Emmaus Life Sciences Inc 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 2EXCHANGEACT OF 1934 For the transition period fromtoCommission File Number: 001-35527 Emmaus Life Sciences, Inc.(Exact name of Registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Securities Registered Pursuant to Section 12(g) of the Act: Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS‑T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2of the Exchange Act: Large accelerated filer☐Non‑accelerated filer☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of shares of common stock held by non‑affiliates of the registrant as of June 30, 2025, the last business day of the registrant’s mostrecently completed second fiscal quarter, was $581,655 based upon the closing price of the common stock as reported on the OTCQB.There were 70,188,263 shares of common stock outstanding as of March 25, 2026. TABLE OF CONTENTS ITEMCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS PAGE3PART IITEM 1.BUSINESS4ITEM 1A.RISK FACTORS15ITEM 1B.UNRESOLVED STAFF COMMENTS26ITEM 1C.CYBERSECURITY26ITEM 2.PROPERTIES27ITEM 3.LEGAL PROCEEDINGS27ITEM 4.MINE SAFETY DISCLOSURES27PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES27ITEM 6.SELECTED FINANCIAL DATA28ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS29ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK36ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA36ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE36ITEM 9A.CONTROLS AND PROCEDURES36ITEM 9B.OTHER INFORMATION37ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.37PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE38ITEM 11.EXECUTIVE COMPENSATION40ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS42ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE44ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES44PART IVITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES46SIGNATURES54 CAUTIONARY STATEMENT REGARDING FORWARD‑LOOKING STATEMENTS This Annual Report contains some statements that are not purely historical and that are considered “forward‑looking statements” withinthe meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act, an