As filed with the Securities and Exchange
Commission on December 16, 2014
Registration No. ________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Amarantus BioScience Holdings, Inc.
(Exact name of registrant as specified in
its charter)
Nevada |
26-0690857 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
655 Montgomery Street, Suite 900
San Francisco, CA 94111
(Address of principal
executive offices) (Zip Code)
2008 Stock Plan
(Full
title of the plan)
Gerald Commissiong
Chief Executive Officer
655 Montgomery Street, Suite 900
San Francisco, CA 94111
(Name and Address of
agent for service)
(408) 737-2734
(Telephone number, including area code,
of agent for service)
With a copy to:
Jeff Fessler, Esq.
Marcelle Balcombe, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Telephone: (212) 930-9700
Fax: (212) 930-9725
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer ¨ |
Accelerated filer ¨ |
Non-accelerated filer ¨ |
Smaller Reporting Company x |
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | |
Amount to be Registered | | |
Proposed
Maximum Offering
Price Per Share | | |
Proposed Maximum Aggregate Offering Price | | |
Amount of Registration
Fee | |
| |
| | |
| | |
| | |
| |
Common Stock, $0.001 par value | |
| 18,619,832 | (1) | |
$ | 0.08 | (2) | |
$ | 1,489,587 | | |
$ | 173.09 | |
(1) |
Represents shares of common stock issuable pursuant to the Company’s 2008 Stock Plan, as amended. |
|
|
(2) |
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) of the Securities Act of 1933, as amended, using the last sale price reported on the OTC Markets on December 10, 2014. |
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration
Statement is being filed in order to register 18,619,832 additional shares of common stock, $0.001 par value per share, of Amarantus
Bioscience Holdings, Inc., underlying options to various employees, directors and consultants, with respect to a currently effective
Registration Statement on Form S-8 relating to its 2008 Stock Plan, as amended. The contents of the Registration Statement on Form
S-8 as filed on November 30, 2011, March 1, 2013 and January 17, 2014, respectively, Registration No. 333-178113, 333-186995, and
333-193435, respectively, are incorporated by reference into this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The documents containing the information
specified in Item 1 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act"). Such documents are not required to be and are not filed with the Securities and Exchange
Commission (the "SEC") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part
II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
| Item 2. | Registrant Information and Employee Plan Annual Information. |
We will provide to each Recipient a written
statement advising of the availability of documents incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a) prospectus) and of documents required to be delivered pursuant
to Rule 428(b) under the Securities Act without charge and upon written or oral request by contacting:
Gerald Commissiong
Chief Executive Officer
655 Montgomery Street, Suite 900
San Francisco, CA 94111
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by
Reference.
The Registrant hereby incorporates by reference
into this Registration Statement the documents listed below. In addition, all documents subsequently filed pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing
of such documents:
| · | The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the Commission on April 21,
2014. |
| · | The
Registrant’s amended Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the Commission on
April 22, 2014. |
| · | The
Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 filed with the Commission on May
20, 2014. |
| · | The
Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 filed with the Commission on August
15, 2014. |
| · | The Registrant’s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2014 filed with the Commission on November 7, 2014 |
| · | The Registrant’s Current report on Form 8-K filed with the Commission
on January 14, 2014. |
| · | The Registrant’s Current report on Form 8-K filed with the Commission
on January 17, 2014. |
| · | The Registrant’s Current report on Form 8-K filed with the Commission
on February 3, 2014. |
| · | The Registrant’s Current report on Form 8-K filed with the Commission
on February 19, 2014. |
| · | The Registrant’s Current report on Form 8-K filed with the Commission
on March 6, 2014. |
| · | The Registrant’s Current report on Form 8-K filed with the Commission
on March 13, 2014. |
| · | The Registrant’s Current report on Form 8-K filed with the Commission
on March 31, 2014. |
| · | The Registrant’s Current report on Form 8-K filed with the Commission
on April 3, 2014. |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on April 29, 2014. |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on May 5, 2014. |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on May 21, 2014. |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on June 24, 2014 |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on July 2, 2014. |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on July 7, 2014. |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on July 9, 2014. |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on July 28, 2014. |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on August 6, 2014. |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on August 11, 2014. |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on August 27, 2014. |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on August 29, 2014. |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on September 2, 2014. |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on September 24, 2014. |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on September 30, 2014. |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on October 6, 2014. |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on October 10, 2014. |
| · | The Registrant’s Current report on Form 8-K filed with the Commission
on November 14, 2014 |
| · | The
Registrant’s Current report on Form 8-K filed with the Commission on November 17, 2014 |
| · | The Registrant’s Current report on Form 8-K filed with the Commission on November 18, 2014 |
| · | The Registrant’s Current report on Form 8-K filed with the Commission
on November 24, 20014 |
| · | The Registrant’s Current report on Form 8-K filed with the Commission
on December 8, 2014 |
| · | The
description of our common stock set forth in our registration statement on Form 8-A (Registration No. 000-55016) filed with the
SEC under Section 12(g) of the Securities Exchange Act of 1934, as amended, on August 2, 2013, including any amendments or reports
filed for the purpose of updating such description. |
We will provide to each person, including any beneficial owner,
to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are
incorporated by reference into this prospectus. Requests should be directed to our CEO, Gerald Commissiong.
Any statement contained in a document incorporated, or deemed
to be incorporated, by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this Registration Statement or incorporated by reference, or
in any other subsequently filed document that also is or is deemed to be incorporated by reference, modifies or supersedes the
statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
In addition, all documents we subsequently file pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
You may request a copy of these filings at no cost, by writing
or telephoning us at the following address or telephone number:
Gerald Commissiong
Chief Executive Officer
655 Montgomery Street, Suite 900
San Francisco, CA 94111
(408) 737-2734
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and
Counsel.
Not Applicable.
Item 6. Indemnification of Directors
and Officers.
Section 78.7502(1) of the Nevada Revised Statutes provides that
a corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative (except in an action brought by
or on behalf of the corporation) if that person is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by that person
in connection with such action, suit or proceeding, if that person acted in good faith and in a manner which that person reasonably
believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceedings,
had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, alone, does not create a presumption that the person
did not act in good faith and in a manner which the person reasonably believed to be in, or not opposed to, the best interests
of the corporation, and that, with respect to any criminal action or proceeding, the person had reasonable cause to believe his
action was unlawful.
Section 78.7502(2) of the Nevada Revised Statutes provides that
a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit brought by or on behalf of the corporation to procure a judgment in its favor because the person acted
in any of the capacities set forth above, against expenses, including amounts paid in settlement and attorneys' fees, actually
and reasonably incurred by that person in connection with the defense or settlement of such action or suit, if the person acted
in accordance with the standard set forth above, except that no indemnification may be made in respect of any claim, issue or matter
as to which such person shall have been adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom
to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court
in which such action or suit was brought or other court of competent jurisdiction determines that, in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Section 78.7502(3) of the Nevada Revised Statutes further provides
that, to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections 1 and 2 thereof, or in the defense of any claim, issue or matter therein,
that person shall be indemnified by the corporation against expenses (including attorneys' fees) actually and reasonably incurred
by that person in connection therewith.
Section 78.751 of the Nevada Revised Statutes provides that
unless indemnification is ordered by a court, the determination to provide indemnification must be made by the stockholders, by
a majority vote of a quorum of the board of directors who were not parties to the action, suit or proceeding, or in specified circumstances
by independent legal counsel in a written opinion. In addition, the articles of incorporation, bylaws or an agreement made by the
corporation may provide for the payment of the expenses of a director or officer of the expenses of defending an action as incurred
upon receipt of an undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that the
person is not entitled to indemnification. Section 78.751 of the Nevada Revised Statutes further provides that the indemnification
provided for therein shall not be deemed exclusive of any other rights to which the indemnified party may be entitled and that
the scope of indemnification shall continue as to directors, officers, employees or agents who have ceased to hold such positions,
and to their heirs, executors and administrators.
Section 78.752 of the Nevada Revised Statutes provides that
a corporation may purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against
any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not
the corporation would have the authority to indemnify him against such liabilities and expenses.
Our Articles of Incorporation,
as amended, provide that except as otherwise provided in Nevada Revised Statutes Section 35.230, 90.660, 91.250, 452.200, 452.270,
668.045 and 694A.030, a director or officer is not individually liable to the Company, its stockholders or its creditors for any
damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that: (a) his act
or refusal to act constituted a breach of his fiduciary duties as a director or officer; and (b) his breach of those duties involved
intentional misconduct, fraud or a knowing violation of law.
Item 7. Exemption from Registration
Claimed.
Not Applicable
Item 8. Exhibits.
Exhibit
Number |
|
Description |
4.1 |
|
2008 Stock Plan (Filed as an exhibit to the Company’s current report on Form 8-K filed on May 27, 2011) |
4.2 |
|
First Amended Stock Option Plan (Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on November 30, 2011) |
4.3 |
|
Amendments to 2008 Stock Plan, as amended (Filed as Appendices B and C to the Company’s definitive Proxy Statement pursuant to Section 14(a) filed with the Securities and Exchange Commission on August 19, 2014) |
5.1 |
|
Opinion of Sichenzia Ross Friedman Ference LLP |
23.1 |
|
Consent of Marcum LLP |
23.2 |
|
Consent of Silberstein Ungar, PLLC |
23.3 |
|
Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1) |
24.1 |
|
Powers of Attorney (included on signature page) |
_______________
Item 9. Undertakings.
(a) The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in
the “Calculation of Registration Fee” table in the effective registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information
in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of
a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of San Francisco, California, on December 16, 2014.
AMARANTUS BIOSCIENCE HOLDINGS, INC. |
|
|
|
/s/ Gerald E. Commissiong |
|
Name: Gerald E. Commissiong |
|
Title: Chief Executive Officer |
|
(Principal Executive Officer) |
|
|
|
/s/ Robert Farrell |
|
Name: Robert Farrell |
|
Title: Chief Financial Officer |
|
(Principal Financial and |
|
Accounting Officer) |
|
POWER OF ATTORNEY
Each person whose signature appears below
hereby constitutes and appoints Gerald Commissiong, his or her true and lawful attorney-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) and additions to this Registration Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and
agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the
date indicated:
SIGNATURE |
|
TITLE |
|
DATE |
|
|
|
|
|
/s/ Gerald Commissiong |
|
|
|
|
Gerald Commissiong |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
December 16, 2014 |
|
|
|
|
|
/s/ Robert Farrell |
|
|
|
|
Robert Farrell |
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
|
December 16, 2014 |
|
|
|
|
|
|
|
|
|
|
John Commissiong |
|
Chief Scientific Officer and Director |
|
December 16, 2014 |
/s/ Robert Harris |
|
|
|
|
Robert Harris |
|
Director |
|
December 16, 2014 |
|
|
|
|
|
/s/ Dr. David A. Lowe |
|
|
|
|
David Lowe |
|
Director |
|
December 16, 2014 |
|
|
|
|
|
|
|
|
|
|
Donald D. Huffman |
|
Director |
|
December 16, 2014 |
|
|
|
|
|
/s/ Iain Ross |
|
|
|
|
Iain Ross |
|
Director |
|
December 16, 2014 |
|
|
|
|
|
/s/ Dr. Jospeh Rubinfeld |
|
|
|
|
Dr. Joseph Rubinfeld |
|
Director |
|
December 16, 2014 |
EXHIBIT INDEX
Exhibit Number |
|
Description |
4.1 |
|
2008 Stock Plan (Filed as an exhibit to the Company’s current report on Form 8-K filed on May 27, 2011) |
4.2 |
|
First Amended Stock Option Plan (Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on November 30, 2011) |
4.3 |
|
Amendments to 2008 Stock Plan, as amended (Filed as Appendices B and C to the Company’s definitive Proxy Statement pursuant to Section 14(a) filed with the Securities and Exchange Commission on August 19, 2014) |
5.1 |
|
Opinion of Sichenzia Ross Friedman Ference LLP |
23.1 |
|
Consent of Marcum LLP |
23.2 |
|
Consent of Silberstein Ungar, PLLC |
23.3 |
|
Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1) |
Exhibit 5.1
SICHENZIA ROSS
FRIEDMAN FERENCE LLP
61 Broadway, 32nd Floor
New York, N.Y.
10006
Telephone: (212)
930-9700
Facsimile: (212)
930-9725
December 16, 2014
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: |
Amarantus BioScience Holdings, Inc. |
|
Form S-8 Registration Statement |
Ladies and Gentlemen:
We refer to the
above-captioned registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933,
as amended (the “Act”), being filed by Amarantus BioScience Holdings, Inc., a Nevada corporation (the “Company”),
with the Securities and Exchange Commission.
We have examined
the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the
Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted
to us as certified copies or photocopies and the authenticity of the originals of such latter documents.
Based on our examination
mentioned above, we are of the opinion that the shares of common stock being issued pursuant to the Registration Statement, will
be, when so issued, duly authorized, legally and validly issued, fully paid and non-assessable.
We hereby consent
to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the
Securities and Exchange Commission.
/s/ Sichenzia Ross Friedman Ference
LLP
Sichenzia Ross Friedman Ference LLP
Exhibit 23.1
Independent
Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference
in this Registration Statement of Amarantus Bioscience Holdings, Inc. on Form S-8 of our report, which includes an explanatory
paragraph as to the Company’s ability to continue as a going concern, dated April 21, 2014, with respect to our audit of
the consolidated financial statements of Amarantus Bioscience Holdings, Inc. as of December 31, 2013 and for the year then
ended appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2013.
/s/ Marcum llp
New York, NY
December 12, 2014
Exhibit 23.2
Silberstein
Ungar, PLLC CPAs and Business Advisors
Phone
(248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
December 12, 2014
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Board of Directors
Amarantus Bioscience
Holdings, Inc.
655 Montgomery Street, Suite 900
San Francisco, CA 94111
To Whom It May Concern:
Silberstein Ungar, PLLC, hereby consents
to the incorporation by reference in the Form S-8, Registration Statement Under the Securities Act of 1933, filed by Amarantus
BioScience Holdings, Inc., of our report dated April 16, 2013, relating to the financial statements of Amarantus BioScience Holdings,
Inc., as of and for the year ending December 31, 2012 and for the period from January 14, 2008 (inception) to December 31, 2012.
Sincerely,
/s/ Silberstein Ungar, PLLC
Silberstein Ungar, PLLC
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