Amarantus Completes Tender Exchange of Convertible Securities; CEO attending CNBC's Healthy Returns conference in New York City
SAN FRANCISCO, March 28, 2018 (GLOBE NEWSWIRE) -- Via OTC PR Wire -- Amarantus Bioscience Holdings, Inc. (OTC Pink: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, and a JLABS alumnus company, today announced that it has completed an exchange of outstanding securities with holders of approximately 96% of the outstanding convertible securities eligible to participate in such exchange (the "Tender Exchange") in accordance with the binding letter of intent that was previously executed with such holders on October 12, 2017. Concurrent with this announcement, the Company announced that its CEO is attending CNBC's Healthy Returns conference in New York City.
Pursuant to the terms of the letter of intent and exchange agreements, holders of an aggregate of approximately $8.43M in senior secured convertible debt ("Old Debt") received new secured convertible notes in the aggregate principal amount of approximately $6.74M ("New Secured Debt") and holders of an aggregate of approximately $13.91M in Series E and Series H Convertible Preferred Stock received new unsecured convertible note in the aggregate principal amount of approximately $10.43M ("New Unsecured Debt" and together with the New Secured Debt, the "New Debt"). The New Debt holders have agreed to a moratorium of conversion of the New Debt into equity securities for a period of nine months from the closing of the Tender Exchange.
Upon closing and settlement of capital equal to or greater than $5 million in Amarantus, there will be a release by holders of the New Secured Debt of all security interests in the Company's assets, and holders of New Debt will convert into a newly designated class of preferred stock (the "New Preferred Stock") (with such conversion being subject to the reduction of Company accounts payable balance to less than $2M with no single account payable exceeding $100,000), thereby improving the Company's equity balance sheet in preparation for the listing of the Company's common stock on a national exchange. Additionally, upon completion of a capital raise equal to or greater than $1 million at any subsidiary level to independently fund such subsidiaries' operations, the holders of the New Secured Debt shall release all of the security interests in such subsidiary's assets.
The holders of the New Debt and the New Preferred Stock become eligible to convert at the earlier of nine months from the closing date of the Tender Exchange ("Conversion Date"). The holders of the New Debt and New Preferred Stock will be eligible to convert approximately 25% of the principal amount of the related position (notes or preferred) starting on the Conversion Date for liquidation over a four month interval ("Liquidation Interval"), and subsequently for conversion of the next 25% and liquidation over the same intervals thereafter over the next three successive four month periods. The conversion price of the New Preferred will be the average price of the Company common stock for the immediately preceding twelve trading days, subject to an increase cap of 250% of the uplist price. The converted shares will be subject to a liquidation limit for each Liquidation Interval of each 25% of the position equal to the greater of (i) 5% of the average trading volume for the prior five days or (ii) 0.3125% of the daily average trading volume. Strict no shorting provisions have been included in the agreements.
All securities delivered in the Tender Exchange shall be assigned to a Special Purpose Vehicle to be formed by the Company (the "AMBS SPV"), for the benefit of each holder of the securities, and the AMBS SPV shall be solely responsible for the administration and liquidation of the Company securities (conversion shares) for remittance of proceeds. Holders of the New Secured Debt will receive an aggregate of 79,250,000 share of common stock of Avant Diagnostics, Inc. (OTC Pink: AVDX) that the Company currently owns, with such shares being deposited to an additional Special Purpose Vehicle to be formed (the "AVDX SPV") specifically to ensure the orderly liquidation of such AVDX shares to be held by the New Secured Debt holders, with the proceeds from such sales being used to redeem in part, or in whole, the then outstanding balance of New Secured Debt or New Preferred Stock held by the holders of Old Secured Debt. In the event the Company sells any shares of its subsidiaries, the Company has agreed to use 50% of the proceeds from such sales to redeem the balances in the AMBS SPV. The Company reserves the right to redeem all outstanding New Debt securities in the AMBS SPV for cash at any time.
"The consummation of the Tender Exchange marks a significant milestone for the Company and its subsidiaries," said Gerald E. Commissiong, President & CEO of Amarantus. He added "going forward, the Company will be focused on raising capital using newly created mechanisms under the JOBS ACT, as well as preparing its subsidiaries to raise independent capital and, as appropriate, consummating 'going public' transactions. Our initial 'go-public' effort will be focused on Elto Pharma to support its pending Phase 2b clinical trial of orphan drug designated Eltoprazine for the treatment of Parkinson's disease levodopa-induced dyskinesia (PD-LID). Amarantus is currently recruiting seasoned management to lead Elto Pharma's through this transition into a public company."
About Amarantus Bioscience Holdings, Inc.
Amarantus Bioscience Holdings, a JLABS alumnus company, 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, 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.
About Elto Pharma, Inc.
Elto Pharma, Inc. is developing Eltoprazine, an oral small molecule 5HT1A/1B partial agonist in clinical development for the treatment of Parkinson's disease levodopa-induced dyskinesia (PD-LID), Alzheimer's aggression and adult attention deficit hyperactivity disorder (adult ADHD). Eltoprazine has been evaluated in over 680 human subjects to date, and has a well-established safety profile, with statistically significant efficacy results across multiple central nervous system indications. Eltoprazine has received orphan drug designation (ODD) from the US FDA for the treatment of PD-LID.
Eltoprazine was originally developed by Solvay (now Abbvie) in aggression-related indications. The eltoprazine program was out-licensed to PsychoGenics, Inc. (PGI). PGI licensed eltoprazine to Amarantus in 2014 after a successful proof-of-concept trial in PD-LID.
In April 2017, Amarantus incorporated the wholly-owned subsidiary Elto Pharma, Inc. for the purpose of raising capital to finance the further clinical development of Eltoprazine.
About Cutanogen Corporation
Engineered Skin Substitute (ESS) is a tissue-engineered skin prepared from autologous (patient's own) skin cells. It is a combination of cultured epithelium and a collagen-dermal fibroblast implant that produces a skin substitute which contains both epidermal and dermal components. This model has been shown in preclinical studies to generate a functional skin barrier. Most importantly, because ESS is composed of a patient's own cells, it is less likely to be rejected by the immune system of the patient, unlike with porcine or cadaver grafts in which immune system rejection is a possibility. A non-GMP version ESS has been used in investigator-initiated and compassionate-use clinical settings in over 150 human subjects, primarily pediatric patients, for the treatment of severe burns up to 95% of total body surface area. The non-GMP version has also been used in the treatment of two patients with Giant Congenital Melanocytic Nevi (GCMN).
In July 2015, Amarantus' acquired Lonza Walkersville's wholly-owned subsidiary Cutanogen Corporation, the sole licensor of intellectual property rights to ESS from Cincinnati's Shriner's Hospital for Children and the University of Cincinnati. Cutanogen Corporation is a wholly-owned subsidiary of Amarantus.
About MANF Therapeutics, Inc.
MANF (mesencephalic-astrocyte-derived neurotrophic factor) is believed to have broad potential because it is a naturally-occurring protein produced by the body to reduce/prevent apoptosis (cell death) in response to injury or disease, via the unfolded protein response. By administering exogenously produced MANF the body, Amarantus is seeking to use a regenerative medicine approach to assist the body with higher quantities of MANF when needed. Amarantus is the frontrunner and primary holder of intellectual property around MANF, and is initially focusing on the development of MANF-based protein therapeutics.
In April 2017, Amarantus incorporated the wholly-owned subsidiary MANF Therapeutics, Inc. to focus on the preclinical and clinical development of MANF. MANF's lead indication is retinitis pigmentosa, and additional indications including Parkinson's disease, diabetes and Wolfram's syndrome are envisioned. Further applications for MANF may include Alzheimer's disease, traumatic brain injury, myocardial infarction, antibiotic-induced ototoxicity and certain other orphan diseases.
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 includes but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. 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