13D Filing: Sarissa Capital Management and Emmaus Life Sciences Inc.

Emmaus Life Sciences, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

29137P109

(CUSIP Number)

Mark DiPaolo General Counsel Sarissa Capital Management LP 660 Steamboat Road Greenwich, CT 06830 203-302-2330 With a copy to: Russell Leaf Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 212-728-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 29, 2018

(Date of Event which Requires Filing of this Statement)

SCHEDULE 13D

CUSIP No.  29137P109

Page 3 of 6 Pages

SCHEDULE 13D

Item 1.            Security and Issuer.

This statement constitutes Amendment No. 3 to the Schedule 13D relating to the Common Stock, par value $0.001 (the “Shares”), issued by Emmaus Life Sciences, Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on May 16, 2014 and amended by Amendment Nos. 1 and 2 thereto (the “Initial Schedule 13D”), on behalf of the Reporting Persons (as defined in the Initial Schedule 13D), to furnish the additional information set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.

Item 4.  Purpose of Transaction.

On March 29, 2018, the Issuer and Sarissa Capital Offshore Master Fund LP (“Sarissa Offshore”) entered into a Securities Repurchase Agreement (the “Repurchase Agreement”) pursuant to which the Issuer repurchased from Sarissa Offshore 700,000 Shares and Warrants to purchase 800,000 Shares for an aggregate repurchase price of $7,500,000.  The foregoing summary of the Repurchase Agreement is subject to, and qualified in its entirety by reference to, the Repurchase Agreement, which is attached hereto as Exhibit 1, and which is incorporated herein by reference.

Item 5.  Interest in Securities of the Issuer.

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 497,657 Shares representing approximately 1.4% of the Issuer’s outstanding Shares (based upon the 34,873,611 Shares stated to be outstanding as of November 10, 2017 by the Issuer in the Issuer’s Form 10−Q for the quarterly period ended September 30, 2017).

(b) For purposes of this Schedule 13D:

Sarissa Offshore has sole voting power and sole dispositive power with regard to 497,657 Shares.  Sarissa Capital, as the investment advisor to Sarissa Offshore, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 497,657 Shares held by Sarissa Offshore.  By virtue of his position as the Chief Investment Officer of Sarissa Capital and as the managing member of Sarissa Capital’s general partner, Dr. Denner may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 497,657 Shares held by Sarissa Offshore.

(c)          See Item 4 above.

(e)          As a result of the consummation of the transactions contemplated by the Repurchase Agreement, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares on March 30, 2018.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as otherwise described herein or as set forth in the Repurchase Agreement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.  Material to Be Filed as Exhibits.

1          The Repurchase Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  April 2, 2018

SARISSA CAPITAL MANAGEMENT LP

SARISSA CAPITAL OFFSHORE MASTER FUND LP

By: Sarissa Capital Offshore Fund GP LLC, its general partner

/s/Alexander J. Denner                          
Alexander J. Denner