UNITED   STATES
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  September 14, 2011
 
Emmaus Life Sciences, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
 
Delaware      000-53072     41-2254389
  (State or Other Jurisdiction       (Commission File Number)      (IRS Employer Identification No.)
of Incorporation)        
 
 
20725 S. Western Avenue, Suite 136, Torrance, CA 90501  
(Address, including zip code, off principal executive offices)
 
Registrant’s telephone number, including area code    310-214-0065
 
 
Emmaus Holdings, Inc.
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 5.03       Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
     Effective September 14, 2011, Emmaus Holdings, Inc. (the “Company”) changed its name to Emmaus Life Sciences, Inc. The name change was effected pursuant to Section 253 of the Delaware General Corporation Law (the “DGCL”) through the Company’s merger with a newly formed wholly owned subsidiary which, under the DGCL, does not require stockholder approval. Pursuant to Section 253 of the DGCL, such merger had the effect of amending the Company’s Certificate of Incorporation to reflect the new legal name of the Company.
 
     The merger and resulting name change does not affect the rights of stockholders of the Company. There were no other changes to the Company’s Certificate of Incorporation.
 
     A copy of the Certificate of Ownership and Merger effecting the name change, as filed with the Delaware Secretary of State on September 14, 2011, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
 

Item 9.01.       Financial Statements and Exhibits.
 
     (d) Exhibits.
     
Exhibit Number
 
Exhibit Title
3.1
 
Certificate of Ownership and Merger effecting the name change to Emmaus Life Sciences, Inc. filed with the Delaware Secretary of State on September 14, 2011.

 
 
 

 
SIGNATURES

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 hereunto duly authorized.
 
 
 
  Emmaus Life Sciences, Inc.  
         
Date: September 14, 2011        
  By: /s/ Yutaka Niihara  
    Name:
Yutaka Niihara M.D., MPH.
 
    Title:
President and Chief Executive Officer
 

 
 
 
 
Exhibit Index
     
Exhibit Number
 
Exhibit Title
 


 
 
 
Emmaus Holdings, Inc. 8-K
 
Exhibit 3.1

CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
EMMAUS LIFE SCIENCES, INC.
INTO
EMMAUS HOLDINGS, INC.

(Pursuant to section 253 of the General Corporation Law of the state of Delaware)

 
Emmaus Holdings, Inc., a corporation organized and existing under the laws of the state of Delaware (the “Company”), does hereby certify:
 
 
First :  That this Company was incorporated on September 24, 2007 pursuant to the General Corporation Law of the state of Delaware.
 
 
Second :  That this Company owns all of the issued and outstanding shares of stock of Emmaus Life Sciences,  Inc., a corporation organized and existing under the laws of the state of Delaware.
 
 
Third :  That this Company, by resolutions of its board of directors duly adopted by unanimous written consent on September 12, 2011 determined to merge into itself said Emmaus Life Sciences, Inc., which resolutions are set forth as Exhibit A attached hereto and incorporated herein.
 
Fourth :  The Certificate of Incorporation of the Company is hereby amended by deleting Article I of the Certificate of Incorporation in its present form and substituting therefore new Article I in the following form:  The name of the Company is Emmaus Life Sciences, Inc.
 
Fifth :  The merger shall be effective upon filing with the Delaware Secretary of State.
 

IN WITNESS WHEREOF, Emmaus Holdings, Inc. has caused this Certificate of Ownership and Merger to be executed by a duly authorized officer this 13th day of September 2011.

 
  Emmaus Holdings, Inc.  
         
         
Dated:  September 14, 2011 By: /s/ Yutaka Niihara  
    Name:
Yutaka Niihara M.D., MPH.
 
    Title:
President and Chief Executive Officer
 

 
 
 
 
Exhibit A

RESOLUTIONS OF MERGER

 
Formation of Wholly-Owned Subsidiary to Effectuate a Name Change

WHEREAS, the Board of Directors (the “ Board ”) of Emmaus Holdings, Inc. (the “ Company ”) deems it to be in the best interests of the Company to change its name to Emmaus Life Sciences, Inc. to better reflect the business of the Company (the “ Name Change ”);

WHEREAS, the Company will form a wholly-owned subsidiary named Emmaus Life Sciences, Inc. (the “ Merger Subsidiary ”) to effectuate the Name Change pursuant Section 253 of the DGCL which permits the “short-form” merger into a parent corporation of a subsidiary corporation where at least 90% of the outstanding shares of each class of stock of the subsidiary corporation are owned by the parent corporation by executing, acknowledging and filing, in accordance with section 103 of the DGCL, a certificate of such ownership and merger setting forth a copy of the resolution of its board of directors to so merge and the date of adoption; and

WHEREAS, the Name Change shall be effectuated by the filing of a certificate of ownership and merger merging the Merger Subsidiary into the Company.

NOW, THEREFORE, BE IT RESOLVED, that the form of Certificate of Ownership and Merger  (the “ Certificate of Merger ”), attached hereto as Exhibit A, to be filed is hereby adopted and approved with such additions, modifications, or deletions as the Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Chief Administrative Officer and Corporate Secretary (the “ Officers ”) of the Company deems necessary or appropriate and in the best interest of the Company and its stockholders.

RESOLVED FURTHER, that the Officers of the Company be, and each hereby is, authorized and directed, to cause the Certificate of Merger to be filed with the Secretary of State of the State of Delaware.

RESOLVED FURTHER, that the Officers of the Company are, and each of them hereby is, authorized and directed, to execute and file all documents and to take all other actions they may deem necessary or advisable, to carry out the intent and accomplish the purposes of these resolutions, including distribution of any notices to the stockholders of the Company, obtaining new stock certificates and revising and amending documents, plans, charters and agreements to reflect the Name Change.