Current Report Filing (8-k)
February 13 2015 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 6, 2015
AMARANTUS BIOSCIENCE HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
Nevada |
000-55016 |
26-0690857 |
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
IRS Employer
Identification No.) |
655 Montgomery Street, Suite 900
San Francisco, CA |
94111 |
(Address of Principal Executive Offices) |
(Zip Code) |
(408) 737-2734
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 |
Entry into a Material Definitive Agreement |
Effective on February 6, 2015, Amarantus
Bioscience Holdings, Inc. (the “Company”) entered into an amendment (the “APA Amendment”) to that certain
Asset Purchase Agreement (the “Original APA”) by and among the Company, Regenicin, Inc. (“Regenicin”),
Clark Corporate Law Group, LLP (“CCLG”), and Gordon & Rees, LLP (“Gordon”, altogether the “Affected
Parties”), as disclosed on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on November 17, 2014).
Pursuant to the APA Amendment, the Company
and the Affected Parties agreed to (i) adjust the aggregate cash consideration to be paid by the Company from $3,500,000 to $3,600,000,
and (ii) adjust the payment schedule in the Original APA.
Additionally, pursuant to the
APA Amendment, the Company and the Affected Parties agreed that, if, prior to February 10, 2015, there has been no extension granted
for the time to file a response motion in the pending litigation Regenicin brought against Lonza Walkersville (“Lonza”)
that was filed in the Superior Court of Fulton County, State of Georgia, which lawsuit was subsequently removed to the United States
District Court for Northern Georgia (CV:1:13-CV-3569), that such response motion shall be timely prepared at the Company’s
sole expense.
Additionally, effective on February 6, 2015,
the Company entered into a second amendment (the “Option Amendment”) to that certain Option Agreement, as amended (the
“Amended Option Agreement”, as disclosed on the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on each of January 12, 2015 and November 17, 2014) with Lonza.
Pursuant to the Option Amendment, the Company
and Lonza agreed that notwithstanding the provision for the extension of the option period to February 28, 2015 upon payment of
additional $400,000 and to March 31, 2015 upon payment of additional $300,000 of consideration, the Option Agreement shall terminated
as of February 23, 2015 if the Company and Lonza do not execute a Settlement Agreement and Dismissal of Litigation agreement by
February 23, 2015.
As consideration for the Option Amendment,
the Company agreed to pay Lonza a cash fee of $100,000, $50,000 of which was paid on the effective date of the Option Amendment
and $50,000 of which shall be paid on before February 20, 2015.
The foregoing description of the APA Amendment
and the Option Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of
the APA Amendment and Option Amendment.
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.
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AMARANTUS BIOSCIENCE HOLDINGS, INC. |
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Date: February 13 , 2015 |
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By: |
/s/ Gerald E. Commissiong |
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Name: Gerald E. Commissiong |
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Title: Chief Executive Officer |
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