Amarantus Bioscience Holdings Inc (AMBS)

[JPetroInc]

CEO Chairman Blog Quotes – NASDAQ Up-listing

http://www.thechairmansblog.com/amarantus-bioscience/blogs/

Blog #1.) Arresting Cell Death in PD, TBI, Cardiac Ischemia & More
December 10th, 2012

• We are focused on building a business, not a science project. To that end, we are evaluating complementary therapeutic assets in mid-stage clinical development to add to our pipeline to reduce time to market as we prepare for a national exchange up-listing.

• We have data coming shortly on our MANF Parkinson’s program and expect additional corporate milestones will be reached in the coming weeks. As we achieve these milestones, we believe we will be in a good position to up-list to a national exchange.


Blog #5.) Continued Progress with our Business Plan in Central Nervous System Disorders
May 16th, 2013

• We expect to achieve a similar balance in our therapeutics division, where our MANF asset with multiple product development opportunities is slated to be aligned with a clinical-stage therapeutic asset primed to move into mid-stage development. Once achieved, we expect Amarantus to be positioned to move much closer towards our stated objective of up-listing to a national stock exchange.


Blog #8.) LymPro Heading into 2014: Shifting the Diagnostic Paradigm in Alzheimer’s
November 4th, 2013

• We will continue to advance LymPro towards key value inflection points that we believe will put the Company in a position to up-list to a national stock exchange in 2014.

• The recent success of several public offerings on national stock exchanges has certainly increased our confidence that Amarantus is headed in the right direction and up-listing to a national exchange will unlock the incredible value inherent in our pipeline, business strategy and management team. To that end, we are tying up all potential ‘loose-ends’ to ensure that when we take that fateful step to up-list, we do so from a position of strength allowing our shareholders to benefit from the increased investor visibility that will be garnered from a national exchange listing.


Blog #10.) Unlocking Shareholder Value as Milestones Approach: Uplisting in 2014
January 6th, 2014

• We are eagerly preparing an exciting 2014 for the Company, as we ended 2013 in excellent position having completed a number of business development transactions that significantly improve the commercial potential of our MANF program. Over the last four weeks the Company has also made significant internal improvements as we prepare to meet the requirements to up-list in 2014.

• We have a number of upcoming milestones in the near future for MANF and LymPro that we believe will improve shareholder value and position the Company to uplist to a national exchange this year. We also expect to bolster our pipeline with a clinical-stage in-licensing transaction that management believes will attract institutional investors to the Company.


Blog #11.) 2014: Initiation of Eltoprazine Phase 2b and LymPro Commercialization
January 17th, 2014

• We are working to move rapidly to initiate the Phase 2b trial as we believe this will be a key factor in driving valuation as we look to move to a national exchange and gain exposure to a more robust capital markets environment.


Blog #13.) Q1-2014: The Maturation of Amarantus
February 24th, 2014

• We are enthused by our investors expressing such optimism for the future of the Company with key milestones standing before us in the months ahead , as well as a tremendous show of confidence in management’s judgment regarding the optimal time to effect an up-listing to a national exchange.

• Once this transaction (to raise an additional $3-Mil. In financing) formally closes, we will be in a position to have substantive discussions with both NASDAQ and NYSE regarding the prospects for an up-listing, while being in a position to negotiate with $6.5M available within our current cap structur3; meaning there will be significantly less market risk from their perspective regarding granting pre-approval for such a transaction. We were also delighted that our longstanding investor, Dominion Capital, committed to facilitate the transaction via a $0.5M loan to the Company with no conversion rights, to be repaid out of the proceeds of the transaction. We believe this transaction is a win for the Company, the investors and shareholders. Up-listing to a major exchange in North America is a key value-inflexion for the Company from a corporate standpoint as the Company will be exposed to a much broader base of retail and institutional investors capable of investing into our common stock. We believe this will add liquidity to our currency, as well as help mitigate short-term price fluctuations due to market manipulation that is rampant on the OTC. Biotechnology investing is also about credibility; our brand will gain in credibility once up-listed.

• We believe it is always important to negotiate from a position of strength, and this transaction definitely puts us in a position of strength in a number of ongoing negotiations. To date we are happy to report that management has delivered on many of our pre-set milestones, and we believe we will continue to do so. I have always said that if we are going to bet on anyone, we’re going to bet on ourselves, and I believe strongly this wager will pay off in spades in months and years ahead.


Blog #14.) Transformational Funding Positions Amarantus Heading into 2014 Milestones
March 10th, 2014

• We can now enter into discussions with national exchanges regarding the most appropriate time to list on said exchanges and get them competing for our business.

• It has been a long road for our loyal shareholder base, and we certainly respect and appreciate all the effort you have put into building Amarantus into the company it is today. As we move from today into tomorrow, we believe we are very well positioned to gain the attention of larger institutional investors seeking to gain access to the Company’s pipeline and potential for the future while significantly reducing the financial risk typically associated with Over-The-Counter stocks.

Blog #15.) Commercialization On-Track for 2014: Updating LymPro Test® Progress
March 31st, 2014

• The Company will also continue to bolster our executive team in preparation for up-listing the Company’s common stock to a national exchange in 2014, as well as evaluate various strategies to improve the value of the Company’s common shares for our loyal shareholder base.


Blog #16.) 2H-2014: Milestones ahead to Position Amarantus for the Up-list
June 18th, 2014

• We have also dramatically improved our cash position, access to capital and balance sheet in preparation for the anticipated up-listing of our common stock to a national exchange in the second half of 2014.

• In closing, I would like to thank our shareholders for your continued support as we grow our business and achieve the milestones we have set before us. We have a clear plan and strategy, and are working to establish appropriate channels for scientific, development and financial partnerships that will provide near and long-term value creation possibilities across multiple fronts. Our strategy remains to up-list our common stock in 2014, and we believe we have the scientific credibility, diversity of assets and value creation milestones to achieve that objective while simultaneously allowing for further value creation once up-listed. We are quite pleased with our progress and look forward to additional updates in the weeks and months ahead.


Blog #22.) Preparing Amarantus for the Up-list in 2H-14: Capital Markets Strategy
August 10th, 2014

• Among the various matters for which we are seeking shareholder approval are modifications to the Company’s capitalization structure that the Board and management believe are necessary to achieve our stated goal of up-listing the Company’s common shares to either the NASDAQ or NYSE:MKT. Additionally, we believe that these changes to our capitalization structure will make the Company more attractive to the broader investment community.

• Between the warrants and the Lincoln Park Capital equity funding facility, the Company has approximately $25 million in additional funding available, which the Company believes would fund operations until at least deep into 2016, however there is no assurance that the warrants will be exercised or that we will be able to fully draw from the Lincoln Park facility.

• The Company has been advised by various stakeholders in the larger capital markets community that it is best for the Company to achieve an appropriate capital structure while still on the OTC Markets so that the cap structure risk is mitigated once on a national exchange

• Of greatest note in this preliminary proxy statement is the fact that the Company has not put forth a request for a reverse split of the common shares. Many of you are likely asking how the Company can possibly expect to up-list to a national exchange in 2014 without the need for a reverse split of its common shares. The answer is that the Company does not know where its common shares will be priced towards the end of this year, and therefore cannot project what will be required in terms of a reverse split or if a reverse split will be needed. However, we remain optimistic that we can significantly increase shareholder value through value building events both from a scientific and clinical perspective, as well as a capital markets perspective:

• The Typical Problem with Reverse Splits, and why a Potential Reverse Split of Amarantus is Different

• Of note, the Company did not submit a reverse split resolution to a vote of the shareholders at our September 22nd, 2014 shareholder meeting. The reason for this is that under the laws of the State of Nevada, the Company’s Board of Directors can implement a proportional reverse split of the common shares without the need for a shareholder vote. It is absolutely critical for shareholders to understand what this means and why a reverse split of the authorized shares with an equal and proportional reverse split of the common shares outstanding will protect shareholders from the typical outcome seen in reverse splits. Concurrently, it is important to note that the Company is fully aware of the potential negative outcome of reverse splits, and will only implement a reverse split in conjunction with a listing on a national exchange, where history tells us that we typically see an 18% increase in shareholder value, as opposed to typical reverse splits with no national listings that typically lead to an 18% decrease in shareholder value.

• I will note here an example of a typical reverse split scenario and compare it with the Amarantus situation:
Typical scenario:

• Company X has approximately 750 million shares and 2 billion shares authorized.

• The Company submits to a vote of the shareholders to give the Board discretion to decrease the number of outstanding common shares at a ratio of 1:2 to 1:100 and separately submits a request to decrease the number of authorized common shares at a ratio of 1:2 to 1:100.

• Following a positive vote, the Company’s Board elects to reduce the number of outstanding shares to 37.5M (1:20), and reduce the number of authorized shares to 500 million (1:4).

• The new cap structure is 37.5 million shares outstanding and 500 million authorized.

• In this scenario, the Company has effectively increased the potential dilution for shareholders by a factor of over two-fold (2.5x) as the percentage current shareholders own in a worst-case scenario is 37.5:500 (15%) as compared with 750:2000 (37.5%), which is what they originally held.
Amarantus scenario:

• Amarantus has approximately 750 million shares (fully diluted) and 2 billion shares authorized (assuming shareholder approval of the increase in authorized shares from 1 billion to 2 billion)

• The Company’s Board elects to reduce the number of outstanding shares to 37.5 million (1:20) and reduce the number of authorized shares to 100 million (1:20) – under the laws of the State of Nevada, Amarantus’ Board of Directors can only implement a proportional reduction in the outstanding shares and authorized shares without a shareholder vote

• The new cap structure is 37.5M shares outstanding and 100M authorized.

• In this situation, the Company has maintained our shareholder’s percentage ownership at 37.5% of what they originally had, and no potential additional dilution is created. The fundamental value of our shareholders’ equity is maintained, and in the Amarantus scenario the shares are now listed on a national exchange.

• The Company understands that in order for a ‘new, higher share price’ to be respected and maintained following any reverse split will require fundamental value-building events to occur immediately after effecting a reverse split, and with the milestones described above that we expect to occur in the second half of 2014, we believe we can achieve that standard for a positive outcome as well.

Final Word

• In conclusion, we believe we are taking the correct, prudent path for preparing the Company, its management team, Board of Directors, and most importantly its shareholders for the steps necessary to achieve a national exchange listing in the most positive manner possible. We recognize the risks associated with companies that trade on the OTCQB and are taking the steps necessary to mitigate these risks as much as we can to protect shareholder value in the immediate future.


Blog #24.) Fundamental Milestones Ahead – Uplisting from Strength
Sept. 18th, 2014

• Management is acutely aware of the depreciation in the value of our equity over the last several weeks. We have undertaken a review of the events that have led to this activity, and believe there is a significant amount of misinformation being propagated by short term focused investors that has led to a panic amongst some of our long term shareholders as we head into our inaugural Annual Shareholder’s Meeting (ASM). Primarily, we believe the misinformation being propagated relates to a proposal to increase the Company’s authorized share count.
I would first like to point shareholders to a previous blog we posted immediately following the filing of our preliminary proxy statement with the SEC: http://www.thechairmansblog.com/amarantus-bioscience/gerald-commissiong/preparing-amarantus-list-2h-14-capital-markets-strategy/

• In this blog, my Chief Financial Officer and I outlined our plan to ‘lock-in’ a cap structure so that there is more certainty related to the capital structure of the Company for current shareholders and remove the risk of an unknown capital structure for current and future investors. It is critical to note here that nothing has changed since this blog was disseminated. In fact, the Company’s fundamentals have continued to improve.

• We have done an extensive and exhaustive survey of the institutional investment community and they have resoundingly indicated that in order for them to buy shares of a Company in the market, the Company’s common shares must be listed on a national exchange with a healthy ratio of outstanding shares to authorized shares. We have surveyed the landscape of OTC-only listed companies and have not identified any biotechnology companies with $1B+ valuation that have significant liquidity. We believe the reason for this is because the pool of capital on the OTC is insufficient to support the liquidity of a $1B+ market cap company, as approximately 95% of institutions are prohibited from investing in stocks that are not listed on a national exchange, and of those that are allowed to invest, most cannot invest in penny stocks. This is the reason why we believe it is important to up list to a national exchange in the near-term, so that our shareholders can benefit from an appreciation in the institutional investment interest in Amarantus.

• With that being said, we recognize that it is not optimal to up list from a position of weakness, and therefore we will only consider an up list from a position of strength while the Company is making good progress in the market. We believe the milestones we’ve outlined above – for the end of 2014 alone – will put us in that position. However, if we do not believe we have achieved sufficient shareholder value creation, we will consider delaying the up list until such time as the market recognizes our true value.


Blog #28.) Amarantus Shareholder Update: Fundamental Progress on Pipeline & Strategy Continues
March 26th, 2015

• We will now return to immediately focusing on the NASDAQ listing to position the company for an appreciation in value.

• I know the recent share price performance has been disheartening and quite frankly unnerving for our shareholders. I want to reassure you that fundamentally the Company’s pipeline has never been stronger, and we have positioned Amarantus for what we believe is an exciting 2015 ahead of us. We clearly understand our priorities and management and the board are committed to identifying the best path forward to bring the necessary capital into the company to enable us to execute on our business plan and our strategy of up-listing to a national exchange.


Blog #32.) Improving Healthcare for Patients & Families: Believing in our Vision through Ups & Downs
November 6th, 2015

NASDAQ Listing

• The Company continues to believe that a national exchange listing for our common stock is ultimately the best way to allow for shareholder value appreciation. However, after completing a capital restructuring in the second quarter, conditions in the market for our common shares rapidly deteriorated in the third quarter, causing the Company to fall out of compliance with initial NASDAQ listing standards. As we move forward, a significantly reduced share float due to the capital restructuring combined with an ultra-low valuation compared to peers for each asset in our portfolio, put the company in a reasonable position where value appreciation of our common stock could potentially occur and allow us to organically regain compliance with initial NASDAQ listing standards. An important step towards a sustainable financial future has been the reduction in our ongoing burn to under $500k per month as we focus our resources primarily on ESS.