Current Report Filing (8-k)
December 07 2015 - 4:50PM
Edgar (US Regulatory)
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 4, 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 1.01 Entry Into a Material Definitive
Agreement.
Series H Preferred Stock and Warrants
On December 4, 2015,
Amarantus BioScience Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the
“Series H SPA”) with certain investors for the sale of 242 (including 10% OID) shares of the
Company’s 12% Series H Preferred Stock (the “Series H Preferred Stock”) and a warrant to purchase 102,850
shares of common stock (the “RD Warrant” and together with the Series H Preferred Stock, the
“Securities”) in a registered direct offering (the “RD Offering”), subject to customary closing
conditions. The gross proceeds to the Company from the RD Offering were $220,000. Each share of Series H Preferred
Stock has a stated value of $1,000 and is convertible into shares of common stock at an initial conversion price of the lower
of (i) $2.50, subject to adjustment and (ii) 75%, subject to adjustment, of the lowest volume weighted average price, or
VWAP, during the fifteen (15) Trading Days immediately prior to the date a conversion notice is sent to the Company by a
holder, at any time at the option of the holder.
The RD Warrant is exercisable
at any time on or after the earlier to occur of (i) all shares of common stock underlying the RD Warrant are registered for resale
under the Securities Act of 1933, and (ii) the date six (6) months from December 4, 2015 (the earlier to occur of (i) and (ii),
the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial
Exercise Date at an exercise price of $2.00 per share.
The
Securities were issued pursuant to a prospectus supplement dated December 7, 2015 filed with the Securities and Exchange
Commission on December 7, 2015, in connection with a takedown from the Registration Statement on Form S-3 (File
No. 333-203845), which was declared effective by the SEC on May 22, 2015.
Item
5.07 Submission of
Matters to a Vote of Security Holders
On
December 7, 2015, Amarantus Bioscience Holdings, Inc. (the “Company”) held a Special Meeting of Stockholders
(the “Special Meeting”). An aggregate of 10,091,744.46 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 November 4, 2015, as supplemented, are as follows:
Proposal
1. The adoption of an amendment to the Company’s Articles of Incorporation to increase the authorized number of
shares of common stock to 150,000,000 from 35,000,000 was ratified and approved by the stockholders by the votes set forth in
the table below:
For |
|
Against |
|
Abstain |
|
Broker Non Vote |
|
8,557,177.46 |
|
1,502,348 |
|
32,219 |
|
0 |
|
Proposal
2. The adoption of an amendment to the Company’s 2014 Stock Plan to increase the number of shares of common stock
authorized for issuance thereunder from 1,025,868 to 7,500,000 was ratified and approved by the stockholders by the votes
set forth in the table below:
For |
|
Against |
|
Abstain |
|
Broker Non Vote |
|
4,990,876.46 |
|
967,182 |
|
78,399 |
|
0 |
|
Item
8.01 Other Items
On
December 1, 2015, the Company entered into lock-up agreements with certain institutional holders of its Series H
Convertible Preferred Stock pursuant to which such holders have agreed to restrict their trading of shares of common stock
underlying the Series H Convertible Preferred Stock under certain circumstances until January 8, 2016.
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:
December 7, 2015 |
By: |
/s/
Gerald E. Commissiong |
|
Name:
|
Gerald E. Commissiong |
|
Title: |
Chief Executive Officer |
3
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