Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB

	SEC File Number: 001-35527
	CUSIP Number: 29137T101

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):

☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN
☐ Form N-CSR

For Period Ended: September 30, 2024

☐	Transition Report on Form 10-K
☐	Transition Report on Form 20-F
☐	Transition Report on Form 11-K
☐	Transition Report on Form 10-Q

For the Transition Period Ended: _______________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Full Name of Registrant:	Emmaus Life Sciences, Inc.
Former Name if Applicable:
Address of Principal Executive Office (Street and Number):	21250 Hawthorne Boulevard, Suite 800
City, State and Zip Code:	Torrance, California 90503

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Forms 10-K, 20-F, 11-K, Form N-CEN, or Form N-CSR or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period.

Emmaus Life Sciences, Inc. (“we,” “us,” “our,” “Emmaus” or the “company”) is unable without unreasonable effort or expense to file our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Form 10-Q”) by the prescribed due date. Our newly appointed independent registered public accounting firm was engaged on October 22, 2024, and we require additional time to fully acquaint them with our financial accounting practices and procedures in connection with their review of our quarterly financials. We anticipate filing the Form 10-Q on or before November 19, 2024, the fifth calendar day following the prescribed due date.

PART IV - OTHER INFORMATION

(1)

Name and telephone number of the person to contact in regard to this notification:

Yasushi Nagasaki		(310) 214-0065
(Name)		(Area Code) (Telephone number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s):

☒ Yes ☐ No

Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof:

☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

We anticipate reporting significantly greater income from operations due to somewhat higher net revenues and lower operating expenses in the quarter ended September 30, 2024 as compared to the corresponding period in the prior year. We also anticipate much improved net income due primarily to a lesser change in fair value conversion feature derivative, convertible notes, and reduced foreign exchange loss and interest expense as compared to the corresponding period in 2023. For the nine months ended September 30, 2024 we anticipate realizing substantially lower net revenues and a loss from operations as compared to net revenues and income from operations in the corresponding period in 2023 due to inventory shortages previously reported in the first half of this year.

Emmaus Life Sciences, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.