Legal Opinion for Amarantus Bioscience Holdings, I
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Posted On: 07/01/2019 8:07:18 AM
Legal Opinion for Amarantus Bioscience Holdings, Inc.
Dear Sir or Madam:
This letter is in response to the request that we express our opinion as to the accuracy and current nature of information provided by Amarantus Bioscience Holdings, Inc., (“AMBS” or “the Issuer”). This opinion letter is intended only to be relied on by OTC Markets Group in determining whether the Issuer has made adequate current information publicly available within the meaning of Rule 144(c)(2) under the Securities Act of 1933. Accordingly, we grant OTC Markets Group full and complete permission and rights to publish this letter through their OTC Disclosure and News Service for viewing by the general public and requisite regulators. In connection with the rendering of this opinion, we have investigated such matters and examinedsuch corporate records and other documents as we deemed necessary and relevant as a basis for the opinion hereinafter set forth. This opinion is expressed solely on the facts and assumptions set forth herein and is specifically limited to the investigation and examinations stated. In our examination of the documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, authenticity of documents submitted to us as originals, theconformity with originals of all documents delivered as copies, and the correctness of the facts set forth in such documents when the facts were found to be outside the scope of our examination. For the purposes of rendering this opinion, we have assumed that no person or entity has engaged in fraud or misrepresentation regarding the inducement relating to, or the execution or delivery of, the documents reviewed. Furthermore, we express no opinion as to the validity of any of the assumptions, form, or content of any financial or statistical data contained therein. We have gathered and relied on information obtained from public records, officers of the Issuer, and other sources. We also find the following documents, due to their nature and source, to be self-authenticating: certified records of regularly conducted foreign and domestic business activity, public records and reports, domestic public documents under seal, foreign public documents, official publications, and other acknowledged documents. We acknowledge that the Issuer has provided an annual report and financial statements for the period ended December 31, 2018 published on January 16, 2019. We further acknowledge that the Issuer has provided quarterly reports and financial statements for the periods ended March 31,
eilers law group, p.a. |149 S. Lexington Ave., Asheville, NC 28803 | 786.273.9152 Page | 22019, filed with OTC Disclosure and News Service on June 28, 2019 (collectively, the “Issuer’s Filings”). In our opinion, the Issuer’s Filings: (i)constitutes “adequate current public information” concerning the securities of the Issuer and “is publicly available” within the meaning of Rule 144(c)(2) under the Securities Act of 1933
ii)includes all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of 1934 (the “Exchange Act”) iii)complies as to form with the OTC Markets Group Guidelines for Providing Adequate Current Information, which is available at:http://www.otcmarkets.com/content/doc/DisclosureGuidelines.pdf; and (iv)has been posted on the OTC Disclosure and News Service. In our review, we have been cautious to the presence of any information that reasonably indicates the existence of material inaccuracies or any information that would indicate the source of the materials to be unreliable. We cross-referenced the documents listed on the OTC Disclosure and News Service with other documents and information made available to us, as well as with other information we obtained independently from outside sources. Through the exercise of reasonable diligence, nothing came to our attention during the course of the examination that led us to believe that any documents presented to us were not genuine or authentic or that the facts set therein were untrue. The financial statements disclosed by the Issuer for the year ended December 31, 2018 and the quarters ended March 31, 2019 have been prepared by Edward Bechold. Mr Bechold is a Partner in the New York City and New Jersey Assurance Services departments and a member of the SEC Practice and Transaction Services groups. Mr. Bechold has more than 15 years' experience providing assurance and business advisory services to publicly traded companies and closely held businesses with specialties in business combinations, percentage of completion accounting, share based compensation, financial instruments, reverse mergers and SEC reporting. Mr. Bechold manages numerous engagement teams and works closely with chief financial officers and controllers to assess business and financial reporting risks, internal controls, quality of earnings and assets, and liquidity issues as a basis for identifying critical risk and opportunities for improvement. The Issuer’s Transfer Agent is VStock Transfer, LLC, located at 18 Lafayette Place, Woodmere, NY 11598. VStock Transfer is a registered Transfer Agent with the Securities and Exchange Commission. A shareholders list provided by the Transfer Agent as of June 4, 2019 was cross-referenced with the other information provided to us by the Issuer to determine the number of outstanding shares set forth in the Information and Disclosure Statement.We have personally met, via video teleconference, with the Issuer’s CEO and Director, Gerald Commissiong, and have had numerous correspondences with the Issuer’s management and director. We have also reviewed the information published by the Issuer through the OTC Disclosure and News Service and discussed the contents of the information with the Issuer’s management and directors. We have not discovered any instances that would indicate that any
eilers law group, p.a. |149 S. Lexington Ave., Asheville, NC 28803 | 786.273.9152 Page | 3officer, director, 5% holder, or counsel of the Issuer is currently under investigation by any governmental authority for violation of federal or state securities law. It is our opinion that the information contained in documents the Issuer has listed on the OTC Disclosure and News Service satisfies the requirements of OTC Markets. Accordingly, based on our review, it is our opinion that there is reasonable basis to support the belief that the information provided by AMBS is current and accurate, the sources of the aforementioned information are reliable and otherwise in compliance with the requirements of Rule 15c2-11 and OTC Markets Group’s Guidelines for Providing Adequate Current Information. The Issuer has filed its continuing disclosure obligations with OTC Markets since December 2017. The Issuer was incorporated in the State of Nevada August 3, 2007 as Jumpkicks, Inc. May 27, 2011 the Issuer changed its name to Amarantus Biosciences, Inc. after reverse-merger with Amarantus Therapeutics, Inc. On November 27, 2012 the Issuer changed its name to Amarantus Bioscience, Inc., and on April 4, 2019 to Amarantus Bioscience Holdings, Inc.The Issuer is a biotechnology company developing treatments and diagnostics for diseases in the areas of neurology, regenerative medicine and orphan diseases through its subsidiaries. The Issuer’s 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. The Issuer 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 the Issuer’s wholly-owned subsidiary, Cutanogen Corporation. The Issuer’s wholly-owned subsidiary MANF Therapeutics, Inc., owns key intellectual property rights and licenses from a number of prominent universities related to the development of a 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. The Issuer also owns certain rights to the Alzheimer’s blood diagnostic LymPro Test , as well as MSPrecise and NuroPro and has assigned those rights to subsidiary Breakthrough Diagnostics, Inc. The Issuer entered into a joint venture agreement with Todos Medical, Ltd. to advance these diagnostic assets, and Todos recently exercised its exclusive option to acquire Breakthrough Diagnostics. The company has announced it expects the acquisition to close in the summer of 2019. The Issuer listed $0 in net revenues for the period ending March 31, 2019, but has total current assets in the amount of $754,040 for the same period.In reviewing the current financial statements and the representations of management of the Issuer, we have determined that there is factual evidence of substantial operations and assets of the Issuer. Therefore, the Issuer is not currently a “shell company” as defined in Rule 405 of the Securities Act of 1933 and 12b-2 of the Exchange Act of 1934. This opinion letter is based on our knowledge of the law and facts as of the date hereof. This letter has been drafted based upon our interpretation of the laws of the United States and the rules and regulations promulgated by the Securities and Exchange Commission of the United States. We assume no duty to communicate with you with respect to any matter that comes to our attention hereafter this Opinion Letter is filed. We have been retained by AMBS for the purposes of reviewing the current information supplied by the issuer and to express our opinion as to the
eilers law group, p.a. |149 S. Lexington Ave., Asheville, NC 28803 | 786.273.9152 Page | 4accuracy and current nature of information in relation to filing of current unaudited financials and disclosures by the Issuer. The undersigned owns no shares of the Issuer. The undersigned has not received, nor has any agreement to receive in the future, shares of the Issuer’s stock as payment for any services rendered.The undersigned is a resident of Asheville, North Carolina. The undersigned is authorized to practice law in the state of Florida, the District of Columbia, and the United State of America. The undersigned is permitted to practice before the Securities and Exchange Commission and has never been barred from practice in any of the foregoing jurisdictions.Thank you for your time and attention.
https://backend.otcmarkets.com/otcapi/company...10/content
Dear Sir or Madam:
This letter is in response to the request that we express our opinion as to the accuracy and current nature of information provided by Amarantus Bioscience Holdings, Inc., (“AMBS” or “the Issuer”). This opinion letter is intended only to be relied on by OTC Markets Group in determining whether the Issuer has made adequate current information publicly available within the meaning of Rule 144(c)(2) under the Securities Act of 1933. Accordingly, we grant OTC Markets Group full and complete permission and rights to publish this letter through their OTC Disclosure and News Service for viewing by the general public and requisite regulators. In connection with the rendering of this opinion, we have investigated such matters and examinedsuch corporate records and other documents as we deemed necessary and relevant as a basis for the opinion hereinafter set forth. This opinion is expressed solely on the facts and assumptions set forth herein and is specifically limited to the investigation and examinations stated. In our examination of the documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, authenticity of documents submitted to us as originals, theconformity with originals of all documents delivered as copies, and the correctness of the facts set forth in such documents when the facts were found to be outside the scope of our examination. For the purposes of rendering this opinion, we have assumed that no person or entity has engaged in fraud or misrepresentation regarding the inducement relating to, or the execution or delivery of, the documents reviewed. Furthermore, we express no opinion as to the validity of any of the assumptions, form, or content of any financial or statistical data contained therein. We have gathered and relied on information obtained from public records, officers of the Issuer, and other sources. We also find the following documents, due to their nature and source, to be self-authenticating: certified records of regularly conducted foreign and domestic business activity, public records and reports, domestic public documents under seal, foreign public documents, official publications, and other acknowledged documents. We acknowledge that the Issuer has provided an annual report and financial statements for the period ended December 31, 2018 published on January 16, 2019. We further acknowledge that the Issuer has provided quarterly reports and financial statements for the periods ended March 31,
eilers law group, p.a. |149 S. Lexington Ave., Asheville, NC 28803 | 786.273.9152 Page | 22019, filed with OTC Disclosure and News Service on June 28, 2019 (collectively, the “Issuer’s Filings”). In our opinion, the Issuer’s Filings: (i)constitutes “adequate current public information” concerning the securities of the Issuer and “is publicly available” within the meaning of Rule 144(c)(2) under the Securities Act of 1933
ii)includes all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of 1934 (the “Exchange Act”) iii)complies as to form with the OTC Markets Group Guidelines for Providing Adequate Current Information, which is available at:http://www.otcmarkets.com/content/doc/DisclosureGuidelines.pdf; and (iv)has been posted on the OTC Disclosure and News Service. In our review, we have been cautious to the presence of any information that reasonably indicates the existence of material inaccuracies or any information that would indicate the source of the materials to be unreliable. We cross-referenced the documents listed on the OTC Disclosure and News Service with other documents and information made available to us, as well as with other information we obtained independently from outside sources. Through the exercise of reasonable diligence, nothing came to our attention during the course of the examination that led us to believe that any documents presented to us were not genuine or authentic or that the facts set therein were untrue. The financial statements disclosed by the Issuer for the year ended December 31, 2018 and the quarters ended March 31, 2019 have been prepared by Edward Bechold. Mr Bechold is a Partner in the New York City and New Jersey Assurance Services departments and a member of the SEC Practice and Transaction Services groups. Mr. Bechold has more than 15 years' experience providing assurance and business advisory services to publicly traded companies and closely held businesses with specialties in business combinations, percentage of completion accounting, share based compensation, financial instruments, reverse mergers and SEC reporting. Mr. Bechold manages numerous engagement teams and works closely with chief financial officers and controllers to assess business and financial reporting risks, internal controls, quality of earnings and assets, and liquidity issues as a basis for identifying critical risk and opportunities for improvement. The Issuer’s Transfer Agent is VStock Transfer, LLC, located at 18 Lafayette Place, Woodmere, NY 11598. VStock Transfer is a registered Transfer Agent with the Securities and Exchange Commission. A shareholders list provided by the Transfer Agent as of June 4, 2019 was cross-referenced with the other information provided to us by the Issuer to determine the number of outstanding shares set forth in the Information and Disclosure Statement.We have personally met, via video teleconference, with the Issuer’s CEO and Director, Gerald Commissiong, and have had numerous correspondences with the Issuer’s management and director. We have also reviewed the information published by the Issuer through the OTC Disclosure and News Service and discussed the contents of the information with the Issuer’s management and directors. We have not discovered any instances that would indicate that any eilers law group, p.a. |149 S. Lexington Ave., Asheville, NC 28803 | 786.273.9152 Page | 3officer, director, 5% holder, or counsel of the Issuer is currently under investigation by any governmental authority for violation of federal or state securities law. It is our opinion that the information contained in documents the Issuer has listed on the OTC Disclosure and News Service satisfies the requirements of OTC Markets. Accordingly, based on our review, it is our opinion that there is reasonable basis to support the belief that the information provided by AMBS is current and accurate, the sources of the aforementioned information are reliable and otherwise in compliance with the requirements of Rule 15c2-11 and OTC Markets Group’s Guidelines for Providing Adequate Current Information. The Issuer has filed its continuing disclosure obligations with OTC Markets since December 2017. The Issuer was incorporated in the State of Nevada August 3, 2007 as Jumpkicks, Inc. May 27, 2011 the Issuer changed its name to Amarantus Biosciences, Inc. after reverse-merger with Amarantus Therapeutics, Inc. On November 27, 2012 the Issuer changed its name to Amarantus Bioscience, Inc., and on April 4, 2019 to Amarantus Bioscience Holdings, Inc.The Issuer is a biotechnology company developing treatments and diagnostics for diseases in the areas of neurology, regenerative medicine and orphan diseases through its subsidiaries. The Issuer’s 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. The Issuer 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 the Issuer’s wholly-owned subsidiary, Cutanogen Corporation. The Issuer’s wholly-owned subsidiary MANF Therapeutics, Inc., owns key intellectual property rights and licenses from a number of prominent universities related to the development of a 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. The Issuer also owns certain rights to the Alzheimer’s blood diagnostic LymPro Test , as well as MSPrecise and NuroPro and has assigned those rights to subsidiary Breakthrough Diagnostics, Inc. The Issuer entered into a joint venture agreement with Todos Medical, Ltd. to advance these diagnostic assets, and Todos recently exercised its exclusive option to acquire Breakthrough Diagnostics. The company has announced it expects the acquisition to close in the summer of 2019. The Issuer listed $0 in net revenues for the period ending March 31, 2019, but has total current assets in the amount of $754,040 for the same period.In reviewing the current financial statements and the representations of management of the Issuer, we have determined that there is factual evidence of substantial operations and assets of the Issuer. Therefore, the Issuer is not currently a “shell company” as defined in Rule 405 of the Securities Act of 1933 and 12b-2 of the Exchange Act of 1934. This opinion letter is based on our knowledge of the law and facts as of the date hereof. This letter has been drafted based upon our interpretation of the laws of the United States and the rules and regulations promulgated by the Securities and Exchange Commission of the United States. We assume no duty to communicate with you with respect to any matter that comes to our attention hereafter this Opinion Letter is filed. We have been retained by AMBS for the purposes of reviewing the current information supplied by the issuer and to express our opinion as to the
eilers law group, p.a. |149 S. Lexington Ave., Asheville, NC 28803 | 786.273.9152 Page | 4accuracy and current nature of information in relation to filing of current unaudited financials and disclosures by the Issuer. The undersigned owns no shares of the Issuer. The undersigned has not received, nor has any agreement to receive in the future, shares of the Issuer’s stock as payment for any services rendered.The undersigned is a resident of Asheville, North Carolina. The undersigned is authorized to practice law in the state of Florida, the District of Columbia, and the United State of America. The undersigned is permitted to practice before the Securities and Exchange Commission and has never been barred from practice in any of the foregoing jurisdictions.Thank you for your time and attention.
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