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EX-99.1 - EXHIBIT 99.1 - Amarantus Bioscience Holdings, Inc.v332484_ex99-1.htm
EX-99.3 - EXHIBIT 99.3 - Amarantus Bioscience Holdings, Inc.v332484_ex99-3.htm
EX-99.2 - EXHIBIT 99.2 - Amarantus Bioscience Holdings, Inc.v332484_ex99-2.htm




Washington, D.C. 20549








Date of Report (Date of earliest event reported) 18 January 2013




(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, Sunnydale, 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:

Sunny J. Barkats, Esq.,


JSBarkats, PLLC

18 East 41 stStreet, 19 thFl.

New York, NY 10017





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 receivable in 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.


Section 8-Other Events


Item 8.01 Other Events


On 17 January 2013, the Board of Directors of Amarantus BioScience, Inc. adopted a unanimous written resolution authorizing the Company’s officers, agents, and counsel to take any and all action reasonably necessary to cause the immediate cessation of trading and delisting of Amarantus common stock from the Berlin-Bremen Stock Exchange (the “BBSE”), or from any unofficially regulated markets controlled by the BBSE, including the commencement of legal proceedings in the United States or Germany against the BBSE or any broker or other unauthorized person making a market in the Company’s stock in Germany through the BBSE or otherwise. The Company’s common stock was listed on the BBSE without the Company’s prior knowledge, consent, or authorization. The Company did not authorize or direct any BBSE broker to act as market maker for the Company’s common stock, and believes such listing is part of an organized effort to circumvent U.S. securities laws, including the restrictions against “naked short selling.”


The Company believes that de-listing from the BBSE will facilitate the orderly trading of the Company’s stock.



Section 9-Financial Statement and Exhibits


Item 9.01 Financial Statements and Exhibits


(d) Exhibits.


99.1Unanimous Written Consent of the Board of Directors of Amarantus BioScience, Inc., dated 17 January 2013
99.2Copy of letter from corporate counsel for Amarantus Bioscience, Inc. to Berlin Bremen Stock Echange
99.3Copy of letter from corporate counsel for Amarantus Bioscience, Inc. to market maker MWB Fairtrade






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: 18 January 2013  /s/ Gerald Commissiong
  Gerald Commissiong
  Chief Executive Officer