AMBS Amarantus Bioscience Holdings Inc (CE)

 

 

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): July 31, 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 July 31, 2014, Amarantus BioScience Holdings, Inc. (the “Company”) entered into an Option Agreement (the “Agreement”) with the Universität Leipzig (“Leipzig”) pursuant to which the Company was granted an option to obtain an exclusive license (with the right to sublicense) in the patent rights relating to PCT Application No. PCT/EP2010/000702 entitled “Vector(s) Containing an Inducible Gene Encoding a CDK4/CDK6 Inhibitor Useful for Treating Neurodegenerative Disorders or Diseases Associated with an Unscheduled Activation of the Cell Cycle”. The term of the option is 12 months which may be extended by the Company for an additional six months upon payment of an extension fee of $5,000. The Agreement provides for an option fee of $10,000 within 10 days of the date of the Agreement.

 

The Agreement contemplates that the parties will use good faith efforts to execute a sponsored research agreement and provides that upon exercise of the option, the parties will use good faith efforts to execute a license agreement within three months of the exercise of the option.

 

The Company released a press release in connection with the foregoing, a copy of which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press release dated August 1, 2014

 

 

 

 

 

  

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.

 

 

			AMARANTUS BIOSCIENCE HOLDINGS, INC.
Date: August 6, 2014			By:	/s/ Gerald E. Commissiong
				Name: Gerald E. Commissiong
				Title: Chief Executive Officer

 

 

 

 

 

 

 

 

 

Amarantus Acquires Exclusive Option to License Alzheimer's Therapeutic IP of Dr. Thomas Arendt From University of Leipzig

 

SAN FRANCISCO and GENEVA, Aug. 1, 2014 (GLOBE NEWSWIRE) -- Amarantus Bioscience Holdings, Inc. (AMBS), a biotechnology company focused on the discovery and development of novel diagnostics and therapeutics related to endoplasmic reticulum stress, cell cycle dysregulation, neurodegeneration and apoptosis, today announced that it has acquired an exclusive option to license the intellectual property surrounding the therapeutic concepts of Dr. Thomas Arendt from the University of Leipzig that were presented at the 3^rd Alzheimer's focused Coalition for Concussion Treatment Summit. Under the terms of the agreement, the Company and the University of Leipzig will have 12 months to negotiate a definitive license agreement, and the Company will work with Dr. Arendt to establish a Sponsored Research Agreement to outline the advancement of the therapeutic strategies into human clinical development.

 

"We are extremely pleased to enter into this agreement that further positions Amarantus within the cell cycle dysregulation field in Alzheimer's disease," said Gerald E. Commissiong, President & CEO of Amarantus. "We believe new concepts and ideas are required to make progress in treating this devastating disorder, and we believe Dr. Arendt's pioneering work that led to LymPro also has therapeutic applications. We look forward to working with the University to execute definitive agreements."

 

Dr. Arendt has filed international patent applications on the concepts of modulating the expression of P16 in the brains of patients of Alzheimer's disease using gene therapy. P16 is a cell cycle protein that assists in maintaining and nurturing synaptic connections that is hypothesized to be at the root of Alzheimer's pathology. The Company is currently developing an Alzheimer's blood diagnostic LymPro Test(R) capable of identifying cell cycle dysregulation by harvesting peripheral blood lymphocytes. This option agreement opens the possibility of a targeted therapeutic on those Alzheimer's patients that have tested positive for LymPro.

 

About Alzheimer's disease

 

It is estimated that over 5.4 million people in the United States suffer from Alzheimer's disease and over 500,000 patients are diagnosed annually, with nearly one in eight older Americans affected by the disease. Alzheimer's is the third leading cause of death in the United States. The estimated cost of unpaid care in the United States is estimated at over $210 billion annually and the total payments for care are estimated at over $200 billion annually, including $140 billion in cost to Medicare and Medicaid. It is estimated that the cost to the United States will exceed $1.4 trillion by 2050.

 

 

About Amarantus BioScience Holdings, Inc.

 

Amarantus BioScience Holdings (AMBS) is a biotechnology company developing treatments and diagnostics for diseases associated with neurodegeneration and protein misfolding-related apoptosis. AMBS has licensed Eltoprazine ("Eltoprazine"), a phase 2b ready small molecule indicated for Parkinson's Levodopa induced dyskinesia and Adult ADHD. AMBS has an exclusive worldwide license to the Lymphocyte Proliferation test ("LymPro Test(R)") for Alzheimer's disease and owns the intellectual property rights to a therapeutic protein known as Mesencephalic-Astrocyte-derived Neurotrophic Factor ("MANF") and is developing MANF-based products as treatments for brain disorders. AMBS also owns intellectual property for the diagnosis of Parkinson's disease ("NuroPro") and the discovery of neurotrophic factors ("PhenoGuard"). Amarantus operations are located at Janssen Labs @QB3 in San Francisco, CA. For further information please visit www.Amarantus.com, or connect with the Company on Facebook, LinkedIn, Twitter and Google+.

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements." These forward-looking statements generally are identified by the words believes," project," expects," anticipates," estimates," intends," strategy," plan," may," will," would," will be," will continue," will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Contact:

 

Amarantus Bioscience Holdings, Inc.:
Aimee Boutcher, Investor Relations
408.737.2734 x 101
ir@amarantus.com