Exhibit 10.4
THIS PROMISSORY NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE BORROWER.
[THIS NOTE IS REGISTERED WITH THE BORROWER AS TO BOTH PRINCIPAL AND INTEREST AND, ACCORDINGLY, IS IN "REGISTERED FORM" WITHIN THE MEANING OF SECTIONS 871(H) AND 881(C) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED.]
EMMAUS LIFE SCIENCES, INC.
Promissory Note
Principal Amount: $1,400,000 | Loan Date: March 15,2024 |
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Currency: U.S. Dollars | Term: Two Months |
Interest: 5% per Two Months | Loan Due Date: the earlier of May 15, 2024 and the date on which all amounts under this Note shall become due and payable pursuant Section 5 |
Interest Payment Period: Interest is accrued on a daily basis and paid on the Loan Due Date
Lender: Smart Start Investments Limited, or its successor or assign
FOR VALUE RECEIVED, Emmaus Life Sciences, Inc., a Delaware corporation, located at 21250 Hawthorne Blvd., Suite 800, Torrance, CA 90503 ("Borrower") hereby unconditionally promises to pay to the order of Lender, the Principal Amount in U.S. Dollars together with all accrued but unpaid interest thereon at the stated Interest Rate, under the following terms and conditions of this Promissory Note ("Note").
accounting principles in the United States of America as in effect from time to time ("GAAP") with respect thereto have been provided on its books.
or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts, (iii) the Borrower suffers an involuntary petition in bankruptcy or receivership that is not vacated within thirty (30) days, (iv) the Borrower consents to the appointment of a receiver, trustee, assignee, liquidator or similar official or such appointment is not discharged or stayed within thirty (30) days, (v) the Borrower commences any case, proceeding, or other action seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets or makes a general assignment for the benefit of its creditors, (vi) the Borrower admits in writing that it is generally unable to pay its debts as they become due, (vii) any representation or warranty made by the Borrower to the Lender herein contains an untrue or misleading statement of a material fact as of the date made; provided, however, no Event of Default shall be deemed to have occurred pursuant to this Section 5 if, within seven (7) days of the date on which the Borrower receives notice (from any source) of such untrue or misleading statement, the Borrower shall have addressed the adverse effects of such untrue or misleading statement to the reasonable satisfaction of the Lender, (viii) the Borrower fails to observe or perform (A) any covenant, condition, or agreement contained in Section 2 or (B) any other material covenant, obligation, condition, or agreement contained in this Note, other than those specified in clause (A) and Section 5(i) and such failure continues for seven (7)] days, (ix) the Borrower fails to pay when due any of its debt (other than debt arising under this Note), or any interest or premium thereon, when due and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such debt, or
(x) one or more judgments or decrees shall be entered against the Borrower and all of such judgments or decrees shall not have been vacated, discharged, or stayed or bonded pending appeal within thirty (30) days from the entry thereof, (each an "Event of Default"), the entire balance of this Note and any interest accrued thereon shall be immediately due and payable to the Lender without any notice, declaration or other action on the part of the Lender.
and/or other injunctive relief), and nothing herein shall limit the Lender's right to pursue actual and consequential damages for any failure by the Borrower to comply with the terms of this Note.
21250 Hawthorne Blvd., Suite 800, Torrance, CA 90503 Attention of: Willis Lee
Email: wlee@emmauslifesciences.com Facsimile No: 310-214-0075
Telephone No: 310-214-0065
6th Floor, Tower B, Manulife Financial Centre, 223 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong.
Attention of: Mr. Peter Luk
Email: peter.luk@buildking.hk
(b) Notices if (i) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received; (ii) sent by facsimile during the recipient's normal business hours shall be deemed to have been given when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient's business on the next business day); and (iii) sent by email shall be deemed received upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "return receipt requested" function, as available, return email, or other written acknowledgment).
assigns and principal amounts (and stated interest) owing to, the Lender and its assigns pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Note. The Register shall be available for inspection by the Lender at any reasonable time and from time to time upon reasonable prior notice.
[Signature Pages to follow]
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Signed Under Penalty of Perjury, this _15th_ day of March, 2024.
Emmaus Life Sciences, Inc.
By: Willis Lee, Co-President
Acknowledged and accepted by Lender
Smart Start Investments Limited
By:
[Signature Page to Promissory Note]