UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 27, 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 |
Option Agreement
On March 27, 2015, Amarantus Bioscience
Holdings, Inc. (the “Company”) entered into Amendment No. 3 to the Option Agreement (the “Third Amendment Agreement”)
between the Company and Lonza Walkersville, Inc. (“Lonza”) dated October 27, 2014 which provides that the option period
may be further extended from March 31, 2015 on a month-by-month basis until August 31, 2015, upon payment of additional $350,000
on March 31, 2015, $400,000 on April 30, 2015, $600,000 on May 31, 2015, $600,000 on June 30, 2015 and $600,000 on July 31, 2015.
If the Company exercises the option prior to any payment being due, then the payment (s) shall not be required to be paid. In the
event an option payment is not made or the option is not executed, then the Company must pay Lonza a $1,000,000 break-up fee. Part
of the proceeds from the option fees paid by the Company will be used by Lonza to prepare for a Phase 1/Early Phase 2 clinical
trial of Engineered Skin Substitute Walkersville (“ESS-W”).
During the option period, the Company shall
assist Lonza with the project management of the ESS-W program and Lonza shall provide the Company access to certain documents related
to obtaining approval of an Institutional Review Board at the clinical site(s), initially a U.S. Military clinical site.
Note Transaction
On March 31, 2015, the Company entered into
a Securities Purchase Agreement (the “SPA”) with an institutional investor (the “Investor”) pursuant to
which such Investor purchased (i) an aggregate of $350,000 in principal amount of 12% Promissory Notes (the “Notes”)
due December 23, 2015, and (ii) 280,000 shares of the Company’s restricted common stock (together, the “Note Transaction”).
The principal amount of the Notes shall
accrue interest at a rate equal to 12% per annum, of which six (6) months’ worth of interest shall be guaranteed, payable
on the Maturity Date in cash, or, at the Company’s option, in common stock or a combination thereof. At any time upon ten
(10) days written notice to the Investor, the Company may prepay any portion of the principal amount of the Notes and any accrued
and unpaid interest at an amount equal to 110% of the then outstanding principal amount of the Notes and guaranteed interest, 10%
of which may be paid in cash or, at the Company’s option, in common stock or a combination thereof. Within three (3) business
days following the consummation of a Qualified Financing (as defined in the Note), the Company shall prepay the entire principal
amount of the Note then outstanding and any accrued and unpaid interest, at an amount equal to 110% of the then outstanding principal
amount of the Notes and guaranteed interest, 10% of which may be paid in cash or, at the Company’s option, in common stock
or a combination thereof.
The Notes contain certain customary Events
of Default (including, but not limited to, default in payment of principal or interest thereunder, breaches of covenants, agreements,
representations or warranties thereunder, the occurrence of an event of default under certain material contracts of the Company,
including the transaction documents relating to the Note Transaction, changes in control of the Company and the entering or filing
of certain monetary judgments against the Company). Upon the occurrence of any such Event of Default the outstanding principal
amount of the Notes, plus accrued but unpaid interest, liquidated damages, and other amounts owing in respect thereof through the
date of acceleration, shall become, at the Investor’s election, immediately due and payable in cash. Upon any Event of Default
that results in acceleration of the Notes, the interest rate on the Notes shall accrue at an interest rate equal to the lesser
of 24% per annum or the maximum rate permitted under applicable law.
In connection with the Note Transaction,
effective on March 31, 2015, the Company entered into a Security Agreement with the Investor (the “Security Agreement”)
pursuant to which the Company agreed to grant a security interest in certain of its property (the “Collateral”) to
the Investor in order to secure the prompt payment, performance and discharge in full of all of the Company’s obligations
under the Notes. The Collateral shall consist of all of the Debtors’ rights, title and interest in and to that certain Asset
Purchase Agreement, dated November 7, 2014, by and among the Company, Regenicin, Inc., Clark Corporate Law Group, LLP, and Gordon
& Rees, LLP and that certain Option Agreement, dated November 7, 2014, by and between the Company and Lonza Walkersville.
The foregoing description of the Third
Amendment Agreement, the SPA, the Note and the Security Agreement does not purport to be complete and is qualified in its entirety
by reference to the complete text of each of the Third Amendment Agreement, the SPA, the Note, and the Security Agreement, attached
hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 is
incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 is
incorporated by reference herein.
The issuance of the securities described
above were completed in accordance with the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 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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Amendment No. 3 to Option Agreement dated March 27, 2015 between Amarantus Bioscience Holdings, Inc., and Lonza Walkersville, Inc. |
10.2
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Form of Securities Purchase Agreement (incorporated by reference
to Exhibit 10.2 filed with Current Report on Form 8-K on February 25, 2015).
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10.3
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Form of 12% Promissory Note( incorporated by reference to Exhibit
10.3 filed with Current Report on Form 8-K on February 25, 2015).
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10.4
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Form of Security Agreement (incorporated by reference to Exhibit 10.4 filed with Current Report on Form 8-K on February 25, 2015). |
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: March 31, 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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Exhibit 10.1
AMENDMENT NO. 3 TO OPTION AGREEMENT
This AMENDMENT NO. 3 TO OPTION AGREEMENT
(the “Third Amendment”), dated March 27, 2015,(the “Third Amendment Effective Date”), amends that certain
Option Agreement dated October 27, 2014 (the “Original Agreement”) as amended by the First Amendment to the Option
Agreement dated January 5, 2015 (the “First Amendment”) and by the Second Amendment to the Option Agreement dated February
6th, 2015 (the “Second Amendment” and together with the Original Agreement and First Amendment, and the
Second Amendment the “Option Agreement”) between Amarantus Bioscience Holdings, Inc., a Nevada corporation (“Amarantus”)
and Lonza Walkersville, Inc., a Delaware corporation (“Lonza”). The parties identified above are sometimes hereinafter
individually referred to as a “Party” and collectively as the “Parties.” Capitalized terms not defined
herein shall have the meanings assigned to them in the Option Agreement.
RECITALS
WHEREAS, upon the terms and subject to the
conditions contain herein, Lonza and Amarantus have agreed to further amend the Option Agreement;
NOW THEREFORE, in consideration for the
mutual covenants, agreements and
representations and warranties contained herein and the Option
Agreement, the Parties, intending to be legally bound hereby, agree as follows:
ARTICLE I -- Amendment
| 1. | The second to last sentence of Paragraph (c) of the First Amendment, as amended by the Second Amendment, shall be deleted in
its entirety. |
| 2. | Paragraph (d) of the First Amendment, as amended by Paragraph 2 of the Second Amendment shall be amended to read, in its entirety,
as follows: |
“(d) Extension of Option
Period. The Option Period as defined in Section 1.1 of the Option Agreement is extended, upon payment of $400,000 of the
additional consideration set forth in (c) above, through February 28, 2015 and may be further extended, upon payment of an additional
$300,000 of the additional consideration set forth in (c) above, through March 31, 2015. The Option Period may be further extended
on a month-by-month basis until August 31, 2015, upon payment of additional consideration, payable as follows: $350,000 on March
31st, 2015, $400,000 on April 30th, 2015, $600,000 on May 31st, 2015, $600,000 on June 30, 2015,
and $600,000 on July 31, 2015. If Amarantus exercises the Option prior to any payment becoming due, then that payment shall not
be required to be paid.”
| 3. | In addition to the consideration already paid under the Original Agreement, the First Amendment and the Second Amendment, Amarantus
shall assist with the project management of the Engineered Skin Substitute Walkersville (“ESS-W”) program and Lonza
shall provide access to certain documents related to obtaining approval of an Institutional Review Board (“IRB”) at
the clinical site(s). |
| 4. | If (i) for any reason or no reason Amarantus does not exercise the Option by August 31, 2015, or (ii) Lonza has terminated
the Option Agreement because of Amarantus’s failure to make any payment due under paragraph 2 of this Third Amendment within
five (5) business days of any such payment becoming due or (iii) Lonza has terminated the Option Agreement under Section 6 below,
then, in any such instance, Amarantus will pay to Lonza a break-up fee of one million dollars ($1,000,000) (the “Break-up
Fee”) payable within thirty (30) days after such termination is effective. |
| 5. | Prior to any and all communications, oral or written, to third parties including, but not limited to, those parties listed
on Exhibit A or to any potential sublicensees or government agencies, in each case with respect to or otherwise relating to the
Company, Lonza, and/or the ESS-W program, made by or on behalf of Amarantus relating to the Company, Lonza, and/or ESS-W, Amarantus
shall request Lonza’s written approval of each such communication, which approval may be withheld in Lonza’s sole discretion.
Neither Amarantus nor any of its representatives shall make any such communications without Lonza’s prior written approval.
For clarity, the restrictions in the previous sentence shall not apply to communications made by Amarantus with (i) Amarantus’
current and potential investors (provided such investors are not potential sublicensees), or (ii) any investment bankers or investment
banking analysts; provided, however, in each case such disclosures are either (A) subject to written confidentiality obligations
at least as stringent as those set forth in the LOI or (B) limited in scope to information approved in writing for communication
by Lonza. With respect to subsection (B) in the previous sentence, Amarantus will prepare a frequently asked questions document
(including answers) (the “FAQ”) for communication with current or potential investors, which once approved in writing
by Lonza can be communicated and discussed with such investors. If Amarantus desires to communicate with such investors information
not specifically approved in the FAQ, Amarantus will request Lonza’s written approval before such communication or refer
the investor to David Smith at Lonza. If Amarantus breaches the obligations set forth herein, Lonza may immediately terminate the
Option Agreement upon written notice to Amarantus. In addition to the foregoing, Amarantus shall indemnify Lonza and its affiliates,
and their respective directors, officers, employees and agents, and defend and hold each of them harmless, from and against any
and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) in connection
with any and all liability suits, investigations, claims or demands (collectively, “Losses”) to the extent such Losses
arise out of or result from any claim, lawsuit or other action or threat by a third party arising out of any breach of the obligations
set forth in this Section 5. |
All other terms not identified herein shall remain unchanged.
IN WITNESS WHEREOF, each of the Parties
hereto has executed this Second Amendment as of the day and year first above written.
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AMARANTUS BIOSCIENCE HOLDINGS, INC. |
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By: |
/s/ Robert E. Farrell |
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Name: Robert E. Farrell |
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Title: Chief
Financial Officer |
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LONZA WALKERSVILLE, INC. |
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By: |
/s/ David W. Smith |
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Name: David W. Smith |
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Title: VP Global
Business Development |
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