Current Report Filing (8-k)
March 04 2016 - 5:28PM
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): March 1, 2016
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 5.03 |
Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year. |
On
March 1, 2016, Amarantus BioScience Holdings, Inc. (the “Company”) filed an amendment to its Series E Preferred Stock
Certificate of Designations with the State of Nevada providing that none of the Series E Preferred Stock may be converted until
March 31, 2016, except for those conversions submitted to the Company during the week of February 22., 2016 to February 26, 2016.
The
foregoing is only a summary of the material terms of the document related to the Series E Preferred Stock. The foregoing description
of the amendment to the Series E Preferred Stock Certificate of Designations (the “Amendment”) is qualified in its
entirety by reference to the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated
herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits
Exhibit
No. |
|
Description |
|
|
|
3.1 |
|
Amendment
to Certificate of Designation of Preferences, Rights and Limitations of Series E 12% Convertible Preferred Stock. |
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:
March 4, 2016 |
By: |
/s/
Gerald E. Commissiong |
|
Name:
|
Gerald
E. Commissiong |
|
Title: |
Chief
Executive Officer |
3
Exhibit 3.1
CERTIFICATE
OF AMENDMENT OF
CERTIFICATE
OF DESIGNATION OF
AMARANTUS
BIOSCIENCE HOLDINGS, Inc.
Pursuant
to Section 78.1955 of the
Nevada
Revised Statutes
SERIES
E CONVERTIBLE PREFERRED STOCK
On
behalf of Amarantus BioScience Holdings, Inc., a Nevada corporation (the “Corporation”), the undersigned hereby
certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”):
RESOLVED,
that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation
(the “Articles of Incorporation”):
|
1. |
Section 6(a) of the Second Amended and Restated Certificate of Designation of the Corporation for the Series E Convertible Preferred
Stock shall be modified by adding the following sentence to the end of Section 6(a): |
“Notwithstanding
the foregoing, none of the Preferred Stock may be converted until March 31, 2016, except for those conversions submitted to the
Corporation during the week of February 22, 2016 to February 26, 2016.”
IN
WITNESS WHEREOF, the undersigned have duly signed this Certificate of Amendment to the Certificate of Designation of the Series
E Convertible Preferred Stock as of this 29th day of February 2016.
Amarantus
BioScience Holdings, Inc. |
|
|
|
/s/
Gerald Commissiong |
|
By: Gerald
Commissiong
Title:
Chief Executive Officer |
|
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