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):
December 5, 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.) |
655 Montgomery Street
Suite 900
San Francisco, CA |
94111 |
(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 December
5, 2014, Joseph Rubinfeld, Ph.D. was appointed as a director of the Board of Directors of Amarantus Bioscience Holdings, Inc. (the
“Company”).
Dr. Rubinfeld is currently a Board member
of Regenicin, Inc. and CytRx Corporation. Earlier in his career, Dr Rubinfeld served 12 years at Bristol Myers, where in addition
to developing Amoxicillin and Cephadroxil, he was instrumental in licensing their original anti-cancer line of products, including
Mitomycin, Etoposide, and Bleomycin. Dr. Rubinfeld is also credited with making a major scientific and public health contribution
to society by inventing the first ever synthetic biodegradable detergent. In 1980, Dr. Rubinfeld was one of four co-founders of
Amgen, Inc. and served as its Chief of Operations, where one of his primary efforts was the prioritization of erythropoietin (EPO)
in Amgen’s pipeline due to its initial commercialization pathway under the Orphan Drug Act. In 1984, Dr. Rubinfeld won the
prestigious Common Wealth Award for Science and Invention, which was a testament to his prowess for achieving major inventions,
represented by the numerous patents obtained during his distinguished career. In 1991 he co-founded SuperGen, Inc., where he served
as President and Chief Executive Officer until 2003 and as a Board member until 2005. He has also served as an advisor or Board
member to a number of companies including AVI BioPharma and Quark Pharmaceuticals. Dr. Rubinfeld received a B.S. degree in chemistry
from C.C.N.Y. and M.A. and Ph.D. in chemistry from Columbia University.
Dr. Rubinfeld has no family relationship
with any of the executive officers or directors of the Company. There are no arrangements or understandings between
Dr. Rubinfeld 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 Dr. Rubinfeld’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 December 8, 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.
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AMARANTUS BIOSCIENCE HOLDINGS, INC. |
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Date: December 8, 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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Exhibit 99.1
Amarantus
Appoints Renowned Drug Development Expert and Co-Founder of Amgen, Joseph Rubinfeld, Ph.D., to its Board of Directors
SAN FRANCISCO, CA and GENEVA, SWITZERLAND – December 8,
2014 - Amarantus BioScience Holdings, Inc. (OTCQB: AMBS), a
biotechnology company focused on the development of diagnostics and therapeutic products in the areas of neurology, psychiatry,
ophthalmology and regenerative medicine, announced the appointment of Joseph Rubinfeld, Ph.D. to its Board of Directors. Dr. Rubinfeld
is a renowned expert in the field of drug development, and a co-founder of Amgen, one of the most successful companies in the history
of the biotechnology industry. Dr. Rubinfeld brings more than 40 years of biopharmaceutical leadership experience to Amarantus’
Board of Directors.
“I am thrilled to be joining Amarantus’ Board of
Directors, a company which I believe is poised for tremendous success in the years ahead,” stated Dr. Rubinfeld. “With
its robust portfolio approach to products in development, the opportunities for the company are extraordinary.”
“MANF, which was discovered via Amarantus’ proprietary
protein discovery platform PhenoGuard, may become one of the most important medical advancements in the history of the biopharmaceutical
industry to-date, and has a potentially accelerated regulatory pathway to market under the Orphan Drug Act,” Dr. Rubinfeld
continued. “PhenoGuard, itself, could become one of the most valuable drug discovery platforms in the industry by yielding
a plethora of additional novel neurotrophic factors. Furthermore, the company’s product candidate Eltoprazine, which is about
to enter Phase 2b clinical testing, has the potential to be extremely important in addressing an ever-growing, unmet need in Parkinson's
disease treatment.”
“Just as importantly, I am excited by the opportunity
to play a key role in the development and commercialization of ESS-W under the Orphan Drug Act, which has the potential to be a
revolutionary product in the treatment of severe burns. Finally, the company’s Alzheimer’s blood diagnostic LymPro
Test® is slated to become the world’s first effective Alzheimer’s blood test, expected to establish
a market leading position under the Clinical Laboratory Improvement Amendments, and will be available before the end of 2014 for
Investigational Use Only to assist the biopharmaceutical industry in its therapeutic Alzheimer’s development programs.”
“Amarantus is extremely well-positioned for an exciting
road ahead, and I am delighted to have the opportunity to contribute my extensive knowledge and experience at this important time
for the company,” Dr. Rubinfeld concluded.
Dr. Rubinfeld is currently a Board member of Regenicin, Inc.
and CytRx Corporation. Earlier in his career, Dr Rubinfeld served 12 years at Bristol Myers, where in addition to developing Amoxicillin
and Cephadroxil, he was instrumental in licensing their original anti-cancer line of products, including Mitomycin, Etoposide,
and Bleomycin. Dr. Rubinfeld is also credited with making a major scientific and public health contribution to society by inventing
the first ever synthetic biodegradable detergent. In 1980, Dr. Rubinfeld was one of four co-founders of Amgen, Inc. and served
as its Chief of Operations, where one of his primary efforts was the prioritization of erythropoietin (EPO) in Amgen’s pipeline
due to its initial commercialization pathway under the Orphan Drug Act. In 1984, Dr. Rubinfeld won the prestigious Common Wealth
Award for Science and Invention, which was a testament to his prowess for achieving major inventions, represented by the numerous
patents obtained during his distinguished career. In 1991 he co-founded SuperGen, Inc., where he served as President and Chief
Executive Officer until 2003 and as a Board member until 2005. He has also served as an advisor or Board member to a number of
companies including AVI BioPharma and Quark Pharmaceuticals. Dr. Rubinfeld received a B.S. degree in chemistry from C.C.N.Y. and
M.A. and Ph.D. in chemistry from Columbia University.
"We are honored to have Dr. Rubinfeld join our Board of
Directors," commented Gerald E. Commissiong, President and CEO of Amarantus. “Dr. Rubinfeld is joining Amarantus at
a particularly propitious time as we prepare for what we anticipate will be a time of important growth and achievement. Few scientists
have been able to successfully crossover into the business realm and deliver extraordinary value to shareholders from their contributions
to medicine, and I firmly believe Dr. Rubinfeld’s perspective on value creation and portfolio management will give our management
team a competitive advantage when it comes to strategically building value for Amarantus and its shareholders.”
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 disease Levodopa
induced dyskinesia and Adult ADHD. AMBS has an exclusive worldwide license to the Lymphocyte Proliferation test ("LymPro
Test®"), which was developed by Prof. Thomas Arendt, Ph.D. from the University of Leipzig, 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 and ophthalmic disorders. AMBS also owns intellectual property for
the diagnosis of Parkinson's disease ("NuroPro") and the discovery of neurotrophic factors ("PhenoGuard™").
In November 2014, AMBS entered into an exclusive option agreement with Lonza Walkersville, Inc., a subsidiary of Lonza Group Ltd.,
to acquire Cutanogen Corporation, a subsidiary of Lonza Walkersville, to develop Engineered Skin Substitute (ESS-W), an autologous
skin replacement product for the treatment of Stage 3 and Stage 4 intractable severe burns. For further information please visit
www.Amarantus.com, or connect with the Company on Facebook,
LinkedIn, Twitter and Google+.
Forward-Looking Statements
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.
Investor and Media Contact:
Jenene Thomas
Jenene Thomas Communications, LLC
Investor Relations and Corporate Communications Advisor
T: (US) 908.938.1475
E: jenene@jenenethomascommunications.com
Shareholder Contact:
Aimee Boutcher, Investor Relations
T: (US) 408.737.2734 x 101
E: ir@amarantus.com
Media Contact:
Planet Communications
Deanne Eagle, Media Contact
T: (US) 917.837.5866
Source: Amarantus Bioscience Holdings, Inc.
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