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): August 29, 2014

 

 

 

AMARANTUS BIOSCIENCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada	000-555016	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective August 29, 2014, Iain Ross was appointed as a director and Chairman of the Audit Committee of the Board of Directors of Amarantus Bioscience Holdings, Inc. (the “Company”).

 

Following a career with multi-national companies including Sandoz, Fisons plc and Hoffman La Roche, Mr Ross joined the Board of Celltech Group plc in 1991 and was responsible for building Celltech Biologics, the contract manufacturing division which was later sold to Alusuisse Lonza. For the last 18 years he has undertaken a number of start-ups and development stage companies as a board member on behalf of private equity groups and banks, including Quadrant Healthcare plc, Allergy Therapeutics Ltd, Eden Biodesign Ltd, Phadia AB and Silence Therapeutics plc.

 

Currently Mr. Ross is Chairman of the Board of Ark Therapeutics Group PLC and Biomer Technology Ltd, and is also a Non-Executive Director of Benitec Biopharma Limited , Novogen Limited and Tissue Therapies Ltd each of which is traded on the Australian Securities Exchange. He is a Qualified Chartered Director of the UK Institute of Directors and Vice Chairman of the Council of Royal Holloway, University of London.

 

Mr. Ross has no family relationship with any of the executive officers or directors of the Company.  There are no arrangements or understandings between Mr. Ross and any other person pursuant to which he was appointed as a director of the Company.

 

A copy of the Company’s press release announcing Mr. Ross’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1

Press Release dated August 29, 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 29, 2014			By:	/s/ Gerald E. Commissiong
				Name: Gerald E. Commissiong
				Title: Chief Executive Officer

 

 

Exhibit 99.1

 

Amarantus Appoints Iain Ross to Board of Directors

 

San Francisco, CA and Geneva, SWITZERLAND – August 29, 2014 - Amarantus Bioscience Holdings, Inc. (OTCQB: 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 the appointment of Mr. Iain Ross to the Company’s Board of Directors, Mr. Ross brings over 30 years of biopharmaceutical industry experience to Amarantus across executive management, investment and directorship roles.

 

“Amarantus is poised to become a leading company on the cutting edge of neurodegenerative disease diagnostic and drug development,” said Iain Ross, a newly-appointed member of the Amarantus Board of Directors. “The Company has made several key strategic decisions in the last 2 years that have led to significant appreciation in shareholder value and scientific creditability. As the Company continues on this trajectory, I believe I will be able to bring significant experience and expertise in strategic planning and execution that will pave the way for continued shareholder value creation. I am extremely pleased to be joining Amarantus as it works toward listing its common shares on a national stock exchange in the United States.”

 

Following a career with multi-national companies including Sandoz, Fisons plc and Hoffman La Roche, Mr Ross joined the Board of Celltech Group plc in 1991 and was responsible for building Celltech Biologics, the contract manufacturing division which was later sold to Alusuisse Lonza. For the last 18 years he has undertaken a number of start-ups and development stage companies as a board member on behalf of private equity groups and banks, including Quadrant Healthcare plc, Allergy Therapeutics Ltd, Eden Biodesign Ltd, Phadia AB and Silence Therapeutics plc.

 

Currently he is Chairman of the Board of Ark Therapeutics Group PLC and Biomer Technology Ltd, and is also a Non-Executive Director of Benitec Biopharma Limited , Novogen Limited and Tissue Therapies Ltd each of which is traded on the Australian Securities Exchange. He is a Qualified Chartered Director of the UK Institute of Directors and Vice Chairman of the Council of Royal Holloway, University of London.

 

“Mr. Ross has an extensive background in biologic drug development, and strategic corporate transactions that have led to significant accretion of shareholder value,” said Gerald E. Commissiong, President & CEO of Amarantus. “As we continue on our path to build a world class company, we believe adding Iain’s leadership to our Board, along with his extensive network in Europe and Australia, will bolster our position as a leading emerging growth company and broaden our transactional purview.”

 

About Amarantus BioScience Holdings, Inc.

Amarantus is a biotechnology company developing treatments and diagnostics for diseases associated with neurodegeneration and protein misfolding-related apoptosis. The Company has licensed Eltoprazine a phase 2b ready indication for Parkinson's Levodopa induced dyskinesia. The Company 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. Amarantus is a Founding Member of the Coalition for Concussion Treatment (#C4CT), a movement initiated in collaboration with Brewer Sports International seeking to raise awareness of new treatments in development for concussions and nervous-system disorders. The Company also owns intellectual property for the diagnosis of Parkinson's disease ("NuroPro") and the discovery of neurotrophic factors ("PhenoGuard"). For further information please visit www.Amarantus.com, or connect with the Company on Facebook, LinkedIn, Twitter and Google+.

 

 

CONTACTS

 

Amarantus Bioscience Holdings, Inc.:

 

Robert Farrell

Chief Financial Officer

408.737.2734 x 102

 

and

 

Aimee Boutcher

Investor Relations

408.737.2734 x 101

ir@amarantus.com

 

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.