SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 6, 2014
AMARANTUS BIOSCIENCE HOLDINGS, INC.
(Exact name of registrant as specified in
|(State or other jurisdiction of
incorporation or organization)
|(Commission File Number)
c/o Janssen Labs @QB3
953 Indiana Street
San Francisco, CA
|(Address of Principal Executive Offices)
(Registrant’s telephone number, including
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:
communications pursuant to Rule 425 under the Securities Act
material pursuant to Rule 14a-12 under the Exchange Act
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 6,
2014, Amarantus Bioscience Holdings, Inc., a Nevada corporation (the “Company”) entered into an employment agreement
with Gerald E. Commissiong pursuant to the employment letter (the “Employment Letter”) attached hereto as Exhibit 10.1.
Pursuant to the Employment Letter, Mr. Commissiong will continue to serve as the Company’s President and Chief Executive
Pursuant to the Employment
Letter, Mr. Commissiong shall be entitled to an initial base salary (“Base Salary”) of $225,000 per year, which shall
automatically increase to $337,500 per year upon the Company becoming listed on the NASDAQ Stock Market. In addition to the Base
Salary, Mr. Commisiong shall be eligible for a performance bonus of up to 35% of his Base Salary, which shall be based upon certain
milestones set by the Company’s Board of Directors in their sole discretion. The Employment Letter provides for the payment
of a signing bonus of $50,000, which payment of which Mr. Commissiong agreed to defer until a later date.
pursuant to the Employment Letter, the Company granted Mr. Commissiong stock options to purchase five million (5,000,000)
shares of the Company’s common stock at a per share price equal to fair market value on the date of the grant, subject
to a four year vesting schedule as described in the Employment Letter.
employment with the Company will be “at will”. Should Mr. Commissiong’s employment with the Company be terminated
by the Company for a reason other than for “Cause” (as defined in the Employment Letter) or Mr. Commissiong terminates
his employment with the Company for “Good Reason” (as defined in the Employment Letter), Mr. Commissiong shall, upon
execution of a release agreement with the Company, be entitled to receive as severance: (i) one year of his then Base Salary to
be paid in the form of monthly salary continuation, (ii) one year of continued coverage under the Company’s health care benefit
package, (iii) a full performance bonus equal to 35% of his then Base Salary, and (iv) immediate acceleration of 25% of all outstanding
unvested equity awards then held by Mr. Commissiong.
Should Mr. Commissiong’s
employment with the Company be terminated by the Company for a reason other than for “Cause” or Mr. Commissiong terminates
his employment with the Company for “Good Reason” in connection with or during the twelve (12) month period immediately
following the effective date of a “Change in Control” (as defined in the Employment Letter), and provided such termination
constitutes a “separation from service” as that term is defined pursuant to the Treasury Regulation Section 1-409A-1(h),
in addition to the severance package as described above, Mr. Commissiong shall be entitled to have all outstanding unvested equity
awards then held by Mr. Commissiong become fully vested and, if applicable, exercisable.
The foregoing description
of the Employment Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of
such agreement filed as Exhibits 10.1 hereto and which is incorporated herein by reference.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year
Effective October 9,
2014, the Company filed an amendment to its articles of incorporation in Nevada to increase its authorized common stock to 2,000,000,000
Item 8.01 Other Events.
On October 7, 2014,
the Company issued a press release announcing that that Roman Urfer, PhD, Chief Development Officer at NeuroAssets, the Company’s
investigator, presented animal data on MANF in ocular conditions at the "Targeting Ocular Disorders" Conference and concluded
that MANF provided positive protective functional effects in animal models of central retinal vein occlusion (CRVO), as well as
central retinal artery occlusion (CRAO) and glaucoma.
On October 9, 2014,
the Company issued a press release announcing positive data from its LP-002 study of the Lymphocyte Proliferation Test (LymPro
Test®) blood diagnostic for Alzheimer's disease.
The information disclosed
under this Item 8.01, including Exhibits 99.1 and 99.2 hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into
any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth
in such filing.
Item 9.01 Financial Statements and Exhibits.
||Certificate of Amendment to the Articles of Incorporation filed with the Secretary of State on October 9, 2014. |
|10.1||Employment Letter, entered into by and between Gerald E. Commissiong and Amarantus Bioscience Holdings, Inc.|
|99.1||Press Release dated October 7, 2014|
|99.2||Press Release dated October 9, 2014|
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.
||AMARANTUS BIOSCIENCE HOLDINGS, INC.|
|Date: October 9, 2014
||/s/ Gerald E. Commissiong
||Name: Gerald E. Commissiong
||Title: Chief Executive Officer