Emmaus Life Sciences, Inc. 8-K

What Happened

• Emmaus Life Sciences (EMMA) announced a License and Exclusive Distribution Agreement with NeoImmuneTech, Inc. (NIT) dated December 30, 2025, granting NIT exclusive rights to market, sell and distribute Endari® (prescription-grade L‑glutamine oral powder) for sickle cell disease in the U.S., its territories and possessions, and Canada. Emmaus received an upfront payment (part paid in cash at signing, balance due on the agreement’s “Effective Date”) and will receive royalties on NIT’s product sales. The Effective Date is conditioned on NIT obtaining required regulatory approvals and other specified conditions; there is no assurance the Effective Date will occur.

Key Details

• Upfront payment: portion paid in cash at execution; remaining balance payable on the Effective Date (specific dollar amounts not disclosed in the filing).
• Royalties: Emmaus will receive a royalty on NIT’s Product sales (rate not disclosed).
• Supply arrangement: upon the Effective Date, Emmaus will be the exclusive supplier to NIT for Products in the Field/Territory, with purchase price set at Emmaus’ cost of production plus an agreed margin.
• Timing and termination: if the Effective Date has not occurred by October 1, 2026, either party may terminate the License Agreement (unless delay is due to Emmaus’ wrongful acts). Post-Effective Date, NIT’s exclusivity can convert to nonexclusive if NIT fails to meet specified annual minimum sales. Emmaus retains all rights to the Products outside the defined Field and Territory.
• Interim steps: pending the Effective Date, Emmaus will facilitate transfer and employment by NIT of selected U.S. sales staff. A related press release was issued December 30, 2025 (filed as Exhibit 99.1).

Why It Matters

• For investors, the deal potentially monetizes Endari through upfront cash and future royalty streams while outsourcing commercialization in the U.S. and Canada to NIT. However, the financial benefit depends on the Effective Date occurring (it is contingent on NIT’s regulatory approvals) and on NIT achieving sales targets to maintain exclusivity. The agreement also creates a supplier-customer relationship that could lock Emmaus into supplying product at a cost-plus margin, and Emmaus keeps rights outside the defined sickle cell field and territory.