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3 New Filings. AMBS Should be current soon.
https://backend.otcmarkets.com/otcapi/company...039;'
https://backend.otcmarkets.com/otcapi/company...26/content
https://backend.otcmarkets.com/otcapi/company...28/content
On December 31, 2019 the Company entered into a licensing agreement with Emerald Organic Products, Inc.
(“EMOR”). EMOR will be responsible for all costs payable for activities directly related to the development and
marketing of the licensed products. The following products that are owned by the corresponding subsidiaries of
AMBS and being licensed to EMOR (i) Engineered Skin Substitute (ESS) from subsidiary Cutanogen Corporation,
(ii) Mesencephalic Astrocyte-derived Neurotrophic Factor from subsidiary MANF Therapeutics, Inc. and (iii)
PhenoGuard from subsidiary MANF Therapeutics, Inc.
The license fee paid to secure the exclusive license was 666,667 shares of EMOR convertible preferred stock. The
EMOR convertible preferred stock has a automatic conversion on April 30, 2022 into 33,333,350 shares of EMOR
common stock.
EMOR shall pay to the Company a royalty equal to one percent (1%) of Net Sales of all licensed products and
derivative products sold by EMOR. The license agreement also states that in the event that the EMOR convertible
preferred converts to common stock at a value below $100,000,000 (One Hundred Million Dollars), then the deficit
delta between such amount and the actual value of such shares on the conversion date will be paid through an
increased royalty percentage (“True-up Royalty”). The True-up Royalty shall be equal to twenty-nine percent (29%)
of the gross revenue generated from the sale of Licensed Product, in addition to any other royalties,including any
increased royalty from the exercise of the Option. Such True-Up Royalty will cease once the deficit delta created on
the conversion date is satisfied. If on the day of conversion the common stock shares of EMOR have a fair market
value equal to or higher than $100,000,000 (One Hundred Million Dollars), then this paragraph shall not apply.
On December 31, 2019 the value assigned to the convertible preferred was $20,000,000 as a level III asset.
Note 11 – Subsequent Event
On January 24, 2020, the Company completed the acquisition of 51% of Hempori, Inc., a Texas-based retailer of CBD
products focused on helping patients suffering from Chronic disease. Under the terms of the agreement, Amarantus is
issuing to Hempori 25 million shares of common stock, with the right to buy the remaining 49% for $4,000,000 value in
common stock by December 31, 2020.
On July 28, 2020, the Company completed the sale of its wholly-owned subsidiary Breathrough Diagnostics, Inc. to Todos
Medical Ltd. (“Todos”) by entering into Amendment No. 1 to the Binding Joint Venture Agreement with Amarantus
Bioscience Holdings, Inc. (“Amarantus”) pursuant to which the parties agreed that the Company would issue 49.9% of its
ordinary shares as of December 31, 2019 to Amarantus in exchange for the 80.1% equity interest it does not own of
Breakthrough Diagnostics, Inc. In addition, Amarantus will receive a 10% royalty on LymPro intellectual property. The total
number of additional Todos Ordinary Shares issued to Amarantus for the acquisition of the remaining 80.01% in equity of
Breakthrough was 67,599,796.
https://backend.otcmarkets.com/otcapi/company...039;'
https://backend.otcmarkets.com/otcapi/company...26/content
https://backend.otcmarkets.com/otcapi/company...28/content
On December 31, 2019 the Company entered into a licensing agreement with Emerald Organic Products, Inc.
(“EMOR”). EMOR will be responsible for all costs payable for activities directly related to the development and
marketing of the licensed products. The following products that are owned by the corresponding subsidiaries of
AMBS and being licensed to EMOR (i) Engineered Skin Substitute (ESS) from subsidiary Cutanogen Corporation,
(ii) Mesencephalic Astrocyte-derived Neurotrophic Factor from subsidiary MANF Therapeutics, Inc. and (iii)
PhenoGuard from subsidiary MANF Therapeutics, Inc.
The license fee paid to secure the exclusive license was 666,667 shares of EMOR convertible preferred stock. The
EMOR convertible preferred stock has a automatic conversion on April 30, 2022 into 33,333,350 shares of EMOR
common stock.
EMOR shall pay to the Company a royalty equal to one percent (1%) of Net Sales of all licensed products and
derivative products sold by EMOR. The license agreement also states that in the event that the EMOR convertible
preferred converts to common stock at a value below $100,000,000 (One Hundred Million Dollars), then the deficit
delta between such amount and the actual value of such shares on the conversion date will be paid through an
increased royalty percentage (“True-up Royalty”). The True-up Royalty shall be equal to twenty-nine percent (29%)
of the gross revenue generated from the sale of Licensed Product, in addition to any other royalties,including any
increased royalty from the exercise of the Option. Such True-Up Royalty will cease once the deficit delta created on
the conversion date is satisfied. If on the day of conversion the common stock shares of EMOR have a fair market
value equal to or higher than $100,000,000 (One Hundred Million Dollars), then this paragraph shall not apply.
On December 31, 2019 the value assigned to the convertible preferred was $20,000,000 as a level III asset.
Note 11 – Subsequent Event
On January 24, 2020, the Company completed the acquisition of 51% of Hempori, Inc., a Texas-based retailer of CBD
products focused on helping patients suffering from Chronic disease. Under the terms of the agreement, Amarantus is
issuing to Hempori 25 million shares of common stock, with the right to buy the remaining 49% for $4,000,000 value in
common stock by December 31, 2020.
On July 28, 2020, the Company completed the sale of its wholly-owned subsidiary Breathrough Diagnostics, Inc. to Todos
Medical Ltd. (“Todos”) by entering into Amendment No. 1 to the Binding Joint Venture Agreement with Amarantus
Bioscience Holdings, Inc. (“Amarantus”) pursuant to which the parties agreed that the Company would issue 49.9% of its
ordinary shares as of December 31, 2019 to Amarantus in exchange for the 80.1% equity interest it does not own of
Breakthrough Diagnostics, Inc. In addition, Amarantus will receive a 10% royalty on LymPro intellectual property. The total
number of additional Todos Ordinary Shares issued to Amarantus for the acquisition of the remaining 80.01% in equity of
Breakthrough was 67,599,796.
