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) January 5, 2012
AMARANTUS BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 333-148922
| Delaware | 26-0690857 |
| (State or other jurisdiction of | (IRS Employer |
| incorporation or organization) | identification No.) |
| 675 Almanor Ave., Sunnyvale, CA | 94085 |
| (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 (See General Instructions A-2 below):
| ¨ | 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. |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Prepared By:
JSBarkats, PLLC
18 East 41st Street, 19th Fl.
New York, NY 10017
www.JSBarkats.Com
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the possible benefits of MANF therapeutic applications and/or advantages presented by Amarantus’ PhenoGuard technology, as well as statements about expectations, plans and prospects of the development of Amarantus' new product candidates. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including the risks that the anticipated benefits of the therapeutic drug candidates or discovery platforms, as well as the risks, uncertainties and assumptions relating to the development of Amarantus' new product candidates, including those identified under "Risk Factors" in Amarantus' most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q and in other filings Amarantus periodically makes with the SEC. Actual results may differ materially from those contemplated by these forward-looking statements Amarantus does not undertake to update any of these forward-looking statements to reflect a change in its views or events or circumstances that occur after the date of this presentation.
Item 8.01. Other Events
On 5 January 2012, Amarantus BioSciences, Inc. issued a Convertible Promissory Note to Ascendant Partners, LLC. in the principal amount of $3,636.88. The Note bears interest at the rate of six percent (6%) per annum until paid in full and is convertible into shares of Amarantus common stock at the price of $0.165 per share upon ten (10) days written notice to Amarantus. Amarantus may prepay the Note and accrued interest, without penalty, upon ten (10) days written notice to Ascendant Partners, LLC.
The principal amount of the Note is not material to Amarantus and if converted, the number of shares issued in conversion would be less that one percent (1%) of the outstanding shares of Amarantus.
On 8 February 2012, Amarantus Biosciences, Inc. issued a Convertible Promissory Note to Ascendant Partners, LLC. in the principal amount of $7,800.00. The Note bears interest at the rate of six percent (6%) per annum until paid in full and is convertible into shares of Amarantus common stock at the price of $0.10 per share upon ten (10) days written notice to Amarantus. Amarantus may prepay the Note and accrued interest, without penalty, upon ten (10) days written notice to Ascendant Partners, LLC.
The principal amount of the Note is not material to Amarantus and if converted, the number of shares issued in conversion would be less that one percent (1%) of the outstanding shares of Amarantus.
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.
Dated: 26 October 2012.
| Amarantus BioSciences, Inc. (Registrant) | ||
| By: | /s/ Gerald Commissiong | |
| Gerald Commissiong | ||
| Chief Executive Officer | ||