AMARANTUS BIOSCIENCE HOLDINGS, INC. (OTCMKTS:AMBS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
On April 6, 2017, Amarantus BioScience Holdings, Inc. (the
Company) issued a 12% Senior Secured Convertible Note (the
Secured Note) to Xpress Group International Limited (the
Investor) in the principal amount of $100,000 to a Securities
Purchase Agreement dated April 6, 2017 (the SPA).
The Secured Note matures on October 6, 2017 (the Maturity Date)
and shall accrue interest at a rate equal to 12% per annum. The
Secured Note contains 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 Investors shall
receive additional shares of Avant common stock such that the
total amount of Avant common stock received by the 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 April 6, 2017 the Company entered into the Second
Amendment To Intercreditor And Subordination Agreement (Second
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 Companys 12% Senior
Secured Convertible Promissory Notes, in the original aggregate
principal amount of approximately $9,215,000 to the Senior Loan
Agreement, Delafield in its capacity as collateral agent (in such
capacity, the Collateral Agent) and the Investor to which the
Secured Note and any subsequent amounts invested by the Investor
in the Company in the form of a secured note shall be subject to
Second Amendment.
Additionally the Company entered into Amendment No. 1 to the
pledge agreement dated as of October 31, 2016 between the Company
and the Investor (the Pledge Agreement Amendment) to which the
Companys obligation under the Secured Note are secured by 5.5
million shares of Avant common stock owned by the Company.
The Investor is a corporation owned by Mr. Chan Heng Fai. Mr.
Chan is also the owner of Amarantus Bioscience PTE, Ltd., the
controlling shareholder of the Company. In addition, Mr. Chan is
the Chief Executive Officer of Singapore eDevelopment Limited. to
a non-binding Letter of Intent entered into in February of 2017
between the Company and SeD Biomedical Inc., a subsidiary of
Singapore eDevelopment Limited, wherein SeD Biomedical Inc.
agreed to inject certain assets into the Company, subject to
certain contingencies, including, but not limited to, the
completion of due diligence and the execution of definitive
agreements. to the non-binding Letter of Intent, SeD Biomedical
is entitled to select certain members of the Companys Board of
Directors, and has named four of the Companys current eight
directors. Those directors named by SED BioMedical Inc. recused
themselves from all deliberations regarding the Secured Note, the
SPA, the Second Amendment and the Pledge Agreement Amendment.
The foregoing summaries of the Secured Note, SPA, Second
Amendment, the Pledge Agreement Amendment 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,
Second Amendment, the Pledge Agreement Amendment and the
Convertible Notes filed as exhibits hereto.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information included under Item 1.01 of this Current Report
on Form8-K is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Form of Amendment No. 1 to Pledge Agreement | |
| 10.3 |
Form of Second Amendment to Intercreditor and Subordination Agreement |
|
| 10.4 | Form of Senior Secured Convertible Note |
|
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About AMARANTUS BIOSCIENCE HOLDINGS, INC. (OTCMKTS:AMBS)
Amarantus Bioscience Holdings, Inc. is a biopharmaceutical holding company. The Company has approximately three operating divisions: the diagnostics division, the therapeutics division and the drug discovery division. It owns licenses to various product candidates in the therapeutic and diagnostic sectors of the life sciences industry. It is developing diagnostic product candidates in the field of neurology, and therapeutic product candidates in the areas of neurology, psychiatry, ophthalmology and regenerative medicine. The Company, through its subsidiary, Cutanogen Corporation, is developing a regenerative medicine cell therapy-based autologous skin replacement product, Engineered Skin substitute, which is in mid-stage clinical development, for the treatment of life-threatening severe burns. It is also developing a mid-stage clinical-stage pharmaceutical drug candidate, Eltoprazine, a small molecule 5HT1a/1b partial agonist for the treatment of symptomatic neurological disorders. AMARANTUS BIOSCIENCE HOLDINGS, INC. (OTCMKTS:AMBS) Recent Trading Information
AMARANTUS BIOSCIENCE HOLDINGS, INC. (OTCMKTS:AMBS) closed its last trading session up +0.0018 at 0.0478 with 303,036 shares trading hands.