BASIS OF PRESENTATION | NOTE 1 — BASIS OF PRESENTATION The accompanying unaudited condensed consolidated interim financial statements of Emmaus Life Sciences, Inc. (formerly, “MYnd Analytics, Inc.”) and its direct and indirect consolidated subsidiaries (collectively, “we,” “our,” “us,” the “Company” or “Emmaus”) 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. The consolidated interim financial statements should be read in conjunction with the Annual Report on Form 10-K/A for the year ended December 31, 2020 (the “Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on August 10, 2021. The accompanying condensed consolidated balance sheet at December 31, 2019 has been derived from the audited consolidated balance sheet at December 31, 2019 contained in the Form 10-K/A. The results of operations for the three and six months ended June 30, 2020, are not necessarily indicative of the results to be expected for the full year or any future interim period. Organization and Nature of Operations The Company is a commercial-stage biopharmaceutical company engaged in the discovery, development, marketing and sales of innovative treatments and therapies primarily for rare and orphan diseases. On July 17, 2019, we completed a merger transaction with EMI Holding, Inc., formerly known as Emmaus Life Sciences, Inc. (“EMI”), into a subsidiary 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.” The Merger was treated as a reverse recapitalization under the acquisition method of accounting in accordance with accounting principles generally accepted in the U.S. For accounting purposed, EMI was considered to have acquired us. The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. In connection with and prior to the Merger, we contributed and transferred to Telemynd, Inc. (“Telemynd”), a newly formed, wholly owned subsidiary of the Company, all or substantially all our historical business, assets and liabilities and our board of directors declared a stock dividend of one share of the Telemynd common stock held by the Company for each outstanding share of our common stock after giving effect to a 1-for-6 reverse stock split of our outstanding shares of common stock. As a result of the spin-off and the Merger, our ongoing business became EMI’s business, which is that of a commercial-stage biopharmaceutical company focused on the development, marketing and sale of innovative treatments and therapies, including those in the rare and orphan disease categories. Principles of consolidation —The consolidated financial statements include the accounts of the Company, EMI and EMI’s wholly‑owned subsidiary, Emmaus Medical, Inc., and Emmaus Medical, Inc.’s wholly‑owned subsidiaries. All significant intercompany transactions have been eliminated. 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. Restatement of Prior Period Amounts — In connection with the preparation of our December 31, 2019 consolidated financial statements, we identified the following material errors in our condensed consolidated financial statements as of and for the three months and six months ended June 30, 2019. 1. The misclassification as equity of warrants issued by EMI in October of 2018, which warrants should have been accounted for as liabilities based upon fair value; and 2. The erroneous consolidation as a variable interest entity, or VIE, of EMI’s interest in EJ Holdings, Inc., which should have been accounted for based upon the equity method. 3. The misstatement of the fair value of cashless exercise warrants originally recorded in the Consolidated Statements of Operations and Comprehensive Loss, which fair value should have been recorded in additional paid-in capital in the Consolidated Balance Sheets. 4. In addition to the errors described above, the restated financial statements also include adjustments to correct certain immaterial errors identified during the audit of the Company’s financial statements for the year ended December 31, 2019. EMMAUS LIFE SCIENCES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) (Unaudited) As of June 30, 2019 Previously Reported Adjustment Restated ASSETS CURRENT ASSETS Cash and cash equivalents $ 15,169 $ (12,222 ) (a) $ 2,947 Accounts receivable, net 1,981 301 (c) 2,282 Inventories, net 5,906 — 5,906 Investment in marketable securities 32,890 — 32,890 Prepaid expenses and other current assets 703 (107 ) (a), (c) 596 Total current assets 56,649 (12,028 ) 44,621 Property and equipment, net 145 — 145 Equity method investment — 13,366 (a) 13,366 Right of use assets 4,285 — 4,285 Deposits and other assets 412 — 412 Total other assets 4,697 13,366 18,063 Total assets $ 61,491 $ 1,338 $ 62,829 LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses $ 11,455 $ 62 (a), (c) $ 11,517 Operating lease liabilities, current portion 857 — 857 Other current liabilities 5,259 2 (c) 5,261 Warrant derivative liabilities — 9,023 (b), (c) 9,023 Notes payable, net of discount 11,163 91 (b) 11,254 Notes payable to related parties 470 — 470 Convertible notes payable, net of discount 13,867 — 13,867 Convertible notes payable to related parties, net of discount 14,180 — 14,180 Total current liabilities 57,251 9,178 66,429 Operating lease liabilities, less current portion 3,781 — 3,781 Other long-term liabilities 35,330 — 35,330 Warrant derivative liabilities 1,200 (1,200 ) (c) — Notes payable, net of discount, less current portion 703 (703 ) (b) — Convertible notes payable, net of discount, less current portion 450 — 450 Total liabilities 98,715 7,275 105,990 STOCKHOLDERS’ DEFICIT Preferred stock — par value $0.001 per share, 20,000,000 shares authorized, none issued or outstanding — — — Common stock — par value $0.001 per share, 250,000,000 shares authorized, 37,880,211 shares outstanding at June 30, 2019 36 2 (d) 38 Additional paid-in capital 153,084 10,164 (b), (e) 163,248 Accumulated other comprehensive income (loss) (56 ) — (56 ) Accumulated deficit (189,503 ) (16,888 ) (e) (206,391 ) Total stockholders’ deficit (36,439 ) (6,722 ) (43,161 ) Noncontrolling interest (785 ) 785 (a) — Total liabilities & stockholders’ deficit $ 61,491 $ 1,338 $ 62,829 (a) EJ Holdings adjustments: the correction of this misstatement resulted in increases of $13.4 million in equity method investment, $172,000 in accounts payable and accrued expenses, and $785,000 in non-controlling interest and decreases of $12.2 million in cash and cash equivalent and $187,000 in prepaid expenses and other current assets. (b) Warrant adjustments: the correction of this misstatement resulted in increases of $7.8 million in warrant derivative current liabilities, and $90,000 in short-term note payable and decreases of $703,000 in long-term notes payable and $9.7 million in additional paid-in capital. (c) Corrections of other misstatement: period adjustment and reclassification of variable consideration resulted in an increase of $301,000 in accounts receivable and a decrease of $110,000 in accounts payable and accrued expenses, a decrease of $10,000 in income tax receivable and an increase of $24,000 in income tax payable; a reclassification of GPB warrants resulted an increase of short-term warrant liability and a decrease of long-term warrant liability of $1.2 million; and correction of tax provision resulted an increase of $90,000 in income tax receivable and a decrease of $24,000 in income tax payable. (d) Retrospective adjustments made to common stock resulted from recapitalization transaction in July 2019. (e) Carryforward impact on 2018 restatement adjustments, including cashless warrant adjustments which resulted in an increase in additional paid-in capital and a decrease in retained earnings of $18.3 million. EMMAUS LIFE SCIENCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (In thousands, except share and per share amount) (Unaudited) Three months ended June 30, 2019 Six months ended June 30,2019 Previously Reported Adjustment Restated Previously Reported Adjustment Restated REVENUES, NET $ 5,869 $ (376 ) (c) $ 5,493 $ 11,176 $ (976 ) (c) $ 10,200 COST OF GOODS SOLD 195 69 (c) 264 395 128 (c) 523 GROSS PROFIT 5,674 (445 ) 5,229 10,781 (1,104 ) 9,677 OPERATING EXPENSES Research and development 540 — 540 1,053 — 1,053 Selling 1,903 (12 ) (c) 1,891 3,388 (18 ) (c) 3,370 General and administrative 3,851 (1,169 ) (a), (c) 2,682 7,532 (1,113 ) (a), (c) 6,419 Total operating expenses 6,294 (1,181 ) 5,113 11,973 (1,131 ) 10,842 INCOME (LOSS) FROM OPERATIONS (620 ) 736 116 (1,192 ) 27 (1,165 ) OTHER INCOME (EXPENSE) Change in fair value of warrant derivative liabilities 247 607 (b) 854 199 (283 ) (b) (84 ) Net losses on investment in marketable securities and long-term investment (10,537 ) — (10,537 ) (16,994 ) — (16,994 ) Losses on equity method investment — (458 ) (a) (458 ) — (449 ) (a) (449 ) Interest and other income (loss) 274 33 (a), (c) 307 163 67 (a), (c) 230 Interest expense (8,474 ) 647 (b), (c) (7,827 ) (15,439 ) (1,000 ) (b), (c) (16,439 ) Total other income (expenses) (18,490 ) 829 (17,661 ) (32,071 ) (1,665 ) (33,736 ) LOSS BEFORE INCOME TAXES (19,110 ) 1,565 (17,545 ) (33,263 ) (1,638 ) (34,901 ) INCOME TAXES (BENEFIT) 217 (166 ) (c) 51 217 (114 ) (c) 103 NET LOSS INCLUDING NONCONTROLLING INTERESTS (19,327 ) 1,731 (17,596 ) (33,480 ) (1,524 ) (35,004 ) Net (income) loss attributable to noncontrolling interests 688 (688 ) (a) — 674 (674 ) (a) — NET LOSS ATTRIBUTABLE TO THE COMPANY (18,639 ) 1,043 (17,596 ) (32,806 ) (2,198 ) (35,004 ) COMPONENTS OF OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation adjustments (9 ) 15 (a) 6 (2 ) 15 (a) 13 Other comprehensive income (loss) (9 ) 15 6 (2 ) 15 13 COMPREHENSIVE INCOME (LOSS) (19,336 ) 1,746 (17,590 ) (33,482 ) (1,509 ) (34,991 ) Amounts attributable to noncontrolling interest: Net (income) loss attributable to noncontrolling interest 688 (688 ) (a) — 674 (674 ) (a) — Foreign currency translation adjustments 15 (15 ) (a) — 14 (14 ) (a) — Comprehensive (income) loss attributable to noncontrolling interest 703 (703 ) — 688 (688 ) — COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ (18,633 ) $ 1,043 $ (17,590 ) $ (32,794 ) $ (2,197 ) $ (34,991 ) NET LOSS PER COMMON SHARE - BASIC AND DILUTED $ (0.52 ) $ 0.05 $ (0.47 ) $ (0.91 ) $ (0.01 ) $ (0.93 ) WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING 35,857,944 37,836,678 37,836,678 35,857,944 37,656,058 37,656,058 (a) EJ Holdings adjustments: the correction of this misstatement resulted in increases of $33,000 in interest income and $15,000 in foreign currency translation adjustments and decreases of $1.1million in general and administrative expenses, $458,000 in loss on equity method investment, and $688,000 in net loss attributable to noncontrolling interest for three months ended June 30, 2019. The correction of this misstatement resulted in increases of $67,000 in interest income and $14,000 in foreign currency translation adjustments and decreases of $1.1million in general and administrative expense, $449,000 in loss on equity method investment, and $674,000 in net loss attributable to noncontrolling interest for six months ended June 30, 2019. (b) Warrant adjustments: the correction of this misstatement resulted in increases of $647,000 in interest expense and $607,000 in change in fair value of warrant derivative liabilities for the three months ended June 2019. The correction of this misstatement resulted in an increase of $335,000 in interest expense and a decrease of $283,000 in change in fair value of warrant derivative liabilities for six months ended June 30, 2019. ( c ) Corrections of other misstatement: period adjustment of variable consideration resulted in a decrease of $ in revenue s , net; and reclassification of shipping cost and royalty expense to cost of sales resulted in an increase of $ in cost of sales and decreases of $ and $ in selling expense and general and administrative expense, respectively . Corrections of other misstatement for the six months ended June 30, 2019 : period adjustment of variable consideration resulted in a decrease of $ in revenues, net ; reclassification of shipping cost and royalty expense to cost of sales resulted in an increase of $ in cost of sales and decreases of $ and $ in selling expense and general and administrative expense, respectively; correction of stock modification accounting resulted in a decrease of $ 52,000 in general and administrative expense; correction of accounting treatment for convertible notes resulted in an increase of $ 1.3 million in interest expense ; and correction of income tax provision resulted in an decrease of $ 113,000 in income tax provision . EMMAUS LIFE SCIENCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 2019 Previously Reported Adjustment Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (33,480 ) $ (1,524 ) $ (35,004 ) Adjustments to reconcile net loss to net cash flows from operating activities Depreciation and amortization 35 — 35 Impairment loss on long-term investment 524 — 524 Amortization of discount of convertible notes and notes payable 12,770 1,001 13,771 Foreign exchange adjustments on convertible notes and notes payable 49 (257 ) (208 ) Net losses (gains) on equity investment in marketable securities 16,470 — 16,470 Loss on equity method investments 449 449 Share-based compensation 974 52 1,026 Change in fair value of warrant derivative liabilities (199 ) 283 84 Net changes in operating assets and liabilities Accounts receivable (630 ) 266 (364 ) Inventories (1,202 ) — (1,202 ) Prepaid expenses and other current assets 69 80 149 Other non-current assets (4,298 ) — (4,298 ) Accounts payable and accrued expenses 3,226 828 4,054 Income tax receivable and payable — (113 ) (113 ) Deferred revenue 500 — 500 Deferred rent (287 ) — (287 ) Other current liabilities 79 (142 ) (63 ) Other long-term liabilities 3,217 — 3,217 Net cash flows provided by (used in) operating activities (2,183 ) 923 (1,260 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (21 ) — (21 ) Sales of marketable securities 221 — 221 Purchase of marketable securities and investment at cost — — — Net cash flows provided by (used in) investing activities 200 — 200 CASH FLOWS FROM FINANCING ACTIVITIES Payments of convertible notes (3,368 ) — (3,368 ) Proceeds from exercise of warrants 186 — 186 Proceeds from issuance of common stock 3,261 — 3,261 Proceeds from conversion of notes payable to common stock 21 — 21 Net cash flows provided by (used in) financing activities 100 — 100 Effect of exchange rate changes on cash (28 ) 30 2 Net increase (decrease) in cash, cash equivalents and restricted cash (1,911 ) 953 (958 ) Cash and cash equivalents, beginning of period 17,080 (13,175 ) 3,905 Cash and cash equivalents, end of period $ 15,169 $ (12,222 ) $ 2,947 SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES Interest paid $ 934 $ (385 ) $ 549 Income taxes paid $ 217 $ (1 ) $ 216 NON-CASH INVESTING AND FINANCING ACTIVITIES Beneficial conversion feature relating to convertible notes $ 8,764 $ — $ 8,764 Common stocks issued on exercise of warrants $ 186 $ — $ 186 Conversion of notes payable and acrued interest to common stock $ 308 $ — $ 329 Initial recognition of right-of-use lease asset $ 2,922 $ — $ 2,922 Refer to the descriptions of the adjustments in the Condensed Consolidated Balance Sheets and Statements of Comprehensive Loss as of and for the three months ended June 30, 2019 and their impact on net loss above. In addition, a cash flow classification adjustment related to EJ Holdings resulted in a net decrease to cash flows used by operating activities of $953,000 for the six months ended June 30, 2019. |