Emmaus Life Sciences : Certificate of Incorporation/Bylaws - Form 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At a meeting of the Board of Directors of Emmaus Life Sciences, Inc. ("we," "our," "us," "Emmaus" or the "company") held on May 23, 2024, our Board of Directors adopted an amendment (the "Amendment") to our Amended and Restated By-Laws (the "By-Laws") to provide that, subject to certain exceptions, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the company, (ii) any action based upon a violation of a duty owed by any current or former director, officer, employee, agent or stockholder of the company to the company or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our Certificate of Incorporation or the By-Laws, or as to which the Delaware General Corporation Law confers jurisdiction upon the Court of Chancery, or (iv) any action asserting a claim governed by the internal affairs doctrine. The Amendment also designates the U.S. federal district courts as the sole and exclusive forums for the resolution of any complaint asserting a cause of action under the Securities Act of 1933, as amended, and provides that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the company shall be deemed to have notice of and consented to the provisions of the Amendment, which was effective upon its adoption by the Board of Directors.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is included attached as Exhibit 3.1 to this Current Report and incorporated by reference herein.