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):
November 16, 2014
AMARANTUS BIOSCIENCE HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
| Nevada |
333-148922 |
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 November 16, 2014, Amarantus
BioScience Holdings, Inc. (the “Company”) entered into a Consulting Agreement (the “Consulting Agreement”)
with NeuroAssets SARL (“NeuroAssets”), a company registered in Vevey, Switzerland, pursuant to which the Company has
engaged NeuroAssets, on a non-exclusive basis, to provide the Company with certain consulting services, including services related
to: gathering and processing of scientific literature and information, sourcing and due diligence regarding potential acquisitions
and/or licensing, development of clinical and preclinical programs, performance of research, assistance with intellectual property
and fundraising, and other strategic initiatives (the “Services”).
The Consulting Agreement shall have a term
which commences on November 1, 2014 and terminates on October 31, 2015, which may be earlier terminated or extended by mutual agreement
of the parties (the “Term”). Either party may terminate the Consulting Agreement for any reason upon sixty (60) days
written notice to the other party. Pursuant to the terms of the Consulting Agreement, Dr. David Lowe, a member of the Company’s
Board of Directors, will devote 60% of his time to performing the Services and will assume the role of President of Amarantus Europe,
which will be formed as a wholly owned subsidiary of the Company.
As consideration for the Services, NeuroAssets
shall receive from the Company: (i) seventeen thousand two hundred and fifty ($17,250) dollars per month for the duration of the
Term, and (ii) a bonus of sixty thousand ($60,000) dollars if and when the Company obtains listing to either the New York Stock
Exchange or the NASDAQ Stock Market. The Company shall reimburse NeuroAssets for all pre-approved expenses entailed by NeuroAssets
throughout the Term.
Pursuant to the Consulting Agreement, NeuroAssets
has agreed that (i) certain proprietary information obtained during the term shall be kept confidential, and (ii) all such proprietary
information and all work product produced by either the Company or NeuroAssets pursuant to the Consulting Agreement shall remain
the property of the Company.
The foregoing description of the Consulting
Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Consulting
Agreement, which is filed as Exhibit 10.1 hereto, and which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
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Description |
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| 10.1 |
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Consulting Agreement, dated November 1, 2014, by and between Amarantus BioScience Holdings, Inc. and NeuroAssets SARL. |
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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: November 24, 2014 |
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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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Consulting Agreement
THIS AGREEMENT (the “Agreement”),
is effective dated as of November 1st 2014, by and between Amarantus BioScience Holdings, Inc., a Nevada corporation
(the “Company”), and NeuroAssets SARL, a company registered in Vevey, Switzerland (the "Consultant)
This Agreement runs concurrently with the Agreement dated November 1st 2013 between Company and Consultant and does
not replace it.
W I T N E S S E T H:
WHEREAS, the Company desires to
retain, and has retained, the Consultant and the Consultant desires to be retained by, and has been retained by, the Company pursuant
to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration
of the foregoing and the mutual promises and covenants herein contained, it is hereby agreed as follows:
Section 1. RETENTION and TERM.
| (a) | The Company hereby retains, and has retained, the Consultant on an
non-exclusive basis from the effective date to perform the services set forth in Section 1(b), commencing on the date hereof, and
the Consultant hereby accepts, and has accepted, such retention and shall perform for the Company the duties described herein,
faithfully and to the best of the Consultant’s ability. David A. Lowe, PhD shall be
responsible for the quality of the services provided by NeuroAssets, SARL to fulfill the terms of this Agreement. |
| (b) | The Consultant shall serve, and has served, in the following fields: gathering and processing of
scientific literature and information relating to molecules and molecular mechanisms pursued by the Company; sourcing and due diligence
of new programs for acquisition and/or licensing by the Company; preclinical and clinical development of the Company programs;
performance of experimental, developmental, or research work relating to molecules and molecular mechanisms pursued by the Company;
assistance with intellectual property filings and prosecutions, including the creation of additional inventions; assisting the
CEO with fund raising, mergers, acquisitions and licensing activities; grant and other non-dilutive funding acquisition; strategic
and operational advice to the CEO; and render such advice and services to the Company as may be reasonably requested by the Company
(the "Services"). |
| (c) | The term of the consultancy shall begin on the November 1st 2014, and terminate on October
31st 2015. The term may be shortened, extended or modified by mutual written agreement between the Consultant and the
Company. |
| (d) | The Consultant shall provide its own office and equipment and cover all associated overhead costs
including telecommunications, human resources costs, (Swiss Federal taxes, insurances, etc.), and its own secretarial support. |
| (e) | Consultant will provide the Services by directing its employee, David A. Lowe, PhD, devote 60%
of his business time to performing such Services. While providing the Services, David A. Lowe, PhD shall assume the role of President
Amarantus Europe. |
Section 2. COMPENSATION.
| a) | In consideration for the Consultant providing the Services described above, the Company shall compensate
the Consultant at the monthly rate of seventeen thousand and two hundred and fifty (17,250)US Dollars. The compensation shall be
due and payable the fifteenth (15th) of each calendar month commencing with the effective date upon execution of this
agreement. |
| b) | A success bonus of USD 60,000 shall be payable when the Company is uplisted from OTC to NYSE or
NASDAQ. |
| c) | Except as otherwise provided for herein, all fees due to the Consultant hereunder are non-refundable,
non-cancelable and shall be free and clear of any and all encumbrances |
Section 3. EXPENSES.
The Company shall reimburse the Consultant
for all pre-approved (in advance and in writing) out-of-pocket expenses incurred by the Consultant in connection with its duties
hereunder with respect to the Company. Such expenses shall include travel, associated hotel accommodation and sustenance. Any such
expenses shall be evidenced by written documentation prior to reimbursement. Reimbursement by the Company to the Consultant, or
to any third party designated by the Consultant, shall be made within 30 days of presentation of expenses to the Company by the
Consultant. Consultant shall travel business class on any flights lasting more than five (5) hours, and in first class on train
journeys. The Consultant shall make its own travel arrangements unless the Company prefers to do so.
Section
4. TERMINATION. Either party may terminate this Agreement at any time for any reason or no reason by
providing sixty (60) days prior written notice thereof; however, such termination shall not remove the Company’s nor the
Consultant’s obligations that survive per the terms of the Agreement, including, but not limited to, the Company’s
obligation to pay Compensation already earned by the Consultant according to Section 2 and 3 of this contract.
Section 5. CONFIDENTIAL INFORMATION.
The Consultant agrees that during and after the term of this Agreement, it shall keep in strictest confidence, and shall not disclose
or make accessible to any other person, except those under the same confidentiality terms as described herein, without the written
consent of the Company, the Company’s products, services and technology, both current and under development, promotion and
marketing programs, lists, trades secrets and other confidential and proprietary business information of the Company of or any
of its clients and third parties including, without limitation, Proprietary Information and Work Product (as defined in Section
6) (all of the foregoing is referred to herein as the “Confidential Information”). The Consultant agrees
(a) not to use any such Confidential Information for himself or others; and (b) not to take any such material or reproductions
thereof from the Company’s facilities at any time except, in each case, as required in connection with the Consultant’s
duties hereunder. Notwithstanding the foregoing, the parties agree the Consultant is free to use (a) information in the public
domain not as a result of a breach of this Agreement, (b) information lawfully received form a third party who had the right to
disclose such information and (c) the Consultant’s own independent skill, knowledge, know-how and experience to whatever
extent and in whatever way it wishes, in each case consistent with its obligations as the Consultant and that, at all times, the
Consultant is free to conduct any research relating to the Company’s business.
The Company agrees that during the term
and after this Agreement it shall not disclose in a press release the Consultant’s engagement with the Company, without the
written consent of the Consultant.
Section 6. OWNERSHIP OF PROPRIETARY
INFORMATION.
| (a) | The Consultant agrees that all information that has been created, discovered or developed by the
Company, its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the “Affiliates”)
(including, without limitation, information relating to the development of the Company’s business created, discovered, developed
by the Company any of its affiliates during the term of this Agreement, and information relating to the Company’s customers,
suppliers, advisors, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or
the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates,
as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including, without
limitation, the right to make application for statutory protection. All the aforementioned information is hereinafter called “Proprietary
Information.” By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes,
discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas,
improvements, inventions, product concepts, techniques, marketing plans, merger and acquisition targets, strategies, forecasts,
blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part
applications, file wrapper continuation applications and divisional applications and information about the Company’s Affiliates,
its employees and/or advisors (including, without limitation, the compensation, job responsibility and job performance of such
employees and/or advisors). |
| (b) | The work product (“Work Product”) produced by Consultant or its employees under
this Agreement or related to this Agreement and all proprietary rights therein shall be and are the property of Company. Work Product
includes, but is not limited to inventions, discoveries, compounds, reports, memoranda, drawings, computer programs, devices, models,
or other materials of any nature, or information relating to any of the foregoing, which are or were generated in connection with
the Services described in this Agreement, including the Schedule A attached hereto. Consultant will assign and does hereby assign
to Company all patents, copyrights, trademarks and trade secrets conceived or reduced to practice which are Work Product pursuant
to this Agreement. Notwithstanding the foregoing, Company makes no claim of ownership to pre-existing technology owned by Consultant
prior to October 1, 2012, except that Consultant grants a non-exclusive, royalty free right to use such technology in association
with the Work Product. Consultant will cooperate with Company in the enforcement and perfection of Company’s rights. All
original content, proprietary information, trademarks, copyrights, patents or other intellectual property created by the Consultant
that is not Work Product, shall be the sole and exclusive property of the Consultant. |
| (c) | Consultant’s Employees. Consultant shall have a written agreement with each of its employees
who will be exposed to the Proprietary Information requiring them to comply with Consultant’s obligations with respect to
Proprietary Information. Furthermore, Consultant shall have written agreements with each of its employees to enable the Consultant
to effect its obligations regarding assignment of Work Product described in Section 6(b). Consultant shall not solicit the services
of or offer employment to any person who is (or was during the prior twelve months) an employee of Company. |
Section 7. NOTICES. Any notice or
other communication under this Agreement shall be in writing and shall be deemed to have been duly given: (a) by email and email
attachment(s) with confirmed acknowledgement to the respective email addresses of the Company and the Consultant; (b) when delivered
personally against receipt therefore; (c) one day after being sent by Federal Express or similar overnight delivery; or (d) five
(5) business days after being mailed registered or certified mail, postage prepaid.
Section 8. STATUS OF CONSULTANT.
The Consultant shall be deemed to be an independent contractor and, except as expressly provided or authorized in the Agreement,
shall have no authority to act for or on behalf of or represent the Company, unless agreed to by separate written agreement. This
Agreement does not create a partnership or joint venture.
Section 9. OTHER ACTIVITIES OF CONSULTANT.
The Company recognizes that the Consultant now renders and may continue to render consulting and other services to other companies
that may or may not conduct business and activities similar to those of the Company.
Section 10. SUCCESSORS AND ASSIGNS.
This Agreement and all of the provisions hereof shall be binding upon and inure to benefit of the parties hereto and their
respective successors and permitted assigns. This Agreement and any of the rights, interest or obligations hereunder may be assigned
by the Consultant without the prior written consent of the Company. This Agreement and any of the rights, interests or obligations
hereunder may not be assigned by the Company without the prior written consent of the Consultant.
Section 11. SEVERABILITY OF PROVISIONS.
If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable
of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in
full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent
upon any other covenant or provision unless so expressed herein.
Section 12. ENTIRE AGREEMENT; MODIFICATION.
This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have
made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.
No amendment or modification of this Agreement shall be valid unless made in writing and signed by each of the parties hereto.
Section 13. NON-WAIVER. The failure
of any party to insist upon the strict performance of any of the term, conditions and provisions of this Agreement shall not be
construed as a waiver or relinquishment of future compliance therewith; and the said terms, conditions and provisions shall remain
in full force and effect. No waiver of any term or condition of the Agreement on the party of any party shall be effective for
any purpose whatsoever unless such waiver is in writing and signed by such party.
Section 14. REMEDIES FOR BREACH.
The Consultant and The Company mutually agree that any breach of Sections 2, 4, 5, or 6 of this Agreement by the Consultant or
the Company may cause irreparable damage to the other party and/or their affiliates, and that monetary damages alone would not
be adequate and, in the event of such breach or threat of breach, the damaged party shall have, in addition to any and all remedies
at law and without the posting of a bond or other security, the right to an injunction, specific performance or other equitable
relief necessary to prevent or redress the violation of either party’s obligations under such Sections. In the event that
an actual proceeding is brought in equity to enforce such Sections, the offending party shall not urge as a defense that there
is an adequate remedy at law nor shall the damaged party be prevented from seeking any other remedies that may be available to
it. The defaulting party shall pay all attorneys’ fees and costs incurred by the other party in enforcing this Agreement.
Section 15. GOVERNING LAW. The parties
hereto acknowledge that the transactions contemplated by this Agreement bear a reasonable relation to the State of Nevada. This
Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Nevada without
regard to such state’s principles of conflicts of laws. The parties irrevocably and unconditionally agree that the exclusive
place of jurisdiction for any action, suit or proceeding (“Actions”) relating to this Agreement shall be
in the state and/or federal courts situated State of Nevada. Each party irrevocably and unconditionally waives any objection
it may have to the venue of any Action brought in such courts or to the convenience of the forum. Final judgment in any such Action
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall
be conclusive evidence of the fact and the amount of any indebtedness or liability of any party therein described. Service of the
process in any Action by any party may be made by serving a copy of the summons and complaint, in addition to any other relevant
documents, by commercial overnight courier to any other party at their address set forth in this Agreement.
Section 16. HEADINGS. The headings
of the Sections are inserted for convenience of reference only and shall not affect any interpretation of this Agreement.
Section 17. COUNTERPARTS. This Agreement
may be executed in counterpart signatures, each of which shall be deemed an original, but all of which, when taken together, shall
constitute one and the same instrument, it being understood that both parties need not sign the same counterpart. In the event
that any signature is delivered by email transmission of scanned attachments, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such emailed
signature page were an original thereof.
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the day and year first written above.
Amarantus Bioscience Holdings, Inc.
By: __/s/ Gerald Commissiong_____________________
Name: Gerald Commisiong
Title: President &
CEO
Email: gerald@amarantus.com
Amarantus Bioscience Holdings, Inc.
655 Montgomery Street
Suite 900
San Francisco, CA 94111
United States of America
NeuroAssets SARL
__/s/ David
A. Lowe__________________________
Name: David A. Lowe
Title: President & CEO
Email: david.lowe@neuroassets.com
NeuroAssets SARL
Rue du Lac 43
CH-1800 VEVEY
Switzerland
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