SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Amarantus BioScience Holdings, Inc. |
(Name of Registrant as Specified In Its Charter) |
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Amarantus BioScience Holdings, Inc.
2015
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
August 3, 2015
at 10:30 a.m Eastern Time
NASDAQ MarketSite
4 Times Square
New York, NY 10036
Amarantus BioScience Holdings, Inc.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 3, 2015
The 2015 Annual Meeting of Stockholders (the
“Annual Meeting”) of Amarantus BioScience Holdings, Inc. (“Amarantus” or the “Company”) will
be held at The NASDAQ MarketSite, 4 Times Square, New York, NY 10036, on Monday, August 3, 2015, at 10:30 a.m Eastern Time,
to consider the following proposals:
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1. |
To elect the seven director nominees named in the Proxy Statement to hold office until the next annual meeting of stockholders; |
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2. |
To ratify the appointment of Marcum LLP as the Company’s independent auditors for the fiscal year ending December 31, 2015; |
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3. |
To approve 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; and |
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4. |
To act on such other matters as may properly come before the meeting or any adjournment thereof. |
BECAUSE OF THE SIGNIFICANCE OF THESE PROPOSALS TO THE COMPANY AND
ITS STOCKHOLDERS, IT IS VITAL THAT EVERY STOCKHOLDER VOTES AT THE ANNUAL MEETING IN PERSON OR BY PROXY.
These proposals are fully set forth in the accompanying Proxy Statement, which you are urged to read thoroughly.
For the reasons set forth in the Proxy Statement, the Board of Directors recommends a vote “FOR” Proposals 1, 2, and
3. The Company intends to mail the Annual Report, Proxy Statement and proxy card enclosed with this notice on or about July
22, 2015 to all stockholders entitled to vote at the Annual Meeting. Only stockholders of record at the close of business on July
10, 2015 will be entitled to attend and vote at the meeting. A list of all stockholders entitled to vote at the Annual
Meeting will be available at the principal office of the Company during usual business hours, for examination by any stockholder
for any purpose germane to the Annual Meeting for 10 days prior to the date thereof. Stockholders are cordially invited to
attend the Annual Meeting. However, whether or not you plan to attend the meeting in person, your shares should be represented
and voted. After reading the enclosed Proxy Statement, please sign, date, and return promptly the enclosed Proxy in the accompanying
postpaid envelope we have provided for your convenience to ensure that your shares will be represented. Alternatively, you may
wish to provide your response by telephone or electronically through the Internet by following the instructions set out on the
enclosed proxy card. If you do attend the meeting and wish to vote your shares personally, you may revoke your Proxy.
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be held August 3, 2015. The Proxy Statement and our Annual Report on Form 10-K for the
year ended December 31, 2014 are available at: www.amarantus.com.
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By Order of the Board of Directors |
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/s/ Gerald E. Commissiong |
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Gerald E. Commissiong |
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President, CEO and Director |
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WHETHER OR NOT YOU PLAN ON ATTENDING THE MEETING
IN PERSON, PLEASE VOTE AS PROMPTLY AS POSSIBLE TO ENSURE THAT YOUR VOTE IS COUNTED.
Amarantus BioScience Holdings, Inc.
655 Montgomery Street, Suite 900
San Francisco, CA 94111
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors
of Amarantus BioScience Holdings, Inc. (“Amarantus”, the “Company”, “we”, “us”
or “our”) to be voted at the Annual Meeting of Stockholders (“Annual Meeting”) which will be held at The
NASDAQ MarketSite, 4 Times Square, New York, NY 10036, on Monday, August 3, 2015, at 10:30 a.m Eastern Time, and at any postponements
or adjournments thereof. The proxy materials will be furnished to stockholders on or about July 22, 2015.
REVOCABILITY OF PROXY AND SOLICITATION
Any stockholder executing a proxy that is solicited
hereby has the power to revoke it prior to the voting of the proxy. Revocation may be made by attending the Annual Meeting
and voting the shares of stock in person, or by delivering to the Secretary of the Company at the principal office of the Company
prior to the Annual Meeting a written notice of revocation or a later-dated, properly executed proxy. Solicitation of proxies
may be made by directors, officers and other employees of the Company by personal interview, telephone, facsimile transmittal or
electronic communications. No additional compensation will be paid for any such services. This solicitation of proxies
is being made by the Company which will bear all costs associated with the mailing of this proxy statement and the solicitation
of proxies.
RECORD DATE
Stockholders of record at the close of business on July 10, 2015, will be entitled to receive notice of,
attend and vote at the meeting.
INFORMATION ABOUT THE ANNUAL MEETING AND
VOTING
Why am I receiving these materials?
The Company has delivered printed versions
of these materials to you by mail, in connection with the Company’s solicitation of proxies for use at the Annual Meeting. These
materials describe the proposals on which the Company would like you to vote and also give you information on these proposals so
that you can make an informed decision.
What is included in these materials?
These materials include:
| · | this Proxy Statement for the Annual Meeting; |
| · | the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014; and |
| · | the proxy card or vote instruction form for the Annual Meeting. |
What is the proxy card?
The proxy card enables you to appoint Gerald
E. Commissiong, our President and Chief Executive Officer, and Robert Farrell, our Chief Financial Officer, as your representatives
at the Annual Meeting. By completing and returning a proxy card, you are authorizing these individuals to vote your shares
at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether
or not you attend the Annual Meeting.
What is the purpose of the Annual Meeting?
At our Annual Meeting, stockholders will act
upon the matters outlined in the Notice of Annual Meeting on the cover page of this Proxy Statement, including (i) the election
of seven persons named herein as nominees for directors of the Company, to hold office subject to the provisions of the Bylaws
of the Company, until the next annual meeting of stockholders and until their successors are duly elected and qualified,
(ii) ratification of the appointment of Marcum LLP as the Company’s independent auditors for the fiscal year ending
December 31, 2015, and (iii) approval of an amendment to the Company’s Articles of Incorporation to increase the
Company’s authorized shares of common stock from13,333,334 to 35,000,000. In addition, management will report on the performance
of the Company during fiscal year 2014 and respond to questions from stockholders.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the majority of the total possible votes held by
the holders of the common stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible
Preferred Stock issued and outstanding on the record date will constitute a quorum permitting the meeting to conduct its business.
As of the record date, there are 7,171,739 shares of our common stock, 750,000 shares of Series C Convertible Preferred Stock,
350 shares of Series D Convertible Preferred Stock, and 8,833 shares of Series E Convertible Preferred Stock and 1,087 shares of
Series G issued and outstanding. Series C Convertible Preferred Stock entitles its holders to 1,500,000 votes in the aggregate,
Series D Convertible Preferred Stock entitles its holder to 77,778 votes in the aggregate, Series E Preferred Stock entitles its
holders to 1,177,777 votes in the aggregate and one share of common stock entitles its holder to one vote per each share held.
Holders of Series G Preferred Stock do not have the right to vote. Thus, we anticipate that the presence of the holders of common
stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock representing
at least 4,963,648 total votes will be required to establish a quorum.
What is the difference between a stockholder of record and
a beneficial owner of shares held in street name?
Most of our stockholders hold their shares
in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As
summarized below, there are some distinctions between shares held of record and those owned beneficially in street name.
Stockholder of Record
If on July 10, 2015, your shares were registered
directly in your name with our transfer agent, VStock Transfer, you are considered a stockholder of record with respect to those
shares, and the Notice of Annual Meeting and Proxy Statement was sent directly to you by the Company. As the stockholder
of record, you have the right to direct the voting of your shares by returning the proxy card to us. Whether or not you plan
to attend the Annual Meeting, if you do not vote over the Internet or telephonically, please complete, date, sign and return a
proxy card to ensure that your vote is counted.
Beneficial Owner of Shares Held in Street Name
If on July 10, 2015, your shares were held
in an account at a brokerage firm, bank, broker-dealer, or other nominee holder, then you are considered the beneficial owner of
shares held in “street name,” and the Notice of Annual Meeting and Proxy Statement was forwarded to you by
that organization. The organization holding your account is considered the stockholder of record for purposes of voting at
the Annual Meeting. As the beneficial owner, you have the right to direct that organization on how to vote the shares held
in your account. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual
Meeting unless you receive a valid proxy from the organization.
How do I vote?
Stockholders of Record. If
you are a stockholder of record, you may vote by any of the following methods:
| · | Via the Internet. You may vote by proxy via the Internet by following the instructions provided on the enclosed Proxy Card. |
| · | By Telephone. You may vote by calling the toll free number found on the proxy card. |
| · | By Mail. You may vote by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope
provided. |
| · | In Person. You may attend and vote at the Annual Meeting. The Company will give you a ballot when you arrive. |
Beneficial Owners of Shares Held in Street
Name. If you are a beneficial owner of shares held in street name, you may vote by any of the following methods:
| · | Via the Internet. You may vote by proxy via the Internet by following the instructions provided on the enclosed proxy card. |
| · | By Telephone. You may vote by proxy by calling the toll free number found on the vote instruction form. |
| · | By Mail. You may vote by proxy by filling out the vote instruction form and returning it in the pre-addressed, postage-paid
envelope provided. |
| · | In Person. If you are a beneficial owner of shares held in street name and you wish to vote in person at the Annual Meeting,
you must obtain a legal proxy from the organization that holds your shares. |
Abstentions and broker non-votes
While the inspectors of election will treat
shares represented by Proxies that reflect abstentions or include “broker non-votes” as shares that are present and
entitled to vote for purposes of determining the presence of a quorum, abstentions or “broker non-votes” do not constitute
a vote “for” or “against” any matter and thus will be disregarded in any calculation of “votes cast.”
However, abstentions and “broker non-votes” will have the effect of a negative vote if an item requires the approval
of a majority of a quorum or of a specified proportion of all issued and outstanding shares.
Brokers holding shares of record for customers
generally are not entitled to vote on “non-routine” matters, unless they receive voting instructions from their customers. As
used herein, “uninstructed shares” means shares held by a broker who has not received voting instructions from its
customers on a proposal. A “broker non-vote” occurs when a nominee holding uninstructed shares for a beneficial
owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that
non-routine matter. In connection with the treatment of abstentions and broker non-votes, the proposed ratification of Marcum LLP
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, and approval
of the 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, are considered “routine” matters. Accordingly, brokers are entitled to vote uninstructed
shares with respect to this proposal.
What happens if I do not give specific voting instructions?
Shareholders of Record. If
you are a stockholder of record and you:
| · | indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board of Directors, or |
| · | sign and return a proxy card without giving specific voting instructions, |
then the proxy holders will vote your shares in the manner recommended
by the Board of Directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion
with respect to any other matters properly presented for a vote at the Annual Meeting.
Beneficial Owners of Shares Held in Street
Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds
your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization
that holds your shares may generally vote on routine matters, such as the ratification of Marcum LLP as the Company’s
independent registered public accounting firm for the year ending December 31, 2015, and the approval of the 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, but
cannot vote on non-routine matters, such as the election of directors.
What are the Board’s recommendations?
The Board’s recommendation is set forth
together with the description of each item in this Proxy Statement. In summary, the Board recommends a vote:
| · | for election of the seven (7) directors nominated by the Company to hold office subject to the provisions of the Bylaws of
the Company, until the next annual meeting of stockholders and until their successors are duly elected and qualified; |
| · | for ratification of the appointment of Marcum LLP as the Company’s independent auditors for the fiscal year ending December
31, 2015; and |
| · | for approval of 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. |
With respect to any other matter that properly
comes before the meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given,
in their own discretion.
Dissenters’ Right of Appraisal
Holders of shares of our common stock, Series
C Convertible Preferred Stock and Series E Convertible Preferred Stock do not have appraisal rights under Nevada law or under the
governing documents of the Company in connection with this solicitation.
How are Proxy materials delivered to households?
Only one copy of the Company's Annual
Report on Form 10-K for the fiscal year ending December 31, 2014 and this Proxy Statement will be delivered to an address where
two or more stockholders reside with the same last name or who otherwise reasonably appear to be members of the same family based
on the stockholders’ prior express or implied consent.
We will deliver promptly upon written or oral
request a separate copy of the Company's Annual Report on 10-K for the fiscal year ending December 31, 2014 and this Proxy Statement
upon such request. If you share an address with at least one other stockholder, currently receive one copy of our Annual
Report and Proxy Statement at your residence, and would like to receive a separate copy of our Annual Report and Proxy Statement
for future stockholder meetings of the Company, please specify such request in writing and send such written request to Amarantus
BioScience Holdings, Inc., 655 Montgomery Street, Suite 900, San Francisco, CA 94111; Attention: Corporate Secretary.
Interest of Officers and Directors in Matters to Be Acted
Upon
Except for the election to our Board of the
seven nominees set forth herein, none of our officers or directors has any interest in any of the matters to be acted upon at the
Annual Meeting.
INFORMATION ABOUT THE BOARD OF DIRECTORS
The Board of Directors oversees our business
and affairs and monitors the performance of management. In accordance with corporate governance principles, the Board does not
involve itself in day-to-day operations. The directors keep themselves informed through discussions with the Chief Executive Officer
and other key executives, visits to the Company’s facilities, by reading the reports and other materials that we send them
and by participating in Board and committee meetings. Each director’s term will continue until the election and qualification
of his or her successor, or his or her earlier death, resignation or removal. Biographical information about our directors is provided
in “Proposal No. 1 - Proposal for the Election of Seven Directors”. Except as set forth in this Proxy Statement,
none of our directors held directorships in other reporting companies and registered investment companies at any time during the
past five years.
Our Board currently consists of the following
seven persons, all of whom have been nominated by the Company to stand for election.
Name |
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Age |
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Gerald E. Commissiong |
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32 |
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Dr. John W. Commissiong |
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70 |
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Robert L. Harris |
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71 |
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Dr. David A. Lowe |
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68 |
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Donald Huffman |
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68 |
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Iain Ross |
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61 |
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Joseph Rubinfeld |
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82 |
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Involvement in Certain Legal Proceedings
To our knowledge, our directors have not been
involved in any of the following events during the past ten years:
| · | any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that time; |
| · | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and
other minor offenses); |
| · | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities
or banking activities or to be associated with any person practicing in banking or securities activities; |
| · | being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to
have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
| · | being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation,
any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire
fraud or fraud in connection with any business entity; or |
| · | being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory
organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority
over its members or persons associated with a member. |
There are no material
proceedings to which any director of the Company is a party adverse to the Company or has a material interest adverse to the Company.
How often did the Board meet during fiscal
2014?
During 2014, the Board of Directors held 14
meetings. Each director attended no fewer than 75% of the aggregate of the total number of meetings of the Board and the total
number of meetings held by all committees on which such director served. The Board also approved certain actions by unanimous written
consent.
What committees has the Board established?
Robert Harris, Donald
Huffman, Iain Ross and Joseph Rubinfeld serve on the Compensation Committee of the Board, with Ian Ross serving as the Chairman.
Our Compensation Committee assists the Board in discharging its responsibilities relating to executive compensation, succession
planning for the Company's executive team, and to review and make recommendations to the Board regarding employee benefit policies
and programs, incentive compensation plans and equity-based plans.
Robert Harris, Donald
D. Huffman, Iain Ross and Joseph Rubinfeld serve on the Governance and Nominating Committee of the Board, with Mr. Harris serving
as the Chairman. The Nominating and Corporate Governance Committee is responsible for overseeing the appropriate and effective
governance of the Company, including, among other things, (a) nominations to the Board of Directors and making recommendations
regarding the size and composition of the Board of Directors and (b) the development and recommendation of appropriate corporate
governance principles.
Our audit committee consists
of Donald D. Huffman, Robert Harris, Ian Ross and Joseph Rubinfeld, each of whom is a non-employee director. Mr. Donald Huffman
is the chairperson of our audit committee. Our board of directors has determined that each member designee of our audit committee
is an independent director as defined by Rule 10A-3 promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as
amended and meets the requirements of financial literacy under SEC rules and regulations. Mr. Huffman serves as our audit committee
financial expert, as defined under SEC rules.
Our audit committee is responsible for, among
other things:
| · | selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent
auditors; |
| · | evaluating the qualifications, performance and independence of our independent auditors; |
| · | monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate
to financial statements or accounting matters; |
| · | reviewing the adequacy and effectiveness of our internal control policies and procedures; |
| · | discussing the scope and results of the audit with the independent auditors and reviewing with management and the independent
auditors our interim and year-end operating results; and |
| · | preparing the audit committee report that the SEC requires in our annual proxy statement. |
Our board of directors has adopted a written
charter for our audit committee, which is available on our website (www.amarantus.com).
Board Leadership Structure and Role in
Risk Oversight
We have not adopted a
formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined. The Board of Directors
does not currently have a Chairman.
Our Board of Directors is primarily responsible
for overseeing our risk management processes. The Board of Directors receives and reviews periodic reports from management, auditors,
legal counsel, and others, as considered appropriate regarding our Company’s assessment of risks. The Board of Directors
focuses on the most significant risks facing our company and our Company’s general risk management strategy, and also ensures
that risks undertaken by our Company are consistent with the Board’s appetite for risk. While the Board oversees our Company,
our Company’s management is responsible for day-to-day risk management processes. We believe this division of responsibilities
is the most effective approach for addressing the risks facing our Company and that our Board leadership structure supports this
approach.
Director Independence
When applying the definition
of independence set forth in Rule 4200(a)(15) of The Nasdaq Stock Market, Inc., the Company believes that Robert L. Harris , Donald
D. Huffman, Iain G. Ross, and Dr. Joseph Rubinfeld, are independent directors.
Stockholder Communications
Shareholders requesting communication with
directors can do so by writing to Amarantus BioScience Holdings, Inc., 655 Montgomery Street, Suite 900, San Francisco, CA 94111.
At this time we do not screen communications received and would forward any requests directly to the named director. If no director
is named in a general inquiry, the Secretary contacts each director. We do not provide the physical address, email address, or
phone numbers of directors to outside parties without a Director’s permission.
Code of Ethics and Business Conduct
We have adopted a written code of ethics, the
Code of Business Conduct and Ethics, which applies to all of our directors, officers (including our chief executive officer and
chief financial officer) and employees. Our Code of Business Conduct and Ethics is available on our website (www.amarantus.com).
COMPENSATION OF DIRECTORS
The following summary compensation table sets
forth all compensation awarded to, earned by, or paid to our directors (excluding compensation paid to our executive officers included
in the summary compensation table below) by the Company during the year ended December 31, 2014.
Name |
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Fees
Earned
or
Paid in
Cash
($) |
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Stock
Awards
($) |
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Option
Awards
($) |
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Non-Equity
Incentive
Plan
Compensation
($) |
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Non-
Qualified
Deferred
Compensation
Earnings
($) |
|
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All
Other
Compensation
($) |
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Total
($) |
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|
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|
|
|
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|
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|
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Robert L. Harris |
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32,500 |
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|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
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32,500 |
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Dr. Mark Benedyk |
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
Dr. David A. Lowe |
|
|
20,000 |
|
|
|
- |
|
|
|
322,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
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342,000 |
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Donald Huffman |
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|
16,359 |
|
|
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|
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29,180 |
|
|
|
|
|
|
|
|
|
|
|
|
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45,539 |
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Iain Ross |
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12,000 |
|
|
|
|
|
|
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24,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,380 |
|
Dr. Joseph Rubinfeld |
|
|
5,000 |
|
|
|
|
|
|
|
16,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,980 |
|
AUDIT COMMITTEE REPORT
Membership and Role of Audit Committee
The audit committee of our board is responsible
for providing independent, objective oversight and review of our accounting functions, internal controls and financial reporting
process. Currently, the audit committee is comprised of Donald D. Huffman, Robert Harris, Ian Ross and Joseph Rubinfeld, each
of whom is a non-employee director. Mr. Donald Huffman is the chairperson of our audit committee. Our board of directors has adopted
a written charter for our audit committee, which is available on our website (www.amarantus.com). We believe that each
of the members of the audit committee is independent as defined by applicable laws and regulations.
Management has the primary responsibility for
the financial statements and the reporting process, including our system of internal controls, and for the preparation of the consolidated
financial statements in accordance with generally accepted accounting principles. Our independent accountants are responsible for
performing an independent audit of those financial statements in accordance with generally accepted auditing standards and to issue
a report thereon. The audit committee’s responsibility is to monitor and oversee these processes on behalf of the board.
Review of our Audited Financial Statements
In fulfilling its oversight responsibilities,
the audit committee reviewed the audited financial statements in our Annual Report on Form 10-K with management and discussed the
quality and acceptability of our accounting principles, the reasonableness of significant judgments, and the clarity of disclosures
in our financial statements.
The audit committee reviewed with the independent
auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally
accepted accounting principles, their judgment as to the quality and acceptability of our accounting principles and such other
matters as are required to be discussed with the committee under generally accepted auditing standards, including Auditing Standard
No. 16 (Communications with Audit Committees). In addition, the audit committee has discussed with the independent auditors the
auditors’ independence from management and us, including the matters in the written disclosures required by Independence
Standards Board Standard No. 1 (Independent Discussions with Audit Committees), which were submitted to us, and considered the
compatibility of non-audit services with the auditors’ independence.
The audit committee discussed with our independent
auditors the overall scope and plans for their audit. The audit committee met with the independent auditors, with and without management
present, to discuss the results of their examination, their evaluation of our internal controls, and the overall quality of our
financial reporting.
In reliance on these reviews and discussions,
the audit committee recommended to our board of directors (and our board has approved) that our audited financial statements for
the year ended December 31, 2014 be included in the Annual Report on Form 10-K for the year ended December 31, 2014 for filing
with the Securities and Exchange Commission.
The audit committee selects the Company’s
independent registered public accounting firm annually and has submitted such selection for the year ending December 31, 2015 for
ratification by stockholders at the Company’s annual meeting.
The Audit Committee consists of Donald D. Huffman
(Chairman), Robert Harris, Ian Ross and Joseph Rubinfeld,
The foregoing Audit Committee Report does not
constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing of our company
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
except to the extent we specifically incorporate this Board of Directors Report by reference therein.
INFORMATION ABOUT THE EXECUTIVE OFFICERS
The executive officers
are elected annually by our Board of Directors and hold office until their successors are elected and duly qualified. There are
no family relationships between any of our directors or executive officers, except that, Dr. John Commissiong and Gerald E. Commissiong,
are father and son. The current executive officers of the Company are as follows:
Name |
|
Age |
|
Office(s) held |
Gerald E. Commissiong |
|
32 |
|
President and Chief Executive Officer, Director |
Dr. John W. Commissiong |
|
70 |
|
Chief Scientific Officer, Director |
Robert Farrell |
|
65 |
|
Chief Financial Officer |
Marc E. Faerber |
|
60 |
|
Controller, Vice President of Financial Operations, Treasurer, Secretary |
Set forth below is a brief
description of the background and business experience of each of our current executive officers.
Gerald E. Commissiong, Chief Executive Officer,
President, Director
Mr. Commissiong has served as the Chief Operating
Officer and a Director of Amarantus since April of 2011. Since October 23, 2011, Mr. Commissiong has served as the Company’s
Chief Executive Officer and President. Mr. Commissiong was the co-founder and original President and Chief Executive Officer of
Amarantus, which was formerly known as CNS Protein Therapeutics, Inc. He played a significant role in sourcing the seed funding
for the Company in 2008, assisted in developing a strategic corporate development pathway that involved the recruitment of relevant
expertise, identification of appropriate development strategy, liaising with expertise to define development pathway, creation
of a technological mitigation strategy and the identification of appropriate funding partners with a strategic interest in the
Company’s technology. Mr. Commissiong also recruited senior executives to the Board to guide the Company’s growth and
generated its official marketing materials, including investor brochures, corporate handouts, email newsletters and other materials
necessary to raise awareness of the company. Prior to co-founding Amarantus, Mr. Commissiong played professional football for the
Calgary Stampeders of the Canadian Football League. Mr. Commissiong holds a B.S. degree in Management Science and Engineering with
a focus on Financial Decisions from Stanford University. Mr. Commissiong is qualified to serve as Director because of his history
with the Company and his management and leadership qualities. In addition, Mr. Commissiong’s skills and knowledge of the
financial markets makes him invaluable to the Company.
Dr. John W. Commissiong, Chief Scientific Officer, Director
Dr. Commissiong has served as the Chief Scientific
Officer and a Director of Amarantus since co-founding the Company in 2008. From 2000 through 2008 Dr. Commissiong served as the
CSO of Neurotrophics Inc & Prescient Neuropharma Inc. Dr. Commissiong has been focused on the discovery of novel neurotrophic
factors for the treatment of neurodegenerative diseases as well as understanding the fundamental underlying biology of protoplasmic
type-1 astrocytes that secrete neurotrophic factors. He was Chief of the Neural Transplantation Unit, NINDS-NIH, from 1989-94 where
his research focused on identifying therapeutic approaches to spinal cord injury. Dr. Commissiong was Head of the Neurotrophic
Factors Group, NINDS-NIH, from 1994-97 where he focused on developing technologies to systematically identify novel neurotrophic
factors with applications for specific Central Nervous System disorders. He co-founded Prescient Neuropharma in 1999, and discovered
MANF in 2003. MANF is currently in preclinical development for the treatment of Parkinson’s disease. The work pioneered by
Dr. Commissiong has led to significant advancements in the field of astrocyte-neuron biology. Dr. Commissiong believes that a fundamental
understanding of astrocyte-neuron interactions in the Central Nervous System will lead to a new generation of therapies to
treat brain-related disorders.
Dr. Commissiong did his Postdoctoral work in
the Lab Preclin Pharmac, NIMH-NIH, concentrating on the application of quadrupole mass spectrometry in the analysis of neurotransmitters.
He holds a Ph.D. in Neurophysiology from the University of Southampton, a M.Sc. in Biochemical Pharmacology from the University
of Southampton and a B.S. in Biology and Chemistry from the University of the West Indies.
Dr. Commissiong is qualified to serve as a
Director because of his extensive experience in drug discovery, and research and his work in the field of astrocyte-neuron biology.
Robert Farrell, Chief Financial Officer
Mr. Farrell has served as the Company’s
Chief Financial Officer since April 1, 2014. Mr. Farrell served as Chief Financial Officer of Titan Pharmaceuticals from 1996 to
2008, and as President and CEO from 2008 to 2010. During his tenure at Titan Mr. Farrell was responsible for all SEC filings, fund
raising, financial and tax planning strategies, mergers & acquisitions, corporate partnerships, licensing transactions and
financial operations. Mr. Farrell most recently served as CFO at Sanovas, Inc. Mr. Farrell previously served as CFO, Corporate
Group Vice President and General Counsel at Fresenius USA and Fresenius Medical Care. Mr. Farrell also previously served as the
CFO for the Institute for One World Health in San Francisco and currently serves on the Board of Directors of Prime Genomics, Inc.
Mr. Farrell holds a J.D. from the University of California's Hastings School of Law.
Marc E. Faerber, Controller, Vice President of Financial Operations,
Treasurer, Secretary
Mr. Faerber has served as the Company’s
Controller and Vice President of Financial Operations since April 2014, and previously served as the Company’s Chief Financial
Officer, from May 2009 to April 2014. In addition, Mr. Faerber has worked as an independent business and financial advisor since
2001. In that capacity, he provides financial, business and strategic advisory services to various startup entities, including
medical device, biotechnology, software and alternative energy related companies. His services and experience include facilitating
startups in establishing appropriate internal controls, developing administrative procedural processes, writing and critiquing
business plans and strategies, preparation of company presentations, short term financial operating plans, and long term strategic
financial planning, assisting organizations with seeking financing and rendering advice in various negotiations related to merger
and acquisitions, distribution rights, technology licensing and other business structural issues, and review and implementation
of internal control structures in support of Sarbanes Oxley compliance. Mr. Faerber is a licensed CPA (Inactive) in California
and was a Certified Valuation Analyst from 2004 through 2007. He holds a B.S. in Business Administration from Providence College
and has done course work towards a M.S. in Taxation at Golden Gate University.
Involvement in Certain Legal Proceedings
To our knowledge, our executive officers have
not been involved in any of the following events during the past ten years:
| · | any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that time; |
| · | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and
other minor offenses); |
| · | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities
or banking activities or to be associated with any person practicing in banking or securities activities; |
| · | being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to
have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
| · | being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation,
any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire
fraud or fraud in connection with any business entity; or |
| · | being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory
organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority
over its members or persons associated with a member. |
There are no material proceedings to which
any executive officer of the Company is a party adverse to the Company or has a material interest adverse to the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Company’s capital stock by each executive
officer and director, by each person known by the Company to beneficially own more than five percent (5%) of any class of stock
and by the executive officers and directors as a group. Except as otherwise indicated, all shares of common stock are owned directly
and the percentage shown is based on shares of common Stock issued and outstanding as of July 10, 2015. As used in this table,
“beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole
or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security).
In addition, for purposes of this table, a person is deemed, as of any date, to have “beneficial ownership” of any
security that such person has the right to acquire within 60 days after such date. Except as otherwise notice, the address of each
officer and director listed is c/o of the Company at 655 Montgomery Street, Suite 900, San Francisco, CA 94111.
Title of class |
|
Name and address of beneficial
owner |
|
Amount of beneficial
ownership |
|
|
Percent of
class(1) |
|
Current Executive Officers & Directors: |
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Gerald E. Commissiong |
|
|
380,391 |
(2) |
|
|
5.07 |
% |
Common Stock |
|
Dr. John W. Commissiong |
|
|
365,866 |
(3) |
|
|
4.94 |
% |
Common Stock |
|
Robert Farrell |
|
|
44,603 |
(4) |
|
|
* |
|
Common Stock |
|
Marc Faerber |
|
|
175,662 |
(5) |
|
|
2.39 |
% |
Common Stock |
|
Robert L. Harris |
|
|
133,665 |
(6) |
|
|
1.85 |
% |
Common Stock |
|
Dr. David A. Lowe |
|
|
59,499 |
(7) |
|
|
|
* |
Common Stock |
|
Donald D. Huffman |
|
|
9,446 |
(8) |
|
|
|
* |
Common Stock |
|
Iain G. Ross |
|
|
9,446 |
(9) |
|
|
|
* |
Common Stock |
|
Dr. Joseph Rubinfeld |
|
|
24,539 |
(10) |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
Total of All Officers and Directors: |
|
|
|
|
1,203,117 |
|
|
|
14.26 |
% |
|
|
|
|
|
|
|
|
|
|
|
5% Beneficial Owners: |
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Nerveda LLC |
|
|
539,147 |
|
|
|
7.6 |
% |
* Less than 1%.
(1) Based on 7,171,739 shares of our common stock outstanding
as of July 10, 2015.
(2) Includes: (i) 1,756 shares of common stock underlying an
option to purchase shares at a price of $3.56 per share which are exercisable within the next 60 days; (ii) 320,278 shares of common
stock which are issuable upon conversion of 960,83 shares of Series B Convertible Preferred stock; (iii) 2,333 shares of common
stock which are issuable upon conversion of 350,000 shares of Series C Convertible Preferred stock; and (iv) 926 shares of common
stock which are issuable upon exercise of outstanding warrants.
(3) Includes: (i) 877 shares underlying an option to purchase
shares at a price of $3.56 which is exercisable within the next 60 days; (ii) 230,417 shares of common stock which are issuable
upon conversion of 691,250 shares of Series B Convertible Preferred stock; (iii) 1,333 shares of common stock which are issuable
upon conversion of 200,000 shares of Series C Convertible Preferred Stock; and (iv) 926 shares of common stock which are issuable
upon exercise of outstanding warrants.
(4) Includes 42,381 shares underlying an option to purchase
shares at a price of $11.625 which is exercisable within the next 60 days.
(5) Includes: (i) 6,667 shares underlying an option to purchase
shares at a price of $18.525 which is exercisable within the next 60 days; (ii) 160,417 shares of common stock which are issuable
upon conversion of 481,250 shares of Series B Convertible Preferred stock; and (iii) 1,333 shares of common stock issuable upon
conversion of 200,000 shares of Series C Convertible Preferred stock.
(6) Includes: (i) 4,000 shares underlying an option to purchase
shares at a price of $13.38 which is exercisable within the next 60 days; (ii) 43,056 shares of common stock which are issuable
upon conversion of 124,602 shares of Series B Convertible Preferred stock; (iii) 926 shares of common stock which are issuable
upon exercise of outstanding warrants; and (iv) 9,063 shares which are owned by Mr. Harris’ spouse.
(7) Includes: (i) 2,555 shares of common stock underlying an
option to purchase shares at a price of $7.50 per share which is exercisable within the next 60 days; (ii) 1,222 shares of common
stock underlying an option to purchase shares at a price of $12.30 per share which is exercisable within the next 60 days; and
(ii) 56,944 shares of common stock which are issuable upon conversion of 170,833 shares of Series B Convertible Preferred stock.
(8) Includes: (i) 1,333 shares of common stock underlying
an option to purchase shares at a price of $21.90 per share which is exercisable within the next 60 days; and (ii) 8,113
shares of common stock underlying an option to purchase shares at a price of $12.30 per share which is exercisable within the
next 60 days.
(9) Includes: (i) 1,333 shares of common stock underlying
an option to purchase shares of common stock underlying an option to purchase shares at a price of $18.30 per share which is
exercisable within the next 60 days; and (ii) 8,113 shares of common stock underlying an option to purchase shares at a price
of $12.30 per share which is exercisable within the next 60 days.
(10) Includes: (i) 1,093 shares underlying an option to
purchase shares of common stock underlying an option to purchase shares at a price of $12.74 per share which is exercisable
within the next 60 days; (ii) 8,363 shares of common stock underlying an option to purchase shares at a price of $12.30 per
share which is exercisable within the next 60 days, and (iii) 1,389 shares of common stock which are issuable upon exercise
of outstanding warrants.
EXECUTIVE COMPENSATION
Summary Compensation Table
The table below summarizes all compensation
awarded to, earned by, or paid to each named executive officer for the Company’s last two completed fiscal years for all
services rendered to the Company.
SUMMARY COMPENSATION TABLE
Name and principal
Position |
|
Year |
|
|
Salary
($) |
|
|
Bonus
($) |
|
|
Stock
Awards
($) |
|
|
Option
Awards
($) |
|
|
Non-Equity
Incentive Plan
Compensation
($) |
|
|
Nonqualified
Deferred
Compensation
Earnings ($) |
|
|
All Other
Compensation
($) |
|
|
Total
($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerald E. |
|
|
2014 |
|
|
|
170,625 |
|
|
|
50,000 |
|
|
|
__ |
|
|
|
438,000 |
|
|
|
__ |
|
|
|
__ |
|
|
|
__ |
|
|
|
658,625 |
|
Commissiong, President, |
|
|
2013 |
|
|
|
- |
|
|
|
230,111 |
|
|
|
18,250 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
248,361 |
|
Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. John W. |
|
|
2014 |
|
|
|
126,000 |
|
|
|
- |
|
|
|
__ |
|
|
|
__ |
|
|
|
__ |
|
|
|
__ |
|
|
|
__ |
|
|
|
126,000 |
|
Commissiong, Chief |
|
|
2013 |
|
|
|
- |
|
|
|
213,763 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
213,763 |
|
Scientific Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc Faerber, |
|
|
2014 |
|
|
|
138,333 |
|
|
|
- |
|
|
|
__ |
|
|
|
123,400 |
|
|
|
__ |
|
|
|
__ |
|
|
|
__ |
|
|
|
261,733 |
|
Treasurer, VP of Finance & |
|
|
2013 |
|
|
|
260,951 |
|
|
|
- |
|
|
|
10,480 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
271,431 |
|
Operations, and Secretary (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Farrell, |
|
|
2014 |
|
|
|
150,001, |
|
|
|
25,000 |
|
|
|
__ |
|
|
|
619,600 |
|
|
|
__ |
|
|
|
__ |
|
|
|
__ |
|
|
|
794,601 |
|
Chief Financial Officer (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Mr. Faerber has released the Company from obligations to pay $276,000 of accrued compensation as of December 31, 2013. |
(2) |
Mr. Farrell was hired by the Company in April 2014. |
|
Outstanding Equity Awards at Fiscal Year-End
The table below summarizes
all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of December
31, 2014.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
TABLE
|
|
OPTION AWARDS |
|
STOCK AWARDS |
|
Name |
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable |
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable |
|
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options (#) |
|
|
Option
Exercise
Price
($) |
|
|
Option
Expiration
Date |
|
|
Number
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
(#) |
|
|
Market
Value
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
($) |
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Shares
or
Other
Rights
That
Have
Not
Vested
(#) |
|
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Shares
or
Other
Rights
That
Have
Not
Vested
(#) |
|
Gerald E. Commissiong, |
|
|
1,796 |
(1) |
|
|
- |
(1) |
|
|
- |
|
|
$ |
3.56 |
(1) |
|
|
4/10/21(1) |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
President and Chief |
|
|
|
|
|
|
33,333 |
|
|
|
- |
|
|
|
13.74 |
(1) |
|
|
9/22/24(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Officer, Director |
|
|
5,355 |
(2) |
|
|
1,120 |
(2) |
|
|
- |
|
|
$ |
33.75 |
(2) |
|
|
7/15/22(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
105.00 |
(2) |
|
|
11/4/22(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. John W. Commissiong, |
|
|
877 |
(1) |
|
|
- |
(1) |
|
|
- |
|
|
$ |
3.56 |
(1) |
|
|
4/10/21(1) |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Chief Scientific |
|
|
3,874 |
(2) |
|
|
776 |
(2) |
|
|
|
|
|
$ |
33.75 |
(2) |
|
|
7/15/22(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer, Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
105.00 |
(2) |
|
|
11/4/22(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc E. Faerber, |
|
|
6,667 |
(1) |
|
|
- |
(1) |
|
|
- |
|
|
|
18.53 |
(1) |
|
|
7/11/24(1) |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Treasurer, VP of Finance |
|
|
2,664 |
(2) |
|
|
586 |
(2) |
|
|
|
|
|
$ |
33.75 |
(2) |
|
|
7/15/22(2) |
|
|
|
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|
|
|
|
|
|
|
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& Operations, and Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
105.00 |
(2) |
|
|
11/4/22(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
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|
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|
|
|
|
|
|
Robert Farrell, |
|
|
33,190 |
(1) |
|
|
20,143 |
(1) |
|
|
|
|
|
$ |
11.63 |
(1) |
|
|
3/31/24(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
|
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|
|
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(1) Common stock shares
(2) Preferred stock shares
Transactions with Related Persons
At December 31, 2013,
one of the Company’s Directors, Robert Harris, held $66,000 of convertible promissory notes with the Company. The notes were
converted during 2014 such that a total of 33,273 shares of common stock were issued for principal and accrued interest.
In October 2013, the Company’s Chief
Executive Officer, Gerald Commissiong, its Chief Scientific Officer, John Commissiong and one of the Company’s Directors
Robert Harris invested $5,000 each or an aggregate of $15,000 in total and was each issued an 8% senior convertible debenture in
the principal aggregate amount of $6,000 and a warrant to purchase 926 shares. Each of the debentures was converted to shares of
common stock during 2014 such that a total of 982 shares of common stock were issued to each Messrs. Gerald Commissiong and John
Commissiong for principal and accrued interest.
On November 6, 2013, the Company announced
the appointment of David A. Lowe, Ph.D. to its Board of Directors. Dr. Lowe is President & CEO of NeuroAssets, Sarl (“NeuroAssets”),
a Swiss-based neuroscience-focused consulting firm, providing advisory services to pharmaceutical venture capital and biotechnology
companies throughout the world. NeuroAssets has been providing consulting services to the Company since April 2012. The Company
recorded $660,000 and $350,000 in consulting fees to NeuroAssets for the years ended December 31, 2014 and 2013, respectively.
The Company has an agreement with Joseph Rubinfeld
to provide consulting services to the company. Joseph Rubinfeld was appointed to the Company’s Board of Directors in November
2012. The company recorded $142,000 and $10,000 in consulting fees for the years ended December 31, 2014 and 2013, respectively.
On March 2, 2015, the Company loaned MedicuRx,
Inc. $25,000 in an unsecured convertible promissory note. Joseph Rubinfeld is President and CEO and also a Board Member of Amarantus.
The note provided the Company with first right of refusal on any additional investments, but there are no further obligations beyond
the $25,000.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange
Act of 1934, as amended, requires our directors and executive officers and persons who own more than 10% of the issued and outstanding
shares of our common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes
in that ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to
furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such
reports furnished to us and written representations that no other reports were required, during the fiscal year ended December
31, 2014 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were
complied with except that: a Form 4 was filed late for Gerald Commissioing, as a result of which one transaction was not timely
reported, and Form 3’s were filed late for Robert Harris, Iain Ross, Gerald Commissiong, Marc Faerber, David Lowe, and Robert
Farrell.
ACTIONS TO BE TAKEN AT THE MEETING
PROPOSAL NO. 1
PROPOSAL FOR ELECTION OF SEVEN DIRECTORS
At this year’s Annual Meeting, the Board
of Directors proposes that the nominees listed below be elected to hold office until the next annual meeting of stockholders and
until their successors are duly elected and qualified. All of the nominees are currently serving as directors. All nominees have
consented to being named in this Proxy Statement and to serve if elected.
Assuming a quorum is present, the seven nominees
receiving the highest number of affirmative votes of shares entitled to be voted for such persons will be elected as directors
of the Company to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified.
Unless marked otherwise, proxies received will be voted “FOR” the election of the nominees named below. In the event
that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them
in such a manner as will ensure the election of the nominees listed below, and, in such event, the specific nominees to be voted
for will be determined by the proxy holders.
Information With Respect to Director
Nominees
Listed below are the nominees for election
to our Board with certain biographical information regarding such nominees. Such information has been furnished to the Company
by the director nominees.
Name |
|
Age |
Gerald E. Commissiong |
|
32 |
Dr. John W. Commissiong |
|
70 |
Robert L. Harris |
|
71 |
Dr. David A. Lowe |
|
68 |
Donald Huffman |
|
68 |
Iain Ross |
|
61 |
Joseph Rubinfeld |
|
82 |
For biographical information
regarding Gerald E. Commissiong and Dr. John W. Commissiong, see “Information About the Executive Officers” above
Robert L. Harris
Mr. Harris has served as a member of the Board
of Amarantus since December 2010. Mr. Harris is a retired Vice President of Environmental, Health, Safety, Technical and Land Services
at Pacific Gas and Electric Company, where he worked from September 1972 to January 2007. He graduated from San Francisco State
University in 1965 and received his Juris Doctor degree from the University of California School of Law at Berkeley (Boalt Hall)
in 1972. He was admitted to the California State Bar in December 1972 and argued and won a case in the United States Supreme Court
in 1985. Harris also completed the Harvard Graduate School of Business Advanced Management Program and the Management Development
Program at Duke University’s School of Business. For five years, Harris was selected by Ebony magazine as one of the “100
Most Influential Blacks in America” (1980, 1992, 1993, 1994 and 1995). Mr. Harris is qualified to serve as a Director because
of his extensive experience as a business executive and his legal background.
Dr. David A. Lowe, Director
Dr. Lowe jointed the Board in November 2013. Since January 2012,
Dr. Lowe has been President & CEO of NeuroAssets, Sarl, a Swiss-based neuroscience-focused consulting firm, providing advisory
services to pharmaceutical, venture capital and biotechnology companies throughout the world. Dr. Lowe previously, from August
2009to September 2011 served as the Chief Scientific Officer of Psychogenics, Inc. and before that as Director and Chief Scientific
Officer of Memory Pharmaceuticals, Inc., a biotechnology company pursuing innovative treatments for Alzheimer's and Schizophrenia.
Prior to Memory Pharmaceuticals, Dr. Lowe served as the Executive Vice President and Chief Scientific Officer at Fidelity Biosciences
Group, Fidelity Investments in Boston, MA, an investment firm focused on the healthcare industry. He also served as President,
CEO and Director of Envivo Pharmaceuticals, a Fidelity-funded pharmaceutical company pursuing new treatments for Alzheimer's disease
now in Phase 3 development. Dr. Lowe also served as Vice-President and Therapeutic Area Head, Central Nervous System, at Roche
Pharmaceuticals, Vice President& Global Therapeutic Area Head of Central Nervous System Research at Bayer AG., and Head of
CNS Biology and Deputy Head of CNS Research at Sandoz Ltd (now Novartis). Dr. Lowe received his PhD in neurobiology from the University
of Leeds, UK. Dr. Lowe is qualified to serve as Director because of his experience working in the pharmaceutical and drug industries
and his scientific background.
Donald Huffman
Mr. Huffman has served as a director of the
Company since July 22, 2014. Mr. Huffman served as a consultant to Dance BioPharma, Inc., a company developing inhaled insulin,
from April 2012 to July 2013 and has served as a Director since July 2013. From September 2010 to March 2012, Mr. Huffman served
as the Chief Financial Officer of Wafergen Biosystems Inc., a publicly-held emerging genomic analysis company and was its Co-President
from September 2011 to March 2012. From October 2008 to September 2010, Mr. Huffman served as the Chief Financial Officer of Asante
Solutions, Inc., a medical device company with an approved wearable insulin pump. From July 2006 to October 2008, Mr. Huffman served
as Chief Financial Officer of Guava Technologies, Inc., a life science instrumentation company acquired by Millipore Corporation
and then Merck & Co., Inc. From October 2004 to July 2006, Mr. Huffman served as Chief Financial Officer and principal of Sanderling
Ventures, a biomedical venture capital firm. Mr. Huffman also has served as the Chief Financial Officer of three other public companies:
Volcano Corporation (formerly known as EndoSonics Corporation), a company that manufactures medical devices; Microcide Pharmaceuticals,
Inc., a biopharmaceutical company; and Celtrix Pharmaceuticals, Inc., a company that developed novel therapeutics for the treatment
of debilitating, degenerative conditions, which was acquired by Insmed Incorporated in 2000. Mr. Huffman earned a B.S. in Mineral
Economics from Pennsylvania State University and an M.B.A. from the State University of New York at Buffalo. He completed the Financial
Management Program at the Stanford University Graduate School of Business. We believe that Mr. Huffman possesses specific attributes
that qualify him to serve on our board of directors, including his experience as a Chief Financial Officer of several public biopharmaceutical
and medical device companies and his understanding of the operations and issues that affect similarly situated companies
Iain Ross
Mr. Ross has served as
a director of the Company since August 29, 2014. Following a career with multi-national companies including Sandoz, Fisons plc
and Hoffman La Roche, Mr. Ross joined the Board of Celltech Group plc in 1991 and was responsible for building Celltech Biologics,
the contract manufacturing division which was later sold to Alusuisse Lonza. For the last 18 years he has undertaken a number of
start-ups and development stage companies as a board member on behalf of private equity groups and banks, including Quadrant Healthcare
plc, Allergy Therapeutics Ltd, Eden Biodesign Ltd, Phadia AB and Silence Therapeutics plc. Currently Mr. Ross is Chairman of the
Board of Premier Veterinary Group plc and Biomer Technology Ltd, and is also a Non-Executive Director of Benitec Biopharma Limited,
Anatara Lifesciences Limited and Tissue Therapies Ltd each of which is traded on the Australian Securities Exchange. He is
a Qualified Chartered Director of the UK Institute of Directors and Vice Chairman of the Council of Royal Holloway, University
of London. Mr. Ross is qualified to serve as director because of his extensive experience working with a mix of biotech and large
pharmaceutical companies.
Dr. Joseph Rubinfeld
Dr. Rubinfeld has served
as a director of the Company since December 5, 2014. Dr. Rubinfeld is currently a Board member of Regenicin, Inc. and CytRx Corporation.
Earlier in his career, Dr Rubinfeld served 12 years at Bristol Myers, where in addition to developing Amoxicillin and Cephadroxil,
he was instrumental in licensing their original anti-cancer line of products, including Mitomycin, Etoposide, and Bleomycin. Dr.
Rubinfeld is also credited with making a major scientific and public health contribution to society by inventing the first ever
synthetic biodegradable detergent. In 1980, Dr. Rubinfeld was one of four co-founders of Amgen, Inc. and served as its Chief of
Operations, where one of his primary efforts was the prioritization of erythropoietin (EPO) in Amgen’s pipeline due to its
initial commercialization pathway under the Orphan Drug Act. In 1984, Dr. Rubinfeld won the prestigious Common Wealth Award for
Science and Invention, which was a testament to his prowess for achieving major inventions, represented by the numerous patents
obtained during his distinguished career. In 1991 he co-founded SuperGen, Inc., where he served as President and Chief Executive
Officer until 2003 and as a Board member until 2005. He has also served as an advisor or Board member to a number of companies
including AVI BioPharma and Quark Pharmaceuticals. Dr. Rubinfeld received a B.S. degree in chemistry from C.C.N.Y. and M.A. and
Ph.D. in chemistry from Columbia University. Dr. Rubinfeld is qualified to serve as Director because of business and scientific
experience working in the pharmaceutical and drug industries.
Required Vote
The election of the directors
of the Company requires the affirmative vote of a plurality of the votes cast by common stock, Series C Convertible Preferred and
Series E Convertible Preferred stockholders, who are entitled to vote, present in person or represented by Proxy at the Annual
Meeting. This means that the seven (7) director nominees with the most affirmative votes will be elected. Withheld votes, abstentions
and broker non-votes will have no effect.
RECOMMENDATION OF THE BOARD FOR PROPOSAL
NO. 1:
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION
OF ALL THE NOMINEES DESCRIBED ABOVE.
ACTIONS TO BE TAKEN AT THE MEETING (Continued)
PROPOSAL NO. 2:
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
AUDITORS
The Board of Directors
has selected Marcum LLP (“Marcum”) as the independent auditors of the Company for the fiscal year ending December 31,
2015. Representatives of Marcum are expected to attend the 2015 Annual Meeting of stockholders.
Marcum served as the Company’s
independent auditors for the years ended December 31, 2014 and 2013.The following table sets forth fees billed to us by our independent
auditors for the years ended 2014 and 2013 for (i) services rendered for the audit of our annual financial statements and the review
of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review
of our financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation,
compliance, advice and assistance. All services are approved and pre-approved by the audit committee.
SERVICES | |
2014 | | |
2013 | |
Audit fees | |
$ | 283,287 | | |
$ | 50,250 | |
Audit-related fees | |
| | | |
| - | |
Tax fees | |
| 41,009 | | |
| - | |
All other fees* | |
| 40,382 | | |
| - | |
| |
| | | |
| | |
Total fees | |
$ | 364,678 | | |
$ | 50,250 | |
* Represents fees paid in connection with the review and related
consents to registration statements filed by the Company.
Required Vote
The ratification of the
appointment of the Company's independent auditors requires the receipt of the affirmative vote of a majority of the total votes
represented by the Company's common stock, Series C Convertible Preferred Stock, and Series E Convertible Preferred Stock present
in person or by proxy and voting at the Annual Meeting.
RECOMMENDATION OF THE BOARD FOR PROPOSAL
NO. 2:
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION
OF APPOINTMENT OF MARCUM LLP AS OUR INDEPENDENT AUDITORS
FOR THE YEAR ENDED DECEMBER 31, 2015.
ACTIONS TO BE TAKEN AT THE MEETING (Continued)
PROPOSAL NO. 3
APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED SHARES OF COMMON STOCK FROM 13,333,334 TO 35,000,000
Our Board of Directors has approved, subject
to shareholder approval, an amendment to our Articles of Incorporation (the “Common Shares Increase Amendment”) to
increase the number of authorized shares of the Company’s common stock from 13,333,334 to 35,000,000.
If the Common Shares Increase Amendment is
approved by our shareholders at the Annual Meeting, we intend to file the Common Shares Increase Amendment with the Secretary of
State of Nevada, substantially in the form of Appendix A hereto as soon as practicable following the Annual Meeting. The increase
in authorized shares of common stock under the Common Shares Increase Amendment will be effective upon filing with the Secretary
of State of Nevada.
Outstanding Shares and Purpose of the Proposal
Our Articles of Incorporation currently
authorizes us to issue a maximum of 13,333,334 shares of common stock, par value $0..001 per share, and 10,000,000 shares of preferred
stock, $0.001 par value per share. Our issued and outstanding securities, as of July 10, 2015, on a fully diluted basis, are as
follows:
| · | 7,171,739
shares of common stock; |
| · | 750,000
shares of Series C Convertible Preferred Stock convertible into 5,000 shares of common stock; |
| · | 350
shares of Series D Convertible Preferred Stock convertible into 77,778 shares of common stock; |
| · | 8,833
shares of Series E Convertible Preferred Stock convertible into 1,177,777 shares of common stock; |
| · | 1,087
shares of Series G Convertible Preferred Stock convertible into 603,889 shares of common stock |
| · | Warrants
to purchase an aggregate of 303,926 shares of common stock, with a weighted average exercise price of $18.00 per share; |
| · | Options
to purchase 127,308 shares of common stock under the Company’s 2008 Stock Plan at a weighted average exercise price of $11.11
per share; |
| · | Options
to purchase 238,800 shares of common stock under the Company’s 2008 2014 Stock Plan at a weighted average exercise price
of $12.71 per share; and |
| · | Options
to purchase 829,167 shares of Series B Convertible Preferred Stock at a weighted average exercise price of $1.84 per share. Shares
and weighted exercise price are reflected on an as converted basis post reverse split of 150 to 1. |
The Board believes that the increase in authorized
shares of common stock will provide the Company greater flexibility with respect to the Company’s capital structure for purposes
including additional equity financings and stock-based acquisitions.
Effects of the Increase in Authorized Common Stock
The additional shares of common stock will
have the same rights as the presently authorized shares, including the right to cast one vote per share of common stock. Although
the authorization of additional shares will not, in itself, have any effect on the rights of any holder of our common stock, the
future issuance of additional shares of common stock (other than by way of a stock split or dividend) would have the effect of
diluting the voting rights and could have the effect of diluting earnings per share and book value per share of existing shareholders.
At present, other than in connection with the
possible conversion or exercise of securities convertible or exercisable into common stock, as set forth above (each at the option
of their respective holders), the Board of Directors has no other plans to issue the additional shares of common stock to be authorized
by the Common Shares Increase Amendment. However, it is possible that some of these additional shares could be used in the future
for various other purposes without further shareholder approval, except as such approval may be required in particular cases by
our charter documents, applicable law or the rules of any stock exchange or other market on which our securities may then
be listed. These purposes may include: raising capital, providing equity incentives to employees, officers or directors, establishing
strategic relationships with other companies, and expanding the Company’s business or product lines through the acquisition
of other businesses or products.
We could also use the additional shares of
common stock that will become available pursuant to the Common Shares Increase Amendment to oppose a hostile takeover attempt or
to delay or prevent changes in control or management of the Company. Although the proposal to increase the authorized common stock
has not been prompted by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed
at the Company), nevertheless, shareholders should be aware that the Common Shares Increase Amendment could facilitate future efforts
by us to deter or prevent changes in control of the Company, including transactions in which shareholders of the Company might
otherwise receive a premium for their shares over then current market prices. However, the Board of Directors has a fiduciary duty
to act in the best interests of the Company's shareholders at all times.
Required Vote
Approval of the Common Shares Increase Amendment
requires the receipt of the affirmative vote of a majority of the total possible votes represented by the Company's common stock,
Series C Convertible Preferred Stock, and Series E Convertible Preferred Stock issued and outstanding as of the record date.
RECOMMENDATION OF THE BOARD FOR PROPOSAL
NO. 3:
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS
VOTE TO APPROVE THE AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE
COMPANY’S COMMON STOCK FROM 13,333,334 TO 35,000,000.
OTHER MATTERS
The Board of Directors knows of no other business
which will be presented at the Annual Meeting. If any other matters properly come before the meeting, the persons named in the
enclosed Proxy, or their substitutes, will vote the shares represented thereby in accordance with their judgment on such matters.
ADDITIONAL INFORMATION
Annual Reports on Form 10-K
Additional copies of our Annual Report on Form
10-K for the fiscal year ended December 31, 2014 may be obtained without charge by writing to the Corporate Secretary, Amarantus
BioScience Holdings, Inc., 655 Montgomery Street, Suite 900, San Francisco, CA 94111. Our Annual Report on Form 10-K can also
be found on our website: www.amarantus.com.
Stockholders Proposals For The 2016 Annual
Meeting.
Any stockholder who wishes to present proposals
for inclusion in the Company’s proxy materials for the 2016 Annual Meeting of Stockholders may do so by following the procedures
prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended. To be eligible, the stockholder proposals
must be received by our Corporate Secretary at our principal executive office on or before March 12, 2016. Such proposal must also
meet the other requirements of the rules of the SEC relating to shareholders’ proposals.
Proxy Solicitation Costs
The proxies being solicited hereby are being
solicited by the Company. The Company will bear the entire cost of solicitation of proxies, including preparation, assembly, printing
and mailing of the Notice, the Proxy Statement, the Proxy card and establishment of the Internet site hosting the proxy material. Copies
of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares
of common stock beneficially owned by others to forward to such beneficial owners. Officers and regular employees of the Company
may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations,
or by telephone, telex, facsimile or electronic means. We will, upon request, reimburse brokerage firms and others for their reasonable
expenses in forwarding solicitation material to the beneficial owners of stock.
|
By Order of the Board of Directors, |
|
|
|
|
|
/s/ Gerald E. Commissiong |
|
|
Gerald E. Commissiong |
|
|
President, Chief Executive Officer and Director |
|
Appendix A
Form of Common Shares Increase Amendment
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
1. Name of corporation:
Amarantus BioScience Holdings Inc.
2. The articles have been amended as follows (provide article numbers,
if available):
The first paragraph of Article IV is hereby amended in its entirety
to read as follows:
The total number of shares of capital stock that the
Corporation shall have the authority to issue is Forty Five Million (45,000,000) shares consisting of Thirty Five Million
(35,000,000) shares of common stock with a par value of $0.15 per share and Ten Million (10,000,000) shares of preferred
stock having a par value of $0.001 per share.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required
in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted
in favor of the amendment is: More than 50%
4. Effective date of filing (optional):
5. Signature:
AMARANTUS BIOSCIENCE HOLDINGS, INC.
Annual Meeting of Stockholders
AUGUST 3, 2015
Important Notice Regarding the Availability
of Proxy Materials for the Annual Meeting of Stockholders
To Be Held on August 3, 2015
AMARANTUS BIOSCIENCE HOLDINGS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies,
hereby appoints Gerald E. Commissiong, with full power of substitution, as proxy to represent and vote all shares of Common Stock,
par value $0.001 per share; Series C Convertible Preferred Stock, par value $0.001 per share; Series D Convertible Preferred Stock,
par value $0.001; Series E Convertible Preferred Stock, of Amarantus BioScience Holdings, Inc. (the “Company”), which
the undersigned will be entitled to vote if personally present at the Annual Meeting of the Stockholders of the Company to be held
on August 3, 2015, at 10:30 a.m. EST at The NASDAQ MarketSite, 4 Times Square, New York, NY 10036, upon matters set forth in the
Notice of 2015 Annual Meeting of Stockholders and Proxy Statement, a copy of which has been received by the undersigned. Each share
of Common Stock is entitled to one vote. The proxies are further authorized to vote, in their discretion, upon such other business
as may properly come before the meeting.
This proxy, when properly executed, will
be voted as directed. If no direction is made, the proxy shall be voted FOR the election of the listed nominees as directors,
FOR the ratification of the appointment of Marcum LLP as the Company’s independent auditors for the fiscal year ending
December 31, 2015, FOR the approval of an amendment to the Company’s Articles of Incorporation to increase the Company’s
authorized shares of common stock, in the case of other matters that legally come before the meeting, as said proxy(s) may deem
advisable.
Please check here if you plan to attend
the Annual Meeting of Stockholders on August 3, 2015 at 10:30 a.m. (EST). ¨
(Continued and to be signed on Reverse
Side)
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