UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements
Filed Pursuant to Rules 13d-1(b), (c)
and (d) and Amendments Thereto Filed
Pursuant to Rule 13d-2
(AMENDMENT NO. ___)*
Amarantus Bioscience Holdings, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
02300U205
(CUSIP Number)
December 22, 2015
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
* The remainder
of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The information
required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 7 Pages
CUSIP
No. 02300U205 |
13G |
Page
2 of 7 Pages |
1 |
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gemini
Master Fund, Ltd. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
1,905,601 |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,905,601 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,905,601 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% |
12 |
TYPE
OF REPORTING PERSON*
CO |
|
|
|
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 02300U205 |
13G |
Page
3 of 7 Pages |
1 |
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gemini
Strategies LLC, Inc. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
1,905,601 |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,905,601 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,905,601 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% |
12 |
TYPE
OF REPORTING PERSON*
CO |
|
|
|
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 69208T 101 |
13G |
Page
4 of 7 Pages |
1 |
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven
Winters |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
1,905,601 |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,905,601 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,905,601 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% |
12 |
TYPE
OF REPORTING PERSON*
IN |
|
|
|
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 02300U205 |
13G |
Page
5 of 7 Pages |
Item
1(a). |
Name
of Issuer: |
Amarantus Bioscience Holdings, Inc.
Item
1(b). |
Address
of Issuer's Principal Executive Offices: |
655 Montgomery Street, Suite
900
San Francisco, CA
Item
2(a). |
Name
of Persons Filing: |
Gemini
Master Fund, Ltd,
Gemini
Strategies LLC, Inc.
Steven
Winters
All
of the securities covered by this report are owned directly by Gemini Master Fund, Ltd. Gemini Strategies LLC, Inc. is the investment
manager of Gemini Master Fund, Ltd., and Steven Winters is the president of Gemini Strategies LLC, Inc. As permitted by Rule 13d-4,
the filing of this statement shall not be construed as an admission that either Gemini Strategies LLC, Inc. or Steven Winters
is the beneficial owner of any of the securities covered by this statement, and each of Gemini Strategies LLC, Inc. and Steven
Winters expressly disclaims any equitable or beneficial ownership of such securities.
Item
2(b). |
Address
of Principal Business Office or, if none, Residence: |
Address
for all filers: c/o Gemini Strategies LLC, Inc., 619 South Vulcan Ave., Suite 203, Encinitas, CA 92024
Gemini
Master Fund, Ltd. was organized under the laws of the Cayman Islands.
Gemini
Strategies LLC, Inc. was formed under the laws of the State of Nevada.
Steven
Winters is a United States citizen.
Item
2(d). |
Title
of Class of Securities: |
Common Stock, $0.001
par value
02300U205
Item
3. |
If
this statement is filed pursuant to rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not
Applicable
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
(a) |
Amount Beneficially Owned: 1,905,601* shares of Common
Stock as of December 28, 2015 |
|
(b) |
Percent
of Class: 9.99%* |
The Reporting Persons’
beneficial ownership of 1,905,601* shares of Common Stock constitutes 9.99%* of all the outstanding shares of Common Stock, based
upon 18,439,640 shares of Common Stock outstanding as of December 23, 2015, as reported by the Chief Financial Officer of the
Issuer to Gemini Master Fund, Ltd. (“Gemini”), plus 418,556 Make-Whole Dividend Shares (as defined below) issued to
Gemini after December 23, 2015, plus shares of Common Stock issuable upon conversion of the Preferred Shares (as defined below)
and upon exercise of the Warrant (as defined below).
CUSIP
No. 02300U205 |
13G |
Page
6 of 7 Pages |
|
(c) |
Number
of shares as to which such person has: |
|
(i) |
sole
power to vote or to direct the vote: 0 |
|
(ii) |
shared
power to vote or to direct the vote: 1,905,601* |
|
(iii) |
sole
power to dispose or to direct the disposition of: 0 |
|
(iv) |
shared
power to dispose or to direct the disposition of: 1,905,601* |
*Subject
to the Ownership Limitation (defined below), the Reporting Persons may be deemed to beneficially own a total of 2,723,811 shares
of Common Stock, consisting of (i) 1,270,153 shares of Common Stock (“Common Shares”) held by Gemini, (ii) 418,556
shares of Common Stock (“Make-Whole Dividend Shares”) issued or being issued to Gemini on or about December 28, 2015,
(iii) 979,547 shares of Common Stock issuable upon conversion of 194.44 shares of the Issuer’s Series E 12% Convertible Preferred
Stock (“Preferred Shares”) issued to Gemini on or about July 9, 2015 (without dividend accrual), and (iv) 55,556 shares
of Common Stock issuable to Gemini upon exercise in full of a Warrant issued to Gemini in connection with the issuance of the Preferred
Shares (the “Warrant”).
In accordance
with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, because the number of shares of Common Stock into which
the Preferred Shares are convertible and the Warrant is exercisable is limited, pursuant to the terms of such instruments, to that
number of shares of Common Stock which would result in the Reporting Persons having beneficial ownership of 9.99% of the total
issued and outstanding shares of Common Stock (the "Ownership Limitation"), the Reporting Persons disclaim beneficial
ownership of any and all shares of Common Stock that would cause any Reporting Person's beneficial ownership to exceed the Ownership
Limitation. Therefore, in accordance with the Ownership Limitation, based upon 18,858,196 shares of Common Stock outstanding as
of the date hereof, each of the Reporting Persons beneficially owns 1,905,601 shares of Common Stock and disclaims beneficial ownership
of 818,210 shares of Common Stock issuable conversion of the Preferred Shares and exercise of the Warrant.
In addition,
as permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Gemini Strategies LLC, Inc.,
in its capacity as investment manager for Gemini, is the beneficial owner of the Common Shares, the Make-Whole Dividend Shares,
the Preferred Shares or the Warrant, or that Steven Winters, in his capacity as president or principal of Gemini Strategies LLC,
Inc., is the beneficial owner of the Common Shares, the Make-Whole Dividend Shares, the Preferred Shares or the Warrant. Each of
Gemini Strategies LLC, Inc. and Steven Winters expressly disclaims any equitable or beneficial ownership of the Common Shares,
the Make-Whole Dividend Shares, the Preferred Shares or the Warrant.
Item
5. |
Ownership
of Five Percent or Less of a Class: |
If
this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person: |
Not
Applicable
Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company of Control
Person: |
Not
Applicable
CUSIP
No. 02300U205 |
13G |
Page
7 of 7 Pages |
Item
8. |
Identification
and Classification of Members of the Group: |
Not
Applicable
Item
9. |
Notice
of Dissolution of Group: |
Not
Applicable
By
signing below the undersigned certify that, to the best of its/his knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of its/his knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
|
December 29, 2015 |
|
|
|
GEMINI MASTER FUND, LTD. |
|
|
|
By: |
GEMINI STRATEGIES LLC, INC., as
investment manager |
|
|
|
|
By: |
/s/
Steven Winters |
|
|
Name: |
Steven Winters |
|
|
Title: |
President |
|
|
|
|
|
GEMINI STRATEGIES LLC, INC. |
|
|
|
|
By: |
/s/
Steven Winters |
|
Name: |
Steven Winters |
|
Title: |
President |
|
|
|
|
/s/
Steven Winters |
|
Steven
Winters |
Attention:
Intentional misstatements or omissions of fact
constitute
Federal criminal violations (see 18 U.S.C. 1001).
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