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 19, 2014
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
On December 19, 2014, Amarantus Bioscience
Holdings, Inc. (the “Company”) entered into a securities purchase agreement pursuant to which the Company will sell
and issue 2,200 shares of its Series E 12% Convertible Preferred Stock (”Series E Preferred Stock”) for gross proceeds
of $2,000,000 and a 10% original issue discount.
On December 19, 2014, the Company filed
a Certificate of Amendment to the Certificate of Designation to its Series E Convertible Preferred Stock to increase the number
of Series E Preferred stock to 6,000 shares of Series E Preferred Stock.
The sale of the shares of the Series E Preferred
Stock were made upon the same terms and conditions of the Series E Preferred Stock transaction previously disclosed by the Company
in its current report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2014.
The Company released a press release with respect to the foregoing,
a copy of which is attached as Exhibit 99.1.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 is
incorporated by reference herein.
The issuance of the securities described
above were completed in accordance with the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
The information set forth in Item 1.01 is
incorporated by reference herein.
Item 8.01 Other Events
On
December 23, 2014, the Company issued a press release announcing that it received Orphan Drug Designation for MANF from
the U.S. Food and Drug Administration for treatment of Retinitis Pigmentosa. A copy of the press release is attached hereto as
Exhibit 99.1.
The information disclosed
under this Item 8.01, including Exhibits 99.2 hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into
any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth
in such filing.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
3.1 |
|
Certificate of Amendment to Certificate of Designation of Series E Preferred Stock filed December 19, 2014 |
99.1 |
|
Press Release dated December 19, 2014 |
99.2 |
|
Press Release date December 23, 2014 |
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 24, 2014 |
|
By: |
/s/ Gerald E. Commissiong |
|
|
|
|
|
Name: Gerald E. Commissiong |
|
|
|
|
|
Title: Chief Executive Officer |
|
Exhibit 3.1
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite
1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov |
|
Amendment
to
Certificate of Designation
After Issuance of Class or Series
(PURSUANT
TO NRS 78.1955) |
|
Filed
in the office of
Ross
Miller
Secretary
of State
State of Nevada |
Document
Number
20140816165-84 |
Filing
Date and Time
12/19/2014
8:42 AM |
Entity
Number
E0146522013-6 |
USE
BLACK INK ONLY - DO NOT HIGHLIGHT |
ABOVE
SPACE IS FOR OFFICE USE ONLY |
Certificate
of Amendment to Certificate of Designation
For Nevada Profit Corporations
(Pursuant to NRS 78.1955 - After Issuance of Class or Series)
1. Name of corporation:
Amarantus Bioscience
Holdings, Inc.
2. Stockholder approval
pursuant to statute has been obtained.
3. The class or series
of stock being amended:
Series E Convertible
Preferred Stock
4. By a resolution
adopted by the board of directors, the certificate of designation is being amended as follows or the new class or series is:
The third Whereas
clause of the Certificate of Designation of the Corporation for the Series E Convertible Preferred Stock shall be deleted in its
entirety and replaced with the following:
WHEREAS, it is the
desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preference, restrictions and other
matters relating to a series of the preferred stock, which shall consist of, except as otherwise set forth in the Purchase Agreement,
up to 6,000 shares of the preferred stock which the Corporation has the authority to issue, as follows:
5. Effective date
of filing: (optional)
(must not be later than 90 days
after the certificate is filed)
6. Signature: (required)
X
/s/ Gerald Commissiong |
|
Signature of Officer |
|
Filing Fee: $175.00
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This
form must be accompanied by appropriate fees. |
Nevada Secretary of State NRS Amend Designation - After Revised 3-6-09 |
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. | The third Whereas clause of the Certificate of Designation of the Corporation for the Series E
Convertible Preferred Stock shall be deleted in its entirety and replaced with the following: |
WHEREAS, it is the desire of
the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters
relating to a series of the preferred stock, which shall consist of, except as otherwise set forth in the Purchase Agreement, up
to 6,000 shares of the preferred stock which the Corporation has the authority to issue, as follows:
| 2. | Section 2 of the Certificate of Designation of the Corporation for the Series E Convertible Preferred
Stock shall be deleted in its entirety and replaced with the following: |
Section
2. Designation, Amount and Par Value. The series of preferred stock shall be designated as its Series E 12% Convertible
Preferred Stock (the “Preferred Stock”) and the number of shares so designated shall be up to 6,000 (which shall
not be subject to increase without the written consent of all of the holders of the Preferred Stock (each, a “Holder”
and collectively, the “Holders”)). Each share of Preferred Stock shall have a par value of $0.001 per share
and a stated value equal to $1,000, subject to increase set forth in Section 3 below (the “Stated Value”).
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 19th day of December 2014.
Amarantus
BioScience Holdings, Inc. |
|
|
|
/s/
Gerald Commissiong |
|
By: Gerald
Commissiong |
|
Title:
President and CEO |
|
Exhibit 99.1
Amarantus Announces Second Closing of
Series E Preferred Financing
SAN FRANCISCO and GENEVA, Dec. 19, 2014 (GLOBE NEWSWIRE) —
Amarantus BioScience Holdings, Inc. (AMBS), a biotechnology company focused on the development of diagnostics in
Alzheimer's disease and therapeutic products in the areas of neurology, psychiatry, ophthalmology and regenerative medicine, announced
that it has entered into definitive agreements to raise an additional $2.0 million under its previously announced transaction to
issue shares of Series E Preferred Stock (the "Series E"), bringing the total capital raised to $5.0 million. The second
closing was led by International Infusion.
"In recent months, we have been working towards further
strengthening our balance sheet, and I am very pleased to have the ability to both extend our cash runway and facilitate the expansion
of our product portfolio," commented Gerald E. Commissiong, President and CEO of Amarantus. "Our goal is to continue
to prepare Amarantus for a transformational 2015, and I believe we are positioned to achieve this."
The Series E is convertible into Amarantus common stock at a
price of $0.08 per share, subject to proportional adjustment for stock splits. No warrants were issued in connection with the Series
E, and all of the investors have agreed to a "no shorting" provision. Further, the common shares underlying the Series
E cannot be sold into the market for 6 months. The additional funds are expected to be used for general corporate purposes, to
facilitate the company's previously announced exclusive option agreement with Lonza Walkersville, Inc., a subsidiary of Lonza Group
Ltd., to acquire Cutanogen Corporation, a subsidiary of Lonza Walkersville, to develop ESS-W, an autologous skin replacement product
for the treatment of Stage 3 and Stage 4 full thickness severe burns, to advance its therapeutic clinical development programs,
as well as execute potential business development opportunities.
About Amarantus BioScience Holdings, Inc.
Amarantus BioScience Holdings (AMBS) is a biotechnology company
developing treatments and diagnostics for diseases associated with neurodegeneration and protein misfolding-related apoptosis.
AMBS has licensed Eltoprazine ("Eltoprazine"), a phase 2b ready small molecule indicated for Parkinson's disease Levodopa
induced dyskinesia and Adult ADHD. AMBS has an exclusive worldwide license to the Lymphocyte Proliferation test ("LymPro Test(R)"),
which was developed by Prof. Thomas Arendt, Ph.D., from the University of Leipzig, for Alzheimer's disease and owns the intellectual
property rights to a therapeutic protein known as Mesencephalic-Astrocyte-derived Neurotrophic Factor ("MANF") and is
developing MANF-based products as treatments for brain and ophthalmic disorders. AMBS also owns intellectual property for the diagnosis
of Parkinson's disease ("NuroPro") and the discovery of neurotrophic factors ("PhenoGuard(TM)").
In November 2014, AMBS entered into an exclusive option agreement with Lonza Walkersville, Inc., a subsidiary of Lonza Group Ltd.,
to acquire Cutanogen Corporation, a subsidiary of Lonza Walkersville, to develop Engineered Skin Substitute (ESS-W), an autologous
skin replacement product for the treatment of Stage 3 and Stage 4 intractable severe burns. 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
Exhibit 99.2
Amarantus Receives Orphan Drug Designation
for MANF from the U.S. Food and Drug Administration for Treatment of Retinitis Pigmentosa
SAN FRANCISCO, CA and GENEVA, SWITZERLAND
– December 25, 2014 - Amarantus BioScience Holdings, Inc.
(OTCQB: AMBS), a biotechnology company focused on the development of diagnostics in Alzheimer’s disease and therapeutic
products in the areas of neurology, psychiatry, ophthalmology and regenerative medicine, announced that the U.S. Food and Drug
Administration (FDA) has granted the company’s investigational drug MANF (mesencephalic-astrocyte-derived neurotrophic factor)
orphan drug designation for the treatment of Retinitis Pigmentosa (RP). RP refers to a group of inherited diseases causing retinal
degeneration often leading to blindness.
MANF, a naturally-occurring protein that
reduces and prevents apoptosis (programmed cell death) in response to injury or disease, was discovered utilizing Amarantus' proprietary
PhenoGuard™ Protein Discovery Engine. Pre-clinical data showed that MANF provided protective functional effects in an animal
model of RP. Moreover, toxicology studies have demonstrated that MANF was well-tolerated following a single intravitreal administration
of a therapeutically relevant dose.
“We are very pleased to receive orphan
drug designation for MANF in RP. This represents an important milestone for the company as well as a significant step forward for
our clinical and regulatory strategy,” said Gerald E. Commissiong, President & CEO of Amarantus. “Our goal is to
continue to identify ways to build value into our MANF program and advance this promising product candidate in multiple therapeutics
areas of significant unmet need.”
The FDA Orphan Drug Designation program
provides a special status to drugs and biologics intended to treat, diagnose or prevent so-called orphan diseases and disorders
that affect fewer than 200,000 people in the U.S. This designation provides for a seven-year marketing exclusivity period against
competition, as well as certain incentives, including federal grants, tax credits and a waiver of PDUFA filing fees.
About Retinitis Pigmentosa
Retinitis pigmentosa (RP) refers to a group
of inherited diseases causing retinal degeneration often leading to blindness. The cell-rich retina lines the inside back wall
of the eye and is responsible for capturing images from the visual field. People with RP experience a gradual decline in their
vision because photoreceptor cells (rods and cones) die. Symptoms include a progressive degeneration of peripheral and night vision,
as well as the degeneration in color perception and central vision. Night blindness is one of the earliest and most frequent symptoms
of RP.
RP is typically diagnosed in adolescents
and young adults. The rate of progression and degree of visual loss varies from person to person. Most people with RP are legally
blind by age 40. It is estimated that the market opportunity for Retinitis Pigmentosa exceeds $10B annually.
About Mesencephalic-Astrocyte-derived
Neurotrophic Factor (MANF)
MANF (mesencephalic-astrocyte-derived neurotrophic
factor) is believed to have broad potential because it is a naturally-occurring protein produced by the body for the purpose of
reducing and preventing apoptosis (cell death) in response to injury or disease, via the unfolded protein response. By manufacturing
MANF and administering it to the body, Amarantus is seeking to use a regenerative medicine approach to assist the body with higher
quantities of MANF when needed. Amarantus is the front-runner and primary holder of intellectual property (IP) around MANF, and
is initially focusing on the development of MANF-based protein therapeutics.
MANF's lead indication is retinitis pigmentosa,
and additional indications including Parkinson's disease, diabetes and Wolfram's syndrome are currently pursued. Further applications
for MANF may include Alzheimer's disease, traumatic brain injury (TBI), myocardial infarction, antibiotic-induced ototoxicity and
certain other rare orphan diseases currently under evaluation.
About Amarantus BioScience Holdings,
Inc.
Amarantus BioScience Holdings (AMBS) is
a biotechnology company developing treatments and diagnostics for diseases associated with neurodegeneration and protein misfolding-related
apoptosis. AMBS has licensed Eltoprazine ("Eltoprazine"), a phase 2b ready small molecule indicated for Parkinson's
disease Levodopa induced dyskinesia and Adult ADHD. AMBS has an exclusive worldwide license to the Lymphocyte Proliferation test
("LymPro Test®"), which was developed by Prof. Thomas Arendt, Ph.D., from the University of Leipzig,
for Alzheimer's disease and owns the intellectual property rights to a therapeutic protein known as Mesencephalic-Astrocyte-derived
Neurotrophic Factor ("MANF") and is developing MANF-based products as treatments for brain and ophthalmic disorders.
AMBS also owns intellectual property for the diagnosis of Parkinson's disease ("NuroPro") and the discovery of neurotrophic
factors ("PhenoGuard™"). In November 2014, AMBS entered into an exclusive option agreement with Lonza
Walkersville, Inc., a subsidiary of Lonza Group Ltd., to acquire Cutanogen Corporation, a subsidiary of Lonza Walkersville, to
develop Engineered Skin Substitute (ESS-W), an autologous skin replacement product for the treatment of Stage 3 and Stage 4 intractable
severe burns. 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 Contact:
Jenene Thomas
Jenene Thomas Communications, LLC
Investor Relations and Corporate Communications
Advisor
T: (US) 908.938.1475
E: jenene@jenenethomascommunications.com
Shareholder Contact:
Aimee Boutcher, Investor Relations
T: (US) 408.737.2734 x 101
E: ir@amarantus.com
Media Contact:
Planet Communications
Deanne Eagle, Media Contact
T: (US) 917.837.5866
Source: Amarantus Bioscience Holdings,
Inc.
###
Amarantus Bioscience (CE) (USOTC:AMBS)
Historical Stock Chart
From Apr 2024 to May 2024
Amarantus Bioscience (CE) (USOTC:AMBS)
Historical Stock Chart
From May 2023 to May 2024