| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of
Certain Officers |
Appointment of Directors
At a meeting of the Board of Directors of
Emmaus Life Sciences, Inc. (“we,” “us,” “our,” “Emmaus” or the “company”)
on October 4, 2022, the Board appointed Ian Zwicker as a director of the company and as the Chair and sole member of the Audit Committee
of the Board. The Board also appointed Seah H. Lim, M.D., Ph.D. as a director to fill a vacancy on the five-person Board. It is anticipated
that Mr. Zwicker and Dr. Lim will be appointed to serve on one or more other standing Committees of the Board.
Mr. Zwicker, age
75, served as a director, Chair of the Compensation Committee and member of the Nominations and Governance Committee of Emmaus from the
completion of our merger transaction with EMI Holding, Inc. on July 17, 2019, until his retirement as a director in conjunction with our
Annual Meeting of Stockholders held on November 23, 2021. He had served as a director of EMI Holding, Inc. since December 7, 2015. Mr.
Zwicker is the founder of Zwicker Advisory Group, an independent financial advisory consulting firm, and has been its Chief Executive
Officer since 2014. From 1981 to 1990, Mr. Zwicker served as Managing Director and held a variety of management positions at the investment
banking firms of SG Cowen and Hambrecht & Quist. From 1990 to 1999, Mr. Zwicker served as Managing Director and head of worldwide
technology investment banking for Donaldson, Lufkin & Jenrette Securities Corporation, and from 2000 to 2001 as the President of WR
Hambrecht + Co (WRH). He was a Director of Stirling Energy Systems, Inc. from 2006 to 2012. Mr. Zwicker was a Partner at WRH and was also
Head of Capital Markets from 2013 to 2014. We believe Mr. Zwicker is qualified to serve as a director due to his prior service on the
Board of Directors and standing Board committees and his extensive investment banking and financial expertise and experience.
Dr. Lim, age
64, has more than 25 years of experience working in academia and with pharmaceutical companies in the clinical developments of products
in hematology, oncology, and transplantation. He is board-certified in Internal Medicine, Hematology, and Medical Oncology and is an
internationally recognized physician-investigator with extensive leadership experience and a track record of success in clinical and
research and development. Most recently, since June 2021 he has served as Chief Executive Officer of Medicovestor Bio PLC, Kuala Lumpur,
Malaysia, a privately held development-stage biotechnology company. From January 2017 to December 2021, he served as a consultant to
Salix Pharmaceuticals/Bausch Healthcare where he was instrumental in obtaining FDA designation of rifaximin as an orphan drug for the
treatment of sickle cell disease. He also has served as a consultant to numerous “big pharma” companies, including Genzyme,
USA, Burroughs Wellcome, and Amgen Corporation. Since October 2021, he has served as Associate Director, Allogenic Stem Cell Transplant
and Director of the Adult Sickle Cell Program at Upstate State University of New York Medical Center, Syracuse, New York. Dr. Lim has
authored or co-authored numerous peer-reviewed publications and has served as Section Editor, Journal of Translational Medicine since
2016. He received his MB ChB and MD degrees from Aberdeen University School of Medicine, Aberdeen, Scotland, and Ph.D. from University
of Wales College of Medicine, Cardiff, Wales. We believe Dr. Lim is well-qualified to serve as a director based on his expertise and
experience in the treatment of sickle cell disease and extensive background as a researcher and executive officer and consultant in the
pharmaceutical industry both in the U.S. and abroad.
In connection
with his appointment as the sole Audit Committee member, Mr. Zwicker will receive cash compensation of $25,000. Otherwise, both he and
Dr. Lim will be entitled to receive the same compensation as our other non-employee directors and members of the Board Committees as described
under the caption “Executive Compensation - Current Director Compensation” in our definitive Schedule 14A filed with the Securities
and Exchange Commission (“SEC”) on October 12, 2021 and incorporated herein by reference. We also will enter into
with Mr. Zwicker and Dr. Lim our standard-form of indemnification agreement for directors and executive officers which appears as an exhibit
to our Annual Report on Form 10-K/A filed with the SEC on August 10, 2021. As with our other directors, Mr. Zwicker and Dr. Lim
will serve until their respective successors are elected and qualified or their resignation, disqualification, or removal.
There are no family relationships between
Mr. Zwicker or Dr. Lim and any of our other directors, executive officers, or persons nominated or chosen to become a director or executive
officer. Mr. Zwicker is not a party to any current or proposed transaction for which disclosure is required under Item 404(a)
of Regulation S-K.
On September 16, 2022, Dr. Lim loaned Emmaus
$1.2 million pursuant to promissory note bearing interest at the rate of 6% per year. The principal amount of and accrued and unpaid interest
on the note are due and payable in full on the third anniversary of the loan date or earlier prepayment of the note. On maturity or prepayment
of the note, Dr. Lim also will be entitled to receive one restricted share of our common stock for each $5 principal amount of the loan.
The loan proceeds were used to augment our working capital and for general corporate purposes.
