing indebtedness and raise additional funds through related-party loans, equity and debt financings or licensing or other strategic agreements. The Company has no understanding or arrangement to restructure or refinance its indebtedness or for any additional financing, and there can be no assurance that the Company will be able to restructure or refinance its existing indebtedness or complete any additional equity or debt financings on favorable terms, or at all, or enter into licensing or other strategic arrangements. Due to the uncertainty of the Company’s ability to meet its current liabilities and operating expenses, there is substantial doubt about the Company’s ability to continue as a going concern for 12 months from the date of this filing. The consolidated financial statements included in this Quarterly Report do not include any adjustments that might result from the outcome of these uncertainties.

On ~~February 9, 2021,~~June 29, 2022, the Company entered into a ~~securities purchase agreement~~Professional Services and Consulting Agreement with ~~an effective date of February 8, 2021~~a strategic business outreach and professional services consulting firm pursuant to which the Company ~~has agreed~~issued $110,000 of restricted shares of common stock valued for this purpose at $0.446 a share, the volume-weighted daily average closing price of the common stock as reported on the OTCQX over the previous ten trading days (the “VWAP”), in consideration of services rendered and to ~~sell~~be rendered under the Professional Services and Consulting Agreement. The Company also agree to issue to the ~~purchasers thereunder in a private placement pursuant to Rule 4(a)(2)~~consulting firm an additional $55,000 of restricted shares valued at the VWAP at the time on the nine-month and twelve-month anniversaries of the date of the Professional Services and Consulting Agreement. The shares were, or will be, issued without registration under the Securities Act of 1933, as amended, pursuant to the exemptions from registration under Section 4(a)(2) of such Act and Regulation D ~~thereunder~~for transactions not involving a ~~total of up~~public offering based upon the facts that the shares were issued to ~~$17 million~~a single accredited investor in ~~principal amount of convertible promissory notes of~~a privately negotiated transaction not involving the Company for a purchase price equal to the principal amount thereof. As of June 30, 2021, we had sold approximately $14.5 million of the convertible promissory notes. Of the net proceeds from the sale of the convertible promissory notes, $6.2 million was used to prepay the outstanding 10% Senior Secured Convertible Debentures as described in Note 7.

Commencing one year from the original issue date, the convertible promissory notes will be convertible at the option of the holder into shares of our common stock at an initial conversion price of $1.48 per share, which equaled the “Average VWAP” (as defined) of our common stock on the effective date. The initial conversion price will be adjusted as of the end of each three-month period following the original issue date, commencing May 31, 2021, to equal the Average VWAP as of the end of such three-month period if such Average VWAP is less than the then-conversion price. The conversion price will be subject to further adjustment in the eventservices of a ~~stock split, reverse stock split~~broker-dealer or ~~certain~~ other ~~events specified in the convertible promissory notes.~~intermediary or general solicitation or advertising.

Over the period January 1, 2022 through June 30, 2022, certain of the Company’s directors and executive officers loaned the Company an aggregate of $2.1million to augment the Company’s working capital as reflected in the following table (in thousands):

	Principal Amounts		Annual Interest Rate	Term
Soomi Niihara (1)	$	300	12%	Due on Demand
Yasushi Nagasaki (2)	$	50	10%	Due on Demand
Hope International Hospice, Inc. (1)	$	350	10%	Due on Demand
Hope International Hospice, Inc. (1)	$	210	10%	Due on Demand
Soomi Niihara (1)	$	100	10%	Due on Demand
Soomi Niihara (1)	$	200	10%	Due on Demand
Osato Medical Clinic (3)	$	250	12%	Due on Demand
Hope International Hospice, Inc. (1)	$	150	12%	Due on Demand
Hope International Hospice, Inc. (1)	$	150	12%	Due on Demand
Wei Pei Zen (2)	$	200	10%	Due on Demand
Willis Lee (2)	$	45	10%	Due on Demand
Hope International Hospice, Inc. (1)	$	40	10%	Due on Demand

(1)	Soomi Niihara is Dr. Niihara’s wife. Dr. Niihara, a Director and the Chairman, and Chief Executive Officer of the Company, is also a director and the Chief Executive Officer of Hope International Hospice, Inc., which is wholly owned by him and his wife.

(2)	Officer or director.

(3)	Dr. Osato, a director of Emmaus, and his wife are the sole owners of Osato Medical Clinic.

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed/ Furnished
~~10.1~~	~~Promissory Note dated April 24, 2021 issued by registrant to Eastwind, Ltd.~~					*
~~10.2~~	~~Promissory Note dated May 26, 2021 issued by registrant to Shigeru Matsuda~~					*
~~31.1+~~31.1	Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					*
~~31.2+~~31.2	Certification of Chief Financial Officer pursuant of Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					*
~~32.1+~~32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					**
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

+**

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Delaware		87-0419387
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

21250 Hawthorne Boulevard, Suite 800, Torrance, California		90503
(Address of principal executive offices)		(Zip code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

	June 30, 2021			December 31, 2020			June 30, 2022			December 31, 2021
Raw materials and components	$	1,439		$	1,486		$	1,441		$	1,439
Work-in-process		315			721			362			115
Finished goods		6,276			6,064			5,739			6,228
Inventory reserve		(1,487	)		(1,184	)		(4,408	)		(3,390	)
Total	$	6,543		$	7,087
Total inventories, net							$	3,134		$	4,392

	June 30, 2021			December 31, 2020			June 30, 2022			December 31, 2021
Principal outstanding (South Korean won)	KRW 30 billion			KRW 30 billion			KRW 26.5 billion			KRW 30 billion
Stock price	KRW 4,580			KRW 6,060			KRW1,400			KRW2,925
Expected life (in years)		9.30			9.79			8.30			8.79
Selected yield		9.00	%		10.50	%		14.75	%		10.50	%
Expected volatility (Telcon common stock)		83.02	%		85.80	%		79.50	%		81.31	%
Risk-free interest rate (South Korea government bond)		2.04	%		1.72	%		3.64	%		2.19	%
Expected dividend yield		0.00	%		0.00	%		—			—
Conversion price	KRW 4,546			KRW 6,028			KRW1,498 (US$1.16)			KRW2,847 (US$2.39)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

	As of June 30,
	2021		2020
Cash and cash equivalents	$	1,671	$	1,032
Restricted cash		—		7
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	1,671	$	1,039

Year Ending
2021 (six months)	$	3,169
2022		222
2023		4,650
2024		14,490
Total	$	22,531

	Six Months Ended			Year Ended
Conversion feature liabilities — Amended and Restated 10% Senior Secured Convertible Debentures	June 30, 2021			December 31, 2020
Balance, beginning of period	$	7		$	1
Fair value at debt modification date		—			118
Change in fair value included in the statement of comprehensive income		(7	)		(112	)
Balance, end of period	$	—		$	7

	December 31, 2020
Stock price	$	1.23
Conversion price	$	2.00
Selected yield		10.48	%
Expected volatility (peer group)		95	%
Expected life (in years)		0.67
Expected dividend yield	—
Risk-free rate	Term structure

	Six Months Ended
Convertible promissory notes	June 30, 2021			June 30, 2022		December 31, 2021
Balance, beginning of period	$	—		$	7,507	$	—
Fair value at issuance date		5,555			—		5,594
Change in fair value included in the statement of comprehensive (income) loss		(179	)
Change in fair value included in the statement of operations					615		1,913
Balance, end of period	$	5,376		$	8,122	$	7,507


Convertible promissory notes	June 30, 2021			Issuance Date			June 30, 2022			December 31, 2021
Stock price	$	1.42		$	1.41		$	0.45		$	1.67
Conversion price	$	1.48		$	1.48		$	0.37		$	1.48
Selected yield		19.69	%		20.29	%		27.60	%		21.99	%
Expected volatility		50	%		50	%		50	%		50	%
Time until maturity (in years)		2.66			3.00			1.66			2.16
Dividend yield	—			—			—			—
Risk-free rate		0.39	%		0.30	%		2.88	%		0.77	%

	Six Months Ended		Year Ended
Warrant Liability—GPB	June 30, 2021		December 31, 2020		June 30, 2022			December 31, 2021
Balance, beginning of period	$	83	$	38	$	40		$	83
Change in fair value included in the statement of comprehensive (income) loss		16		45
Change in fair value included in the statement of operations						(40	)		(43	)
Balance, end of period	$	99	$	83	$	—		$	40

	March 2, 2021 (Anti-dilution adjustment date)		February 28, 2020 (Anti-dilution adjustment date)			February 21, 2020 (Amendment date)
Exercise price	$	1.54	$	2.00		$	3.00
Common stock fair value	$	1.52	$	1.60		$	1.89
Volatility	101.00%-120.00%			93.00	%		92.00	%
Risk-free rate	0.21%-0.58%			0.86	%		1.29	%
Expected life (in years)	2.64-4.56			3.54			3.56

Warrant liability—Wealth Threshold	June 30, 2021		December 31, 2020
Balance, beginning of period	$	988	$	—
Fair value at issuance date		—		1,425
Change in fair value included in the statement of comprehensive income (loss)		175		(437	)
Balance, end of period	$	1,163	$	988

			Outstanding						Exercisable
Year issued and Exercise Price			Number of Warrants Issued		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price		Total		Weighted-Average Exercise Price
Prior to January 1, 2020
	$1.54-$36.24			4,611,017		1.64	$	9.14		4,611,017	$	9.14
Prior to Jan 1, 2020 Total				4,611,017						4,611,017
At December 31, 2020
	$	2.05		1,250,000		3.96	$	2.05		—		—
	$	1.54		2,375,000		4.20	$	1.54		2,375,000	$	1.54
	2020 Total			3,625,000						2,375,000
At June 30, 2021
	$	—		—		—	$	—		—	$	—
	Grand Total			8,236,017			Grand Total			6,986,017

	Emmaus Life Sciences, Inc.

Dated: ~~September 1, 2021~~August 15, 2022	By:	/s/ Yutaka Niihara
	Name:	Yutaka Niihara, M.D., M.P.H.
	Its:	Chief Executive Officer


	By:	/s/ Yasushi Nagasaki
	Name:	Yasushi Nagasaki
	Its:	~~Interim~~ Chief Financial Officer