Item 1.01
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Entry into a Material Definitive Agreement
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On November 1, 2016, Amarantus BioScience Holdings,
Inc. (the “Company”) issued a 12% Senior Secured Convertible Notes (the “Secured Note”) to two institutional
investors (Dominick Membership, LLC and Xpress Group International Limited, collectively the “New Investors”) in the
aggregate principal amount of $250,000 pursuant to a Securities Purchase Agreement dated October 25, 2016 (the “SPA”).
The Secured Note matures on November 1, 2017
(the “Maturity Date “) and shall accrue interest at a rate equal to 12% per annum. The Secured Note contain certain
customary Events of Default (including, but not limited to, default in payment of principal or interest thereunder or a material
breach of any transaction document. Upon the occurrence of any such Event of Default the outstanding principal amount of the Secured
Note, plus accrued but unpaid interest and other amounts owing in respect thereof through the date of acceleration, shall become
immediately due and payable.
The Secured Note is convertible at any
time into either Company common stock at a fixed conversion price of $0.0125 per share or common shares of Avant Diagnostics, Inc.
(“Avant”) owned by the Company at a conversion price of $0.16 per share. If the market price of Avant common stock
based on an average of the closing trading price of Avant common stock for the five trading days immediately prior to the Conversion
Date (the “Avant Conversion Market Price”) was less than $0.32, then the New Investors shall receive additional shares
of Avant common stock such that the total amount of Avant common stock received by the New Investors as of the conversion date,
when valued at the Avant Conversion Market Price, will equal the conversion amount up to a maximum total of 5.5 million shares
of Avant common stock.
On the Maturity Date, all outstanding principal
and accrued and unpaid interest shall be converted into Company common stock.
In addition, on October 31, 2016 the
Company entered into the First Amendment To Intercreditor And Subordination Agreement (“First Amendment”), by and among
the, the Company, all of the subsidiaries of the Company (such subsidiaries, the “Subsidiaries”, the Company jointly
and severally, together with their respective successors and assigns, collectively, the “Debtors”), GEMG LLC (“GEMG”),
Anson Investments Master Fund LP (“Anson”), Dominion Capital, LLC, (“Dominion”) and Delafield Investments
Limited (“Delafield”) the holders (Anson, Dominion and Delafield are collectively, the “April 2016 Holders”)
of the Company’s 12% OID Senior Secured Convertible Promissory Notes, in the original aggregate principal amount of approximately
$9,215,000 pursuant to the Senior Loan Agreement, Delafield in its capacity as collateral agent (in such capacity, the “Collateral
Agent”) and the New Investors pursuant to which GEMG continued to remain as a senior lender, the New Investors became a junior
lender to GEMG and senior to the April 2016 Holders, and the April 2016 Holders became subordinated lenders to both GEMG and the
New Investors.
Additionally the Company entered into a pledge agreement (the
“Pledge Agreement” dated as of October 31, 2016 between the Company and the New Investors pursuant to which the Company’s
obligation under the Secured Note are secured by 5.5 million shares of Avant common stock owned by the Company.
On October 18, 2016, the Company entered into two $500,000 0%
convertible promissory notes (the “Convertible Notes”) for advisory services each of which are due and payable on October,
182017. The Notes will be converted on April 18, 2017 ( the “Conversion Date”) into the Company’s common stock
(the “Shares”) in the amount of a) US$500,000 (“Principal Amount") using the fixed price per share of $0.025/share
(the “Conversion Price”) to determine the number of shares to be delivered.
The foregoing summaries of the Secured Note,
SPA, First Amendment, the Pledge Agreement and the Convertible Notes do not purport to be complete and are qualified in their entirety
by reference to the copies of the Secured Note, SPA, First Amendment, the Pledge Agreement and the Convertible Notes filed as exhibits
hereto.