Item 9.01(d). Financial Statements and Exhibits.
(d) Exhibits
.
IMPORTANT INFORMATION ABOUT THE TRANSACTIONS WILL BE FILED
WITH THE SEC
This communication is being made in respect of the proposed
business combination involving MYnd and Emmaus Life Sciences, Inc. (“Emmaus”). In connection with the proposed transaction,
MYnd and Emmaus have filed documents with the SEC, including the filing by MYnd of a Registration Statement on Form S-4 containing
a Joint Proxy Statement/Prospectus, filed on February 13, 2019, and each of MYnd and Emmaus plan to file with the SEC other documents
regarding the proposed transactions. INVESTORS AND SECURITY HOLDERS OF MYND AND EMMAUS ARE URGED TO CAREFULLY READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC BY MYND AND EMMAUS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTIONS. Investors and security holders may view these documents and other documents filed with the SEC at the
SEC’s web site at www.sec.gov and by contacting MYnd Investor Relations at mynd@crescendo-ir.com. Investors
and security holders may view the documents filed with the SEC on MYnd’s website at www.myndanalytics.com or through
the SEC’s website at www.sec.gov. Investors and security holders are urged to read the Joint Proxy Statement/ Prospectus
and other documents filed with the SEC before making any voting or investment decision in connection with the proposed transactions.
PARTICIPANTS IN THE SOLICITATION
MYnd, Emmaus and their respective directors and executive officers
may be deemed participants in the solicitation of proxies with respect to the proposed transaction. Information regarding the
interests of these directors and executive officers in the proposed transaction has been included in the Joint Proxy Statement/Prospectus
described above. Additional information regarding the directors and executive officers of MYnd is also included in MYnd’s
proxy statement for its 2018 Annual Meeting of Shareholders, which was filed with the SEC on March 1, 2018, as updated in MYnd’s
Annual Report on Form 10-K for the fiscal year ended September 30, 2018, and additional information regarding the directors and
executive officers of Emmaus is also included in Emmaus’ proxy statement for its 2018 Annual Meeting of Stockholders, which
was filed with the SEC on August 23, 2018. Additional information regarding the interests of those participants and other persons
who may be deemed participants in the transaction may be obtained by reading the Joint Proxy Statement/Prospectus regarding the
proposed transaction.
NO OFFERS OR SOLICITATIONS
This communication shall not constitute an offer to sell or
the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act.
CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains “forward-looking”
statements within the meaning of the Private Securities Litigation Reform Act of 1995, giving MYnd’s and Emmaus’ expectations
or predictions of future financial or business performance or conditions, including, without limitation, statements related to
(i) market opportunities for certain of the Company’s products, (ii) general market trends in mental health and payor coverage,
(iii) the ability of MYnd’s products to successfully produce objective data, improve efficiency in the treatment of depression
and other mental health and psychiatric illnesses, recognize patterns, predict outcomes and personalize medicine, improve patient
outcomes or reduce healthcare costs, (iv) statements relating to the Agreement and Plan of Merger dated as of January 4, 2019,
by and among the Company, the Company’s wholly owned subsidiary, Athena Merger Subsidiary, Inc., and Emmaus (the “Merger
Agreement”), (v) the transactions contemplated by the Merger Agreement including but not limited to the Merger (as defined
in the Merger Agreement) and (vi) MYnd’s or the combined company’s future financial condition, performance and operating
results, strategy and plans. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which
change over time. Forward-looking statements speak only as of the date they are made and MYnd and Emmaus assume no duty to update
forward-looking statements.
In addition to factors previously disclosed in MYnd’s
and Emmaus’ reports filed with the U.S. Securities and Exchange Commission (the “SEC”) and those identified elsewhere
in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking
statements and historical performance: the ability of MYnd to meet the closing conditions to the Merger, including requisite approval
by MYnd’s and Emmaus’ stockholders on a timely basis or at all; delay in closing the Merger; the ability to effect
the proposed spin-off; adverse tax consequences to shareholders of the proposed spin-off; disruption following the Merger; the
ability of MYnd’s products to successfully produce objective data; the ability of MYnd’s products to improve efficiency
in the treatment of depression and other mental health and psychiatric illnesses; the ability of MYnd’s products to recognize
patterns, predict outcomes and personalize medicine; the ability of MYnd’s products to improve patient outcomes and to reduce
healthcare costs; and the availability and access, in general, of funds to fund operations and necessary capital expenditures.
Other risks and uncertainties are more fully described in MYnd’s
Annual Report on Form 10-K for the fiscal year ended September 30, 2018, and Emmaus’ Annual Report on Form 10-K for the year
ended December 31, 2017, each filed with the SEC, and in other filings that MYnd or Emmaus makes and will make with the SEC in
connection with the proposed transactions, including the Joint Proxy Statement/Prospectus described herein under “Important
Additional Information About the Transaction Will be Filed with the SEC.” Existing and prospective investors are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The statements made in
this Current Report on Form 8-K and the exhibits attached hereto speak only as of the date stated herein, and subsequent events
and developments may cause MYnd’s or Emmaus’ expectations and beliefs to change. While MYnd or Emmaus may elect to
update these forward-looking statements publicly at some point in the future, each of MYnd and Emmaus specifically disclaims any
obligation to do so, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking
statements should not be relied upon as representing MYnd’s or Emmaus’ views as of any date after the date stated herein..
The Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied
by the forward-looking statements.