As filed with the Securities and Exchange
Commission on November 3, 2015
Registration No. ________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Amarantus BioScience Holdings, Inc.
(Exact name of registrant as specified in
its charter)
|
Nevada
(State or other jurisdiction of
incorporation or organization) |
26-0690857
(I.R.S. Employer
Identification No.) |
655 Montgomery Street, Suite 900
San Francisco, CA 94111
(Address of principal
executive offices) (Zip Code)
Amarantus BioScience Holdings, Inc. 2015
Consultants Plan
(Full title of the
plan)
Gerald Commissiong
Chief Executive Officer
655 Montgomery Street, Suite 900
San Francisco, CA 94111
(Name and Address of
agent for service)
(408) 737-2734
(Telephone number, including area code,
of agent for service)
With a copy to:
Jeffrey Fessler, Esq.
Marcelle Balcombe, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Telephone: (212) 930-9700
Fax: (212) 930-9725
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
| Large accelerated filer ¨ | |
Accelerated filer ¨ | |
Non-accelerated filer ¨ |
Smaller
Reporting Company þ
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered | |
Amount to
be
Registered | | |
Proposed Maximum
Offering Price Per
Share | | |
Proposed Maximum
Aggregate Offering
Price | | |
Amount of
Registration Fee | |
| Common Stock, $0.001 par value | |
| 1,000,000 | (1) | |
| $0.43 (2) | | |
$ | 430,000 | | |
$ | 43.30 | |
| (1) |
Represents shares of common stock issuable pursuant to the Amarantus BioScience Holdings, Inc. 2015 Consultants Plan. |
| |
|
| (2) |
Estimated solely for purposes
of calculating the registration fee in accordance with Rule 457(c) of the Securities Act of 1933,
as amended, using the last sale
price reported on the OTC Markets on November 2, 2015. |
EXPLANATORY NOTE
This Registration Statement is being filed by Amarantus BioScience
Holdings, Inc. (the “Company”) in accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the “Securities Act”) in order to register 1,000,000 shares of the Company’s common stock, par value
$0.001 per share, the amount of shares issuable under the Company’s 2015 Consultants Plan..
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
| Item 1. |
Plan Information. |
The
documents containing the information specified in Item 1 will be sent or given to participants in the Plan as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be and
are not filed with the Securities and Exchange Commission (the "SEC") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
| Item 2. |
Registrant Information and Employee Plan Annual Information. |
We will provide to the Consultant a written
statement advising of the availability of documents incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a) prospectus) and of documents required to be delivered pursuant
to Rule 428(b) under the Securities Act without charge and upon written or oral request by contacting:
Gerald Commissiong
Chief Executive Officer
655 Montgomery Street, Suite 900
San Francisco, CA 94111
PART II
INFORMATION NOT REQUIRED IN THE PROSPECUTS
| Item 3. |
Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference
into this Registration Statement the documents listed below. In addition, all documents subsequently filed pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing
of such documents:
| · | The Registrant’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2014 filed with the Commission on April 6, 2015. |
| · | The Registrant’s Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2015 filed with the Commission on May 19, 2015. |
| · | The Registrant’s Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2015 filed with the Commission on August 14, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on April 7, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on April 9, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on April 28, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on April 29, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on May 5, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on May 8, 2015 |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on May 11, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on May 13, 2015 |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on May 14, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on May 15, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on May 20, 2015. |
| · | The Registrant’s Current reports
on Form 8-K filed with the Commission on May 21, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on May 22, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on May 26, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on June 5, 2015. |
| · | The Registrant’s Current reports
on Form 8-K filed with the Commission on June 9, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on June 15, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on July 8, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on July 15, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on July 20, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on July 22, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on August 6, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on August 20, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on September 3, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on September 14 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on October 1, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on October 8, 2015. |
| · | The Registrant’s Current report
on Form 8-K filed with the Commission on October 28, 2015. |
| · | The description of our common stock set forth in our registration
statement on Form 8-A (Registration No. 000-55016) filed with the SEC under Section 12(g) of the Securities Exchange Act of 1934,
as amended, on August 2, 2013, including any amendments or reports filed for the purpose of updating such description. |
We will provide to each person, including any beneficial owner,
to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are
incorporated by reference into this prospectus. Requests should be directed to our CEO, Gerald Commissiong.
Any statement contained in a document incorporated, or deemed
to be incorporated, by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this Registration Statement or incorporated by reference, or
in any other subsequently filed document that also is or is deemed to be incorporated by reference, modifies or supersedes the
statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
In addition, all documents we subsequently file pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
You may request a copy of these filings at no cost, by writing
or telephoning us at the following address or telephone number:
Gerald Commissiong
Chief Executive Officer
655 Montgomery Street, Suite 900
San Francisco, CA 94111
| Item 4. |
Description of Securities. |
The Company’s shares of common stock, par value $0.001
are registered under Section of the Exchange Act of 1934, as amended.
| Item 5. |
Interests of Named Experts and Counsel. |
Not Applicable.
| Item 6. |
Indemnification of Directors and Officers. |
Section 78.7502(1) of the Nevada Revised Statutes provides that
a corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative (except in an action brought by
or on behalf of the corporation) if that person is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by that person
in connection with such action, suit or proceeding, if that person acted in good faith and in a manner which that person reasonably
believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceedings,
had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, alone, does not create a presumption that the person
did not act in good faith and in a manner which the person reasonably believed to be in, or not opposed to, the best interests
of the corporation, and that, with respect to any criminal action or proceeding, the person had reasonable cause to believe his
action was unlawful.
Section 78.7502(2) of the Nevada Revised Statutes provides that
a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit brought by or on behalf of the corporation to procure a judgment in its favor because the person acted
in any of the capacities set forth above, against expenses, including amounts paid in settlement and attorneys' fees, actually
and reasonably incurred by that person in connection with the defense or settlement of such action or suit, if the person acted
in accordance with the standard set forth above, except that no indemnification may be made in respect of any claim, issue or matter
as to which such person shall have been adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom
to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court
in which such action or suit was brought or other court of competent jurisdiction determines that, in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Section 78.7502(3) of the Nevada Revised Statutes further provides
that, to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections 1 and 2 thereof, or in the defense of any claim, issue or matter therein,
that person shall be indemnified by the corporation against expenses (including attorneys' fees) actually and reasonably incurred
by that person in connection therewith.
Section 78.751 of the Nevada Revised Statutes provides that
unless indemnification is ordered by a court, the determination to provide indemnification must be made by the stockholders, by
a majority vote of a quorum of the board of directors who were not parties to the action, suit or proceeding, or in specified circumstances
by independent legal counsel in a written opinion. In addition, the articles of incorporation, bylaws or an agreement made by the
corporation may provide for the payment of the expenses of a director or officer of the expenses of defending an action as incurred
upon receipt of an undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that the
person is not entitled to indemnification. Section 78.751 of the Nevada Revised Statutes further provides that the indemnification
provided for therein shall not be deemed exclusive of any other rights to which the indemnified party may be entitled and that
the scope of indemnification shall continue as to directors, officers, employees or agents who have ceased to hold such positions,
and to their heirs, executors and administrators.
Section 78.752 of the Nevada Revised Statutes provides that
a corporation may purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against
any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not
the corporation would have the authority to indemnify him against such liabilities and expenses.
Our Articles of Incorporation,
as amended, provide that except as otherwise provided in Nevada Revised Statutes Section 35.230, 90.660, 91.250, 452.200, 452.270,
668.045 and 694A.030, a director or officer is not individually liable to the Company, its stockholders or its creditors for any
damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that: (a) his act
or refusal to act constituted a breach of his fiduciary duties as a director or officer; and (b) his breach of those duties involved
intentional misconduct, fraud or a knowing violation of law.
| Item 7. |
Exemption from Registration Claimed. |
Not Applicable
| Exhibit Number | |
Description |
| 5.1 | |
Opinion of Sichenzia Ross Friedman Ference LLP |
| 10.1 | |
Amarantus BioScience Holdings, Inc. 2015 Consultants Plan |
| 23.1 | |
Consent of Marcum LLP |
| 23.2 | |
Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1) |
| 24.1 | |
Powers of Attorney (included on signature page) |
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in
the “Calculation of Registration Fee” table in the effective registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information
in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of
a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of San Francisco, California, on November 3, 2015.
| AMARANTUS BIOSCIENCE HOLDINGS, INC. |
| |
|
| |
|
| /s/ Gerald E. Commissiong |
|
| Name: Gerald E. Commissiong |
|
| Title: Chief Executive Officer |
|
| (Principal Executive Officer) |
|
| |
|
| |
|
| /s/ Robert Farrell |
|
| Name: Robert Farrell |
|
| Title: Chief Financial Officer |
|
| (Principal Financial Officer) |
|
| (Principal Accounting Officer) |
|
POWER OF ATTORNEY
Each person whose signature appears below
hereby constitutes and appoints each of Gerald Commissiong and Robert Farrell, his or her true and lawful attorney-in-fact and
agents with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities
to sign any and all amendments (including post-effective amendments) and additions to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
and hereby grants to such attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the
date indicated:
| SIGNATURE |
|
TITLE |
|
DATE |
| |
|
|
|
|
| |
|
|
|
|
| /s/ Gerald Commissiong |
|
|
|
|
| Gerald Commissiong |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
November 3, 2015 |
| |
|
|
|
|
| /s/ Robert Farrell |
|
|
|
|
| Robert Farrell |
|
Chief Financial Officer and Director (Principal Financial and Accounting
Officer) |
|
November 3, 2015 |
| |
|
|
|
|
/s/ John W. Commissiong |
|
|
|
|
| John W. Commissiong |
|
Chief Scientific Officer and Director |
|
November 3, 2015 |
| |
|
|
|
|
| |
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|
|
|
/s/ Robert L. Harris |
|
|
|
|
| Robert L. Harris |
|
Director |
|
November 3, 2015 |
| |
|
|
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| |
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|
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|
/s/ Don Huffman |
|
|
|
|
| Don Huffman |
|
Director |
|
November 3, 2015 |
| |
|
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|
/s/ Joseph Rubinfeld |
|
|
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|
| Joseph Rubinfeld |
|
Director |
|
November 3, 2015 |
EXHIBIT INDEX
| Exhibit Number | |
Description |
| 5.1 | |
Opinion of Sichenzia Ross Friedman Ference LLP |
| 10.1 | |
Amarantus BioScience Holdings, Inc. 2015 Consultants Plan |
| 23.1 | |
Consent of Marcum LLP |
| 23.2 | |
Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1) |
| 24.1 | |
Powers of Attorney (included on signature page) |
| | |
|
Exhibit 5.1
November 3, 2015
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
| Re: |
Amarantus BioScience Holdings, Inc. |
| |
Form S-8 Registration Statement |
Ladies and Gentlemen:
We refer to the above-captioned registration
statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”),
being filed by Amarantus BioScience Holdings, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange
Commission.
We have examined the originals, photocopies,
certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials,
and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies
and the authenticity of the originals of such latter documents.
Based on our examination mentioned above,
we are of the opinion that the securities being registered to be sold pursuant to the Registration Statement are duly authorized
and will be, when sold in the manner described in the Registration Statement, legally and validly issued, and fully paid and non-assessable.
We hereby consent to the filing of this
opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange
Commission.
| |
Very truly yours, |
| |
|
| |
/s/ Sichenzia Ross Friedman
Ference LLP |
| |
|
| |
Sichenzia Ross Friedman Ference
LLP |
Exhibit 10.1
AMARANTUS BIOSCIENCE HOLDINGS, INC.
2015 CONSULTANTS PLAN
This 2015 Consultants Plan (the "Plan")
is intended as an incentive for consultants and advisors to Amarantus BioScience Holdings, Inc., a Nevada corporation (the "Company"),
and any Subsidiary of the Company, within the meaning of Section 424(f) of the United States Internal Revenue Code of 1986, as
amended (the "Code"), whose services are considered valuable, to encourage the sense of proprietorship and to stimulate
the active interest of such persons in the development and financial success of the Company and its Subsidiaries.
| 2. | Administration of the Plan. |
The Board of Directors of the Company (the
"Board") shall act as administrator of the Plan and shall designate recipients of grants and determine the terms and
conditions of the respective grants under the Plan.
The Board shall make such rules as it deems
necessary for the proper administration of the Plan, shall make all other determinations necessary or advisable for the administration
of the Plan and shall correct any defects or supply any omission or reconcile any inconsistency in the Plan or in any grants under
the Plan.
| 3. | Designation of Grantees. |
The persons eligible for participation in
the Plan as recipients of grants (the "Grantees" or the "Participants") shall include consultants and advisors
to the Company or any Subsidiary. In selecting Participants, and in determining the number of shares to be covered by each award
granted to Participants, the Board may consider any factors it deems relevant, including, without limitation, the Participant's
relationship to the Company, the Participant's degree of responsibility for and contribution to the growth and success of the Company
or any Subsidiary, the Participant's length of service, promotions and potential.
| 4. | Stock Reserved for the Plan. |
Subject to adjustment as provided in Section
5 hereof, a total of 1,000,000 shares of the Company's common stock, par value $0.001 per share (the "Stock"), shall
be subject to the Plan. The shares of Stock subject to the Plan shall consist of unissued shares, treasury shares or previously
issued shares held by any Subsidiary of the Company, and such number of shares of Stock shall be and is hereby reserved for such
purpose. Any of such shares of Stock that may remain unissued at the termination of the Plan shall cease to be reserved for the
purposes of the Plan, but until termination of the Plan the Company shall at all times reserve a sufficient number of shares of
Stock to meet the requirements of the Plan.
| 5. | Capital Change of the Company. |
In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Stock, the Board shall make
an appropriate and equitable adjustment in the number and kind of shares reserved for issuance under the Plan.
| 6. | Purchase for Investment/Conditions. |
Unless the shares covered by the Plan have
been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the Company has determined that
such registration is unnecessary, each person receiving Stock under the Plan may he required by the Company to give a representation
in writing that he is acquiring the securities for his own account for investment and not with a view to, or for sale in connection
with, the distribution of any part thereof. The Board may impose any additional or further restrictions on awards of Stock as shall
be determined by the Board at the time of award.
(a) The Company may make such provisions
as it may deem appropriate, consistent with applicable law, in connection with any grant made under the Plan with respect to the
withholding of any taxes (including income or employment taxes) or any other tax matters.
(b) If any Grantee, in connection with
the acquisition of Stock, makes the election permitted under Section 83(b) of the Code (that is, an election to include in gross
income in the year of transfer the amounts specified in Section 83(b)), such Grantee shall notify the Company of the election with
the Internal Revenue Service pursuant to regulations issued under the authority of Code Section 83(b).
| 8. | Effective Date of Plan. |
The Plan shall be effective on October 22,
2015.
| 9. | Amendment and Termination. |
The Board may amend, suspend, or terminate
the Plan, except that no amendment shall be made that would impair the rights of any Participant under any grant theretofore made
without the Participant's consent.
| 10. | Government Regulations. |
The Plan, and the grant of Stock hereunder,
and the obligation of the Company to sell and deliver Stock shall be subject to all applicable laws, rules and regulations, and
to such approvals by any governmental agencies, national securities exchanges and interdealer quotation systems as may be required.
(a) Certificates. All certificates
for shares of Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Board
may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, or other securities
commissions having jurisdiction, any applicable Federal or state securities law, any stock exchange or interdealer quotation system
upon which the Stock is then listed or traded and the Board may cause a legend or legends to be placed on any such certificates
to make appropriate reference to such restrictions.
(b) Limitation of Liability.
No member of the Board, or any officer or employee of the Company acting on behalf of the Board, shall be personally liable for
any action, determination or interpretation taken or made in good faith with respect to the Plan, and all members of the Board
and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified
and protected by the Company in respect of any such action, determination or interpretation.
(c) Registration of Stock. Notwithstanding
any other provision in the Plan, no Stock may be issued unless and until the Stock to be issued has been registered under the Securities
Act and applicable state securities laws, or are, in the opinion of counsel to the Company, exempt from such registration in the
United States. The Company shall not be under any obligation to register under applicable federal or state securities laws any
Stock to be issued. If the Company chooses to comply with such an exemption from registration, the Stock issued under the Plan
may, at the direction of the Board, bear an appropriate restrictive legend restricting the transfer or pledge of the Stock represented
thereby, and the Board may also give appropriate stop transfer instructions with respect to such Stock to the Company's transfer
agent.
| 13. | Non-Uniform Determinations. |
The Board's determinations under the Plan,
including, without limitation, (i) the determination of the Participants to receive awards, (ii) the form, amount and timing of
such awards, (iii) the terms and provisions of such awards and (iv) the agreements evidencing the same, need not be uniform and
may be made by it selectively among Participants who receive, or who are eligible to receive, awards under the Plan, whether or
not such Participants are similarly situated.
The validity, construction, and effect of
the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the internal laws of the State
of Nevada, without giving effect to principles of conflicts of laws, and applicable federal law.
Exhibit 23.1
Independent
Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference
in this Registration Statement of Amarantus Bioscience Holdings, Inc. on Form S-8 of our report, which includes an explanatory
paragraph as to the Company’s ability to continue as a going concern dated April 3, 2015, except for Note 1A, as to which
the date is August 14, 2015, with respect to our audits of the consolidated financial statements of Amarantus Bioscience Holdings,
Inc. as of December 31, 2014 and 2013 and for the years then ended appearing in the Annual Report on Form 10-K.
/s/ Marcum llp
Marcum llp
New York, NY
November 3, 2015
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