Amarantus Enters into Definitive Agreements for up to $1.5 Million in Funding

Published: Feb 27, 2018

SAN FRANCISCO, California USA - February 26, 2018 – Amarantus BioScience Holdings, Inc. (OTCPK: AMBS) (the “Company” or AMBS), a US-based biotechnology holding company with wholly-owned subsidiaries developing first-in-class orphan neurologic, regenerative medicine and ophthalmic therapies, today announced that it has entered into definitive agreements to raise up to $1.5 million in funding from an institutional investor in up to 5 tranches of $300,000 each. Dominick & Dickerman LLC and Paulson Investment Company served as co-placement agents on the transaction. Concurrent with this announcement, the Company's CEO will be presenting an overview of Elto Pharma’s pending Phase 2b Eltoprazine program for Parkinson's disease levodopa-induced dyskinesia (PD-LID) and Cutanogen Corporation’s pending pivotal trial in Pediatric Severe Burns on Thursday March 1st, 2018 at 9:45pa ET at the BIOCOM Global Life Science Partnering Conference in San Diego, CA
(http://biocomglobalpartnering.org/) .

Pursuant to the terms of the agreement, the investor shall receive 300 shares of 12% Series I Convertible Preferred Stock (the “Preferred Stock”), with a stated value of $1,000 per share, for each $300,000 tranche of funding. Each share of Preferred Stock is convertible into common stock at a fixed price of $0.07 per share, subject to adjustment. The Company may repurchase all outstanding shares of Preferred Stock at any time under the terms of the agreement. In parallel, the Company announced that it is opening the exchange period contemplated under the agreements surrounding the Forbearance and Capital Restructuring Binding Letters of Intent (“LOIs”) for the Tender Exchange the Company entered into in the fourth quarter of 2017 with the holders of a controlling majority of the Company Senior Secured Convertible Debt and Convertible Preferred Stock. The exchange period is expected to be completed on or before March 17, 2018. Holders of 96% of securities eligible for the
Tender Exchange have executed the LOIs acknowledging their participation in the Company’s recapitalization effort. Holders of the remaining 4% of securities eligible for the Tender Exchange are able to participate until the expiration of the exchange period.

Upon completion of the Tender Exchange, the Company intends to utilize funding mechanisms created under the JOBS Act to raise equity capital. The Company intends for its subsidiaries to raise capital independently to advance their business plans, thereby limiting Amarantus’ ongoing need to fund the subsidiaries’ product development programs, thereby limiting future dilution.

About Amarantus Bioscience Holdings, Inc.

Amarantus Bioscience Holdings (AMBS) is a biotechnology company developing treatments and diagnostics for diseases in the areas of neurology, regenerative medicine and orphan diseases through its subsidiaries. AMBS’ wholly-owned subsidiary Elto Pharma, Inc. has development rights to eltoprazine, a Phase 2b-ready small molecule indicated for Parkinson's disease levodopa-induced dyskinesia, Alzheimer’s aggression and adult attention deficit hyperactivity disorder, commonly known as ADHD. AMBS acquired the rights to the Engineered Skin Substitute program (ESS), a regenerative medicine-based approach for treating severe burns with full-thickness autologous skin grown in tissue culture that is being pursued by AMBS’ wholly-owned subsidiary Cutanogen Corporation. AMBS’ wholly-owned subsidiary MANF Therapeutics, Inc. owns key intellectual property rights and licenses from a number of prominent universities related to the development of the therapeutic protein known as mesencephalic astrocyte-derived neurotrophic factor (“MANF”). MANF Therapeutics, Inc. is developing MANF-based products as treatments for brain and ophthalmic disorders. MANF was discovered by the Company’s Chief Scientific Officer John Commissiong, PhD. Dr. Commissiong discovered MANF from AMBS’ proprietary discovery engine PhenoGuard. AMBS also owns approximately 79.25 million shares of Avant Diagnostics, Inc. via the sale of its wholly-owned subsidiary Amarantus Diagnostics, Inc. that occurred in May 2016.

For further information please visit www.Amarantus.com, or connect with AMBS on Facebook, LinkedIn, Twitter and Google+.

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not
limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates and competition. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

** Amarantus Investor and Media Contact:
Ascendant Partners, LLC
Richard Galterio
+1-732-410-9810
rich@ascendantpartnersllc.com

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