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): September 2, 2015

 

 

 

AMARANTUS BIOSCIENCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada	000-55016	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 5.07 Submission of Matters to a Vote of Security Holders

 

On September 2, 2015, Amarantus Bioscience Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).  An aggregate of 6,355,474 shares held by holders of the Company’s voting stock , constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on July 21, 2015, as supplemented, are as follows:

 

Proposal 1.  All of the six (6) nominees for director were elected to serve until the 2016 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the eight (8) directors was as follows:

 

Directors		For		Against		Abstain	Broker Non Vote
Gerald E. Commissiong		5,718,696		0		636,778	0
Dr. John W. Commissiong		6,161,979		0		193,495	0
Robert L. Harris		6,165,496		0		189,978	0
Dr. David A. Lowe		6,192,619		0		162,855	0
Donald Huffman		6,192,347		0		163,127	0
Dr. Joseph Rubinfeld		6,159,487		0		195,987	0

 

Proposal 2. The appointment of Marcum, LLP as the Company’s independent registered public accounting firm for its fiscal year ended December 31, 2015 was ratified and approved by the stockholders by the votes set forth in the table below:

 

For		Against		Abstain		Broker Non Vote
6,249,398		78,812		27,264		0

 

Proposal 3.  The adoption of an amendment to the Company’s Articles of Incorporation to increase the authorized number of shares of common stock to 35,000,000 from 13,333,334 was ratified and approved by the stockholders by the votes set forth in the table below:

 

For		Against		Abstain		Broker Non Vote
5,602,502		710,547		42,425		0

  

The Company issued a press release with respect to the foregoing, a copy of which is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release dated September 3, 2015

 

 

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: September 3, 2015	By:	/s/ Gerald E. Commissiong
		Name: Gerald E. Commissiong
		Title: Chief Executive Officer

  

 

Exhibit 99.1

  

Amarantus Announces Results of Annual Meeting

 

SAN FRANCISCO, CA, and GENEVA, SWITZERLAND – September 3, 2015 – Amarantus BioScience Holdings, Inc. (OTCQX: AMBS), a biotechnology company developing therapeutic and diagnostic product candidates in orphan indications and neurology, announced that at its 2015 Annual Meeting of Stockholders held yesterday in New York, New York, the stockholders approved the election of Gerald Commissiong, Dr. John Commissiong, Robert Harris, Donald Huffman, Dr. David Lowe, and Dr. Joseph Rubinfeld to the Amarantus Board of Directors, ratified the appointment of Marcum LLP as the Company's independent auditors for the year ending December 31, 2015, and approved an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized shares of common stock from 13,333,334 to 35,000,000.

 

About Amarantus BioScience Holdings, Inc.

Amarantus BioScience Holdings (OTCQX: AMBS) is a biotechnology company developing treatments and diagnostics for diseases in the areas of neurology and orphan diseases. AMBS’ Therapeutics division has development rights to eltoprazine, a small molecule currently in a Phase 2b clinical program for Parkinson's disease levodopa-induced dyskinesia with the potential to expand into adult ADHD and Alzheimer’s aggression. The Company has an exclusive worldwide license to intellectual property rights associated to Engineered Skin Substitute (ESS), an orphan drug designated autologous full thickness skin replacement product in development for the treatment of severe burns currently preparing to enter Phase 2 clinical studies. AMBS owns the intellectual property rights to a therapeutic protein known as mesencephalic-astrocyte-derived neurotrophic factor (MANF) and is developing MANF as a treatment for orphan ophthalmic disorders, initially in retinitis pigmentosa (RP). AMBS also owns the discovery of neurotrophic factors (PhenoGuard^™) that led to MANF’s discovery.

 

AMBS’ Diagnostics division owns the rights to MSPrecise^®, a proprietary next-generation DNA sequencing (NGS) assay for the identification of patients with relapsing-remitting multiple sclerosis (RRMS), and has an exclusive worldwide license to the Lymphocyte Proliferation test (LymPro Test^®) for Alzheimer's disease, which was developed by Prof. Thomas Arendt, Ph.D., from the University of Leipzig, and owns further intellectual property for the diagnosis of Parkinson's disease (NuroPro^®).

 

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

 

Source: Amarantus Bioscience Holdings, Inc.

 

 

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