NEW YORK, Jan. 07, 2019 (GLOBE NEWSWIRE) -- via OTC PR WIRE -- Amarantus Bioscience Holdings, Inc. (OTC Pink: AMBS) (the "Company," or AMBS), a US-based, JLABS-alumnus biotechnology holding company developing first-in-class orphan neurologic, regenerative medicine and ophthalmic therapies and diagnostics through its subsidiaries, today provided an update on its turnaround plan as senior management prepares to attend key events surrounding the JP Morgan Healthcare Conference in San Francisco.
Progress on the AMBS Recapitalization and Distribution Plan
Our recapitalization plan to maximize the Company's portfolio value is to minimize the burn rate such that maintaining baseline operations, completing critical strategic transactions, retiring priority obligations and the distribution of holdings to shareholders can all be preserved. To this end, we have been working on executing partnerships and asset sales, while simultaneously negotiating down existing obligations.
In March 2018, the Company announced the participation of 96%+ of its legacy convertible securities (LCS) holders in the Tender Exchange, which significantly reduced balances owed, removed variable-rate pricing provisions, provided a 9-month moratorium on conversions, and provided a path to releasing all outstanding liens, while retiring the LCS in up to 4 equal tranches. There are currently approximately $16M in LCS outstanding, which the Company has the option to redeem in cash or equitize, upon certain conditions. In December 2018, the LCS holders extended their first redemption, approximately $4M, to April 2019 allowing the Company to complete the sale of the Company's Elto Pharma subsidiary to Coeptis Pharmaceuticals, Inc. ("Coeptis"
. The value of the total consideration ultimately expected to be received by Amarantus from Coeptis upon this sale is greater than all of the Company's outstanding liabilities combined.
In June 2018, the Company retained an attorney who specializes in negotiating accounts payable (AP) to bring the Company's $10M+ in outstanding AP down substantially, as this is a requirement to be able to equitize the LCS. Our strategy here is two-fold. First, we will have the Company's subsidiaries, who need to be engaged in working with certain of these AP vendors moving forward, to be responsible for directly paying down those relevant liabilities. Second, Amarantus intends to pay off a negotiated remaining AP amount via a capital raise or sale of assets. We have made substantial progress towards achieving the AP LCS equitization requirements, and expect to have further details on this LCS-related milestone later in the first quarter of 2019.
In November 2018, the Company confidentially filed a Regulation A+ tier 1 offering (the "Reg A" with the SEC to raise up to $20,000,000 in common equity at a to-be-determined fixed price of up to $1 per share. The Company received comments on the Reg A filing in mid-December from the SEC, and expects to respond to those comments shortly. The Company intends to use the proceeds from the Reg A to retire the LCS and the AP, and to provide enough working capital to extend our runway so that we can prudently monetize the value of our subsidiary holdings as those entities achieve critical milestones, without negatively impacting their ability to transact.
In December 2018, the Company entered into a term sheet to exchange certain outstanding securities held by entities owned by Mr. Heng Fai Chan. As part of the agreement, the Company is redeeming the Series F convertible preferred stock and the significant voting rights associated therewith, in exchange for equity in Amarantus, as well as equity in subsidiaries Elto Pharma, Cutanogen Corporation and Breakthrough Diagnostics. The completion of this transaction, expected in the first quarter of 2019, positions the Company's management and board of directors to be able to deliver on the recapitalization plan with a view towards maximizing common shareholder equity value.
Management Update
Now that significant progress has been made towards the recapitalization, the Company believes that it is appropriate to explore retaining new executive leadership to complete the recapitalization and distribution plan. The current management and board of directors are very supportive of a potential modification in the organizational structure, and have initiated a search to evaluate senior leadership candidates. Further updates will be provided later in the first quarter of 2019.
"I am hopeful that we can identify and retain strong, experienced executive leadership in the near future such that I can take on a lesser day-to-day role with the parent Company, and focus on representing Amarantus' interests at the subsidiary levels, as well as explore new opportunities," said Gerald E. Commissiong, President & CEO of Amarantus, and interim-CEO of Elto Pharma, Breakthrough Diagnostics, Cutanogen Corporation and MANF Therapeutics. "The past 11 years since founding Amarantus have been very exciting. However, especially over the past 3 years, an outsized burden has been placed on my family. I will be most effective serving Amarantus by being transaction-focused, and ultimately leaving the majority of the day-to-day Amarantus operations to a new leader tasked with executing the monetization and capital distribution plan."
Subsidiary transaction updates
Elto Pharma
In December 2018, Amarantus entered into definitive agreements with Coeptis Pharmaceuticals ("Coeptis" to sell Elto Pharma for 7.5 million shares of Coeptis, with an additional 7.5 million shares being delivered to Elto Pharma shareholders upon the completion of certain milestones. Prior to the acquisition of Elto Pharma, Coeptis has 15 million shares outstanding. Elto Pharma is a joint venture of which Amarantus owns approximately 50%. Elto Pharma's single asset, eltoprazine, received an independent third-party valuation of $316M for its Parkinson's disease levodopa-induced dyskinesia indication (PD-LID) in 2018. Given the nature of our recapitalization, we believe that Amarantus shareholders will benefit the most by allowing certain milestones to be achieved for eltoprazine's full value to be realized by Coeptis. Dual benefits to Amarantus shareholders should accrue from its' participation as a shareholder in the eltoprazine opportunity, as well as in Coeptis' entire product pipeline. Coeptis recently completed a transaction to gain rights to an FDA-approved drug it expects to launch later in 2019, thereby potentially providing cash flow to support eltoprazine's further development, as well as possibly mitigating Amarantus-owned equity dilution in Coeptis down the road.
Breakthrough Diagnostics
In December 2018, Amarantus announced a Joint Venture agreement with Todos Medical (OTC:TOMDF) to develop the Alzheimer's blood diagnostic 'LymPro Test 2.0'. The Joint Venture is called Breakthrough Diagnostics, Inc. ("Breakthrough" . Under the terms of the agreement, Amarantus will receive 19.99% of equity in Todos, and Todos will receive 19.99% of the equity in Breakthrough, with Todos also providing initially $500,000 to fund certain license and development costs, as well as the retention of key management to drive the program forward. Todos has an option to acquire the remaining 80.01% of Breakthrough upon the achievement of certain milestones, in exchange for a total of 50% of Todos shares (inclusive of shares issued to Amarantus via the Joint Venture). Todos owns rights to potentially revolutionary technology in the early detection of cancer based on proprietary blood immune markers, with tests for breast cancer and colorectal cancer having already received regulatory authorization in Europe. We expect the Joint Venture transaction to be completed in the first quarter of 2019.
Cutanogen Corporation and MANF Therapeutics
The Company maintains 100% ownership over its biologics subsidiaries Cutanogen Corporation, which is developing the pivotal-stage asset Engineered Skin Substitute (ESS), as well as MANF Therapeutics, developing the preclinical-stage asset mesencephalic astrocyte-derived neurotrophic factor (MANF). Amarantus is continuing to evaluate the best path forward for each of these subsidiaries within the context of the recapitalization plan, as well as the other recently announced transactions for Elto Pharma and Breakthrough Diagnostics. We intend to make determinations and begin executing on Cutanogen and MANF plans in the first half of 2019.
Summary
We expect 2019 to be the year where the focus returns to the development of Amarantus' rich pipeline that has the potential to transform the standard of care across a range of debilitating human diseases. With key assets in Parkinson's disease, Alzheimer's disease, ADHD, autologous skin replacement, and blindness, we believe the fulfillment of the Amarantus pipeline could improve the lives of millions of patients and their families worldwide, while potentially generating substantial revenue to the benefit of shareholders.
While the harsh realities of the microcap financing environment have stalled our pipeline's development timelines over the last 3.5 years, we have managed to retain and further develop our extensive patent portfolio, and have identified potential solutions to our financial situation. We have also been fortunate to retain critical, dedicated senior management to shepherd the assets through this challenging period. We begin 2019 expecting that this year will hold significant inflection milestones for the Company and its stakeholders.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor will there be any offer, solicitation or sale of securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction.
About Amarantus Bioscience Holdings, Inc.
Amarantus Bioscience Holdings (AMBS) is a JLABS alumnus 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 and Parkinson's disease. MANF was discovered by the Company's Chief Scientific Officer John Commissiong, PhD. Dr. Commissiong discovered MANF from AMBS' proprietary discovery engine PhenoGuard. The Company also owns certain rights to the Alzheimer's blood diagnostic LymPro Test, as well as MSPrecise and NuroPro.
For further information please visit www.Amarantus.com, or connect with the Amarantus on Facebook, LinkedIn, Twitter and Google+.
Amarantus Investor and Media Contact:
Gerald Commissiong
Office: 650-862-5391
Email: gerald@amarantus.com
Source: Amarantus Bioscience Holdings, Inc.
https://globenewswire.com/news-release/2019/0...admap.html
Progress on the AMBS Recapitalization and Distribution Plan
Our recapitalization plan to maximize the Company's portfolio value is to minimize the burn rate such that maintaining baseline operations, completing critical strategic transactions, retiring priority obligations and the distribution of holdings to shareholders can all be preserved. To this end, we have been working on executing partnerships and asset sales, while simultaneously negotiating down existing obligations.
In March 2018, the Company announced the participation of 96%+ of its legacy convertible securities (LCS) holders in the Tender Exchange, which significantly reduced balances owed, removed variable-rate pricing provisions, provided a 9-month moratorium on conversions, and provided a path to releasing all outstanding liens, while retiring the LCS in up to 4 equal tranches. There are currently approximately $16M in LCS outstanding, which the Company has the option to redeem in cash or equitize, upon certain conditions. In December 2018, the LCS holders extended their first redemption, approximately $4M, to April 2019 allowing the Company to complete the sale of the Company's Elto Pharma subsidiary to Coeptis Pharmaceuticals, Inc. ("Coeptis"
. The value of the total consideration ultimately expected to be received by Amarantus from Coeptis upon this sale is greater than all of the Company's outstanding liabilities combined. In June 2018, the Company retained an attorney who specializes in negotiating accounts payable (AP) to bring the Company's $10M+ in outstanding AP down substantially, as this is a requirement to be able to equitize the LCS. Our strategy here is two-fold. First, we will have the Company's subsidiaries, who need to be engaged in working with certain of these AP vendors moving forward, to be responsible for directly paying down those relevant liabilities. Second, Amarantus intends to pay off a negotiated remaining AP amount via a capital raise or sale of assets. We have made substantial progress towards achieving the AP LCS equitization requirements, and expect to have further details on this LCS-related milestone later in the first quarter of 2019.
In November 2018, the Company confidentially filed a Regulation A+ tier 1 offering (the "Reg A"
with the SEC to raise up to $20,000,000 in common equity at a to-be-determined fixed price of up to $1 per share. The Company received comments on the Reg A filing in mid-December from the SEC, and expects to respond to those comments shortly. The Company intends to use the proceeds from the Reg A to retire the LCS and the AP, and to provide enough working capital to extend our runway so that we can prudently monetize the value of our subsidiary holdings as those entities achieve critical milestones, without negatively impacting their ability to transact. In December 2018, the Company entered into a term sheet to exchange certain outstanding securities held by entities owned by Mr. Heng Fai Chan. As part of the agreement, the Company is redeeming the Series F convertible preferred stock and the significant voting rights associated therewith, in exchange for equity in Amarantus, as well as equity in subsidiaries Elto Pharma, Cutanogen Corporation and Breakthrough Diagnostics. The completion of this transaction, expected in the first quarter of 2019, positions the Company's management and board of directors to be able to deliver on the recapitalization plan with a view towards maximizing common shareholder equity value.
Management Update
Now that significant progress has been made towards the recapitalization, the Company believes that it is appropriate to explore retaining new executive leadership to complete the recapitalization and distribution plan. The current management and board of directors are very supportive of a potential modification in the organizational structure, and have initiated a search to evaluate senior leadership candidates. Further updates will be provided later in the first quarter of 2019.
"I am hopeful that we can identify and retain strong, experienced executive leadership in the near future such that I can take on a lesser day-to-day role with the parent Company, and focus on representing Amarantus' interests at the subsidiary levels, as well as explore new opportunities," said Gerald E. Commissiong, President & CEO of Amarantus, and interim-CEO of Elto Pharma, Breakthrough Diagnostics, Cutanogen Corporation and MANF Therapeutics. "The past 11 years since founding Amarantus have been very exciting. However, especially over the past 3 years, an outsized burden has been placed on my family. I will be most effective serving Amarantus by being transaction-focused, and ultimately leaving the majority of the day-to-day Amarantus operations to a new leader tasked with executing the monetization and capital distribution plan."
Subsidiary transaction updates
Elto Pharma
In December 2018, Amarantus entered into definitive agreements with Coeptis Pharmaceuticals ("Coeptis"
to sell Elto Pharma for 7.5 million shares of Coeptis, with an additional 7.5 million shares being delivered to Elto Pharma shareholders upon the completion of certain milestones. Prior to the acquisition of Elto Pharma, Coeptis has 15 million shares outstanding. Elto Pharma is a joint venture of which Amarantus owns approximately 50%. Elto Pharma's single asset, eltoprazine, received an independent third-party valuation of $316M for its Parkinson's disease levodopa-induced dyskinesia indication (PD-LID) in 2018. Given the nature of our recapitalization, we believe that Amarantus shareholders will benefit the most by allowing certain milestones to be achieved for eltoprazine's full value to be realized by Coeptis. Dual benefits to Amarantus shareholders should accrue from its' participation as a shareholder in the eltoprazine opportunity, as well as in Coeptis' entire product pipeline. Coeptis recently completed a transaction to gain rights to an FDA-approved drug it expects to launch later in 2019, thereby potentially providing cash flow to support eltoprazine's further development, as well as possibly mitigating Amarantus-owned equity dilution in Coeptis down the road. Breakthrough Diagnostics
In December 2018, Amarantus announced a Joint Venture agreement with Todos Medical (OTC:TOMDF) to develop the Alzheimer's blood diagnostic 'LymPro Test 2.0'. The Joint Venture is called Breakthrough Diagnostics, Inc. ("Breakthrough"
. Under the terms of the agreement, Amarantus will receive 19.99% of equity in Todos, and Todos will receive 19.99% of the equity in Breakthrough, with Todos also providing initially $500,000 to fund certain license and development costs, as well as the retention of key management to drive the program forward. Todos has an option to acquire the remaining 80.01% of Breakthrough upon the achievement of certain milestones, in exchange for a total of 50% of Todos shares (inclusive of shares issued to Amarantus via the Joint Venture). Todos owns rights to potentially revolutionary technology in the early detection of cancer based on proprietary blood immune markers, with tests for breast cancer and colorectal cancer having already received regulatory authorization in Europe. We expect the Joint Venture transaction to be completed in the first quarter of 2019. Cutanogen Corporation and MANF Therapeutics
The Company maintains 100% ownership over its biologics subsidiaries Cutanogen Corporation, which is developing the pivotal-stage asset Engineered Skin Substitute (ESS), as well as MANF Therapeutics, developing the preclinical-stage asset mesencephalic astrocyte-derived neurotrophic factor (MANF). Amarantus is continuing to evaluate the best path forward for each of these subsidiaries within the context of the recapitalization plan, as well as the other recently announced transactions for Elto Pharma and Breakthrough Diagnostics. We intend to make determinations and begin executing on Cutanogen and MANF plans in the first half of 2019.
Summary
We expect 2019 to be the year where the focus returns to the development of Amarantus' rich pipeline that has the potential to transform the standard of care across a range of debilitating human diseases. With key assets in Parkinson's disease, Alzheimer's disease, ADHD, autologous skin replacement, and blindness, we believe the fulfillment of the Amarantus pipeline could improve the lives of millions of patients and their families worldwide, while potentially generating substantial revenue to the benefit of shareholders.
While the harsh realities of the microcap financing environment have stalled our pipeline's development timelines over the last 3.5 years, we have managed to retain and further develop our extensive patent portfolio, and have identified potential solutions to our financial situation. We have also been fortunate to retain critical, dedicated senior management to shepherd the assets through this challenging period. We begin 2019 expecting that this year will hold significant inflection milestones for the Company and its stakeholders.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor will there be any offer, solicitation or sale of securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction.
About Amarantus Bioscience Holdings, Inc.
Amarantus Bioscience Holdings (AMBS) is a JLABS alumnus 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 and Parkinson's disease. MANF was discovered by the Company's Chief Scientific Officer John Commissiong, PhD. Dr. Commissiong discovered MANF from AMBS' proprietary discovery engine PhenoGuard. The Company also owns certain rights to the Alzheimer's blood diagnostic LymPro Test, as well as MSPrecise and NuroPro. For further information please visit www.Amarantus.com, or connect with the Amarantus on Facebook, LinkedIn, Twitter and Google+.
Amarantus Investor and Media Contact:
Gerald Commissiong
Office: 650-862-5391
Email: gerald@amarantus.com
Source: Amarantus Bioscience Holdings, Inc.
https://globenewswire.com/news-release/2019/0...admap.html
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