Current Report Filing (8-k)
June 24 2014 - 5:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June
19, 2014
AMARANTUS BIOSCIENCE HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
Nevada |
333-148922 |
26-0690857 |
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
IRS Employer
Identification No.) |
c/o Janssen Labs @QB3
953 Indiana Street
San Francisco, CA |
94107 |
(Address of Principal Executive Offices) |
(Zip Code) |
(408) 737-2734
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 19, 2014, Amarantus
Bioscience Holdings, Inc., a Nevada corporation (the “Company”) entered into a sponsored research agreement (the “Agreement”)
with The Washington University (“WashU”) pursuant to which Dr. Fumihiko Urano, PhD. (“Urano”), an employee
at WashU, shall perform certain research utilizing a proprietary compound of the Company’s (the “Materials”),
subject to certain terms and restrictions as further described in the Agreement.
Pursuant to the Agreement,
the Company shall provide financial support for the research plan, which is further described in the Agreement (the “Research
Plan”), in the form of two equal payments due (i) 30 days from the date such Agreement is executed, and (ii) 30 days from
the date the Company receives the final written report of Urano, pursuant to the Agreement.
Urano shall utilize
the Materials only in accordance with the Research Plan and such Materials shall not be modified. The research results that arise
from the Research Plan as well as any inventions conceived and created jointly by the parties (“Joint Inventions”)
shall be jointly owned by the Company and WashU.
Additionally,
WashU grants the Company (i) a non-exclusive, worldwide, royalty free license to utilize any inventions belonging
solely to WashU conceived in WashU’s performance of the research Plan (“WashU Inventions”), and (ii) an exclusive
option to obtain an exclusive, worldwide license with a right to grant sublicenses to utilize any WashU Inventions or Joint Inventions
upon terms to be negotiated in good faith (the “Option”). The Company may exercise such Option within ninety (90) days
of receipt of notice of such WashU Invention, which will begin a six month period in which the parties shall negotiate a license
agreement to such WashU Invention during which WashU shall not grant any other party a license to such WashU Invention. If the
parties are not able to agree on a license agreement after negotiating in good faith for such six month period, then WashU shall
be permitted to negotiate with third parties, provided that for a period of one year after such six month negotiation period ends,
WashU shall not grant a third party a license to such WashU Invention on terms less favorable than the Company’s final offer
to WashU.
The term of the Agreement
commenced on June 19, 2014 and shall end upon the completion of the research or the date 24 months after June 19, 2014, unless
earlier terminated. The Company may terminate the Agreement for any reason upon thirty (30) days written notice. Either party may
terminate the Agreement if (i) Urano becomes unavailable and the parties are unable to agree on a successor, or (ii) upon a material
breach by the other party upon fourteen (14) days written notice of such breach and the non-breaching party’s failure to
cure such breach within fourteen (14) days of receipt of such written notice.
The foregoing description
of the Agreement does not purport to be complete and are qualified in its entirety by reference to the complete text of the Agreement.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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AMARANTUS BIOSCIENCE HOLDINGS, INC. |
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Date: June 24, 2014 |
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By: |
/s/ Gerald E. Commissiong |
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Name: Gerald E. Commissiong |
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Title: Chief Executive Officer |
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