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Item 2(a). Name of Persons Filing:
Gemini Master Fund, Ltd,
Gemini Strategies LLC, Inc.
Steven Winters
All of the securities covered by this report are owned directly by Gemini Master Fund, Ltd. Gemini Strategies LLC, Inc. is the investment manager of Gemini Master Fund, Ltd., and Steven Winters is the president of Gemini Strategies LLC, Inc. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that either Gemini Strategies LLC, Inc. or Steven Winters is the beneficial owner of any of the securities covered by this statement, and each of Gemini Strategies LLC, Inc. and Steven Winters expressly disclaims any equitable or beneficial ownership of such securities.
Item 2(b). Address of Principal Business Office or, if none, Residence:
Address for all filers: c/o Gemini Strategies LLC, Inc., 619 South Vulcan Ave., Suite 203, Encinitas, CA 92024
Item 2(c). Citizenship:
Gemini Master Fund, Ltd. was organized under the laws of the Cayman Islands.
Gemini Strategies LLC, Inc. was formed under the laws of the State of Nevada.
Steven Winters is a United States citizen.
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value
Item 2(e). CUSIP Number:
02300U205
Item 3. If this statement is filed pursuant to rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not Applicable
Item 4. Ownership:
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned: 1,905,601* shares of Common Stock as of December 28, 2015
(b) Percent of Class: 9.99%*
The Reporting Persons’ beneficial ownership of 1,905,601* shares of Common Stock constitutes 9.99%* of all the outstanding shares of Common Stock, based upon 18,439,640 shares of Common Stock outstanding as of December 23, 2015, as reported by the Chief Financial Officer of the Issuer to Gemini Master Fund, Ltd. (“Gemini”), plus 418,556 Make-Whole Dividend Shares (as defined below) issued to Gemini after December 23, 2015, plus shares of Common Stock issuable upon conversion of the Preferred Shares (as defined below) and upon exercise of the Warrant (as defined below).
I find reading this message board like watching the Clint Eastwood movie..."The Good, The Bad and the Ugly". I think the latter applies to many.....I will stick and align myself with the "Good"...as the internal optimist nature of me thinks 2016 is finally the year things fall into place (or else I just would move on to some new investments and stock ideas that have more upside).
GLTA!... to much improved stock performance going forward (and significant upside potential).
Go through the history of that persons posts! I will not need to explain more.
You have ties to AMBS Management and the NJ Governor? Fascinating!! You must be someone important. Huh?
BH: You gotta love the subjective nature to the posts...either the glass is half full or half empty here. For some; it was drained a long time ago...wondering why they are still sticking around....Huh?
JP: What else would you like them too do? The damage is done...any deferred payment setup is better than having to pay it now.
Are you on the train or off...having trouble making up your mind lately? We get it....the situation here is a complete mess (this reality is well known by all). Just curious?
JPM conference is either the beginning of the end to this situation...or the beginning of a meaningful turnaround thats long overdue.
It sounds like you have convinced yourself that its no longer worth being a shareholder/investor here. Good luck on your future investments.
And as it relates to future stock price performance; Amarantus still has enormous upside potential....its just a matter if you want to stay on the tracks or get out of the way (actually, I think Geralds advice is right on....). I dont know exactly how things will play out or if this company will ever be successful...but dont count it out just yet.
The stock just bounced back then (which most do as it declines). I am just reiterating to watch where the heavy volume flows day to day. Previously, the selling (or dilution cycle) was not completed.
Who knows what next week will bring....but higher highs, and lower lows would be very constructive going forward.
Follow the volume!! Actions speak louder than words.
Officially, do we have the necessary screen diagnostic device that HALO requested from Roche? and for the Phase III PEG trial in Q1?
Market conditions are improving....a necessity before any Up listing. If Clinton and the Short sellers would just leave the drug industry alone (that would help too).
What intrigues me is the sentiment here is at an all time low....and that most retail investors will get it wrong. And whatever forces are in control here...eventually it can swing back the other way when least expected.
Gerald (and Mgt.) are really backed in a corner now.....tapping equity funding is becoming more of an unattractive or even usable option as the price spirals downward (they will be forced to partner or sell an asset...unless a miracle happens and a venture partner takes an attractive stake in the company or there is some non dilutive funding that becomes available and out of nowhere).
Thanks! I spoke to Jeff directly this past week and like the AMBS has some respectable backing and funding. Its been a long and painful journey...who knows how this story continues to unfold and work out.
But I am encouraged that the company appears to have found some stability and is getting the necessary help that it needs at this time. Whats most important...is that things can work out with great success if they execute properly.
JP: I spoke to Jeff at International Infusion yesterday. I would encourage anybody else to just got to their website and call the contact # listed there.
He will try to answer any questions that you may have...but its loud and clear that these folks want to help get AMBS Uplisted and are reaching out to folks to help keep things move things moving forward.
Most importantly, they have a stake in the future success (just like all of us shareholders; so they are just as motivated to leverage relationships and find interested parties).
Excellent post! I so agree with you....pure manipulation at its best. Gerald (and Mgt.) have one simple way to combat this...release some damn good news or get some non dilutive funding.
JP: The jury is still out.....its a super painful ride and journey here. I am shocked as well....but I am trying to approach it now as ESS is the main driving force to lead the company into future success.
I think when things get so down or bleak; its the exact time when the market (or a individual company can surprise you). I dont have any idea where the stock price goes next (if the stock price continues to trend up than I believe the smarter money knows something that most retail investors arent privvy to or really dont understand).
I spoke to the Maxim group investment banker folks; they are very bullish on ESS....however, I dont like having all eggs in one basket (I want to see that the company is on the verge of a plausible funding source...voucher, Uplisting, grants or a DX transaction sale (its just the right thing for the company to do at this time).
JP:
How long is this tirade going to last? Again, we live in a rather large investment universe. For the sake of your health and sanity...just walk away.
We completely get your chronic bashing and know how difficult things have been here. In the end, you made the decision to invest here in this company (nobody made it for you). Most importantly, the company just doesnt have the resources to fund its vast pipeline...blame anybody you want (or feel is needed).
Eventually, Mgt. has enough talent (and a rather solid track record) to figure getting back on the right track ..just maybe this is now the right path.
The PPS is moving higher as we speak..dont get caught with your pants down.
The market will value Pharma./Biotech related revenue at or around 6x (so it depends on how close and how confident the market is on the revenue projection and how near its toward approval/commercialization.
1 billion in revenue equals 6 billion market cap. Also, you must include all remaining assets as well. If Mgt. executes properly on ESS; they sky is the limit (of course, lets take it one day at a time).
Your new analysis is fair, reasonable and makes sense. I think when anybody here is objective (and you or anyone else doesnt have to be solely bullish...you will gain respect one way or another).
Diversification ....is highly important. FACT!!! I have concerns about this new (risky strategy); but I would say that the Science and evidence must be so compelling and whoever is standing behind the new funding is here to see it through approval/commercialization.
Also, I am optimistic that the PPS is now back in a bullish mode...will need a few more days to confirm but with market conditions cooperating...$2 + will stick and it will continue to ascend going forward.
Just get us on NASDAQ...thats a game changer as everyone knows....and guess what? I think Gerald has set lower expectations for the company for once; so once the Uplisting is achieved all programs can go back to firing on all cylinders.
I have a guess...who ever invested the next round of financing may have wanted significant change and direction on which assets to focus on going forward. The stock reacted positively on big volume ..and with the PPS making a higher high.....although it doesnt seem to make sense. I have a feeling that the Bulls are now back in control and a bottom was made...ESS has huge potential and those willing to fund its growth are behind it.
Its great news and apparently...Mgt. has identified an impediment as to why the stock price was getting squeezed. I love the comments about the commitment to the Uplisting.
I feel very confident its going to happen....sounds like they just took a big step towards reaching that goal and must have a very visible game plan as to what NASDAQ wants and expects..hope to hear more details this morning.
Its great news and apparently...Mgt. has identified an impediment as to why the stock price was getting squeezed. I love the comments about the commitment to the Uplisting.
I feel very confident its going to happen....sounds like they just took a big step towards reaching that goal and must have a very visible game plan as to what NASDAQ wants and expects..hope to hear more details this morning.
ESS Phase II start up has been promised to begin in Q3. I dont know that this is the right time to disappoint shareholders once again.
Note to Gerald...please stop over promising and under delivering....most savvy CEO's like learn to under promise and over deliver (great tactic to get your stock price to gap up when its not expected.
Lets see if todays investor webcast can lead to anything promising to help the stock price....Mgt. owes it to its shareholders ..BIG TIME!!!
Thanks Red:
You might have a compelling point on the maturity of other companies who have successfully garnered financing/funding. In the end, the Science is always what should matter....my advice to Mgt....
......please stop pursuing purchases of assets you cant afford. And it would be humble to partner or sale the ESS asset at this time. Could you imagine if you woke up to a news release were the company secured 50, 100 or 150mm cash to fund MANF. We could see $8 or more overnight and the company can go along away and fund its pipeline and even acquire other strategic assets.
Note: Watching a company called Oncovista Innovations (OVIT) right now. Its traded on the OTC and the CEO has confirmed about a month ago that 3 funding sources were interested in funding the company (of course, the company has two key assets...a phase I/II and phase I candidates that have been put on hold for several years due to a lawsuit (which was resolved favorably a few months ago). But most importantly,
it bodes well to see an OTC listed company that might get a major equity funding....if all plays out per the CEO's last news release (although market conditions could delay it further).
I appreciate your insight and objective feedback. I have one simple (but major concern). Why has the company been unable to secure any Non Dilutive funding or any major grants (when Bio companies across the industry are doing so)?
Do you have a theory or an opinion as to why this continues to be an ongoing problem for the company? I still think everything can turn around very quickly.....but I would like this concern addressed (if they dont want to partner on their key assets....then I will better understand. But based on their dire need and precarious financial situation (doesnt seem like an option to me...unless the NASDAQ Uplisting will take of of this issue on an immediate or near term basis).
I think its an interesting thought and as strong possibility. I have posted (and always said) that I dont think ESS is a long term strategic fit for this company (but what a way to fund the pipeline if this potential transaction occurs with a Chinese company). It could fetch $100mm.....it would turns things around here so quickly (and say hello to Nasdaq too).
JP: Very good analysis indeed.......
Trust me...I am not happy about the changing events and declining stock price whatsoever. But in the end of the day, I believe that you invest in companies that have good management ....maybe Gerald is not suited to be our CEO; but I know he has some amazing talent surrounding him that would make up for his weaknesses.
The Quorum problems have definitely factored into the decline....but I find that silence as somewhat odd (in a good way). I truly believe that a meaningful transaction is about to happen....a partnership or significant funding related to ESS has possibilities (or minimally....a significant non dilutive funding arrangement).
Management knows that getting the Uplisting is a must...I believe the company met all the necessary qualifications to Uplist when it recently filed. But what I cant handicap is how market conditions (or companies own declining stock price could cause delays....hence, the quiet period exists as the company address any remaining and underlying concern that the NASDAQ has addressed with them).
Prediction: We will get the stock Uplisted to NASDAQ once the remaining issue is addressed....remaining optimistic on my end as the overdue funding gets legs underneath it.
You need to be aware that trading on the NASDAQ versus the OTC contributes immensely to this fiasco to. Once they arrive on NASDAQ (if they ever do since the jury is still out), I would like to engage you on all of your thoughts and theories about everything that has gone wrong here.
In other words, please dont stroke your own ego as the one who figured it all out (your words only align to how trading occurs on the wild west..."OTC") for now. Multiple phase II candidates...along with an NASDAQ Uplisting....will make this a double digit stock in due time (mark this post).
There you go....just keep it positive for now. A very highly talented management team exists here....have to believe that their networks and relationships are the key to future success.
Lets start with this coming week; the ESS trial start up was promised by end of Q3 (if we get this situation announced along with some credible Gov grants/funding.....I am hopeful that the PPS has bottomed from here).
You would think that HALO mgt. could provide this feedback as well. Thanks for sharing.
Per the latest Zacks Small cap research report issued on Sep. 2nd (the Uplisting response is due back by the end of Q3). Also, the ESS trial start up was targeted for the end of Q3 as well. Its either going to a party and time for celebration (or perhaps the stock has plummeted due to the fact that it wont happen anytime soon). An interesting week ahead of those catalysts (and what news is announced).
To complete the uplisting to the NASDAQ, Amarantus will offer shares via an initial public offering (IPO). This will
both secure significant funding for the company and bring in quality institutional investors interested in taking a longterm
position in the stock. Earlier in May 2015, the company filed a Form S-3 allowing the company to raise gross
proceeds up to $150 million. We do not believe the plan is to raise anywhere near this level. In fact, we suspect the
IPO will raise in the area of $20 million, which based on the company s estimated $1.5 to $2.0 million per month
burn rate, should sustain operations for at least one year. Once listed on the NASDAQ, we assume the basic share
count will be around 12 million shares, with a fully-diluted count of approximately 15 million.
Another important reason why Amarantus seeks an uplisting to the NASDAQ is because the company is planning to
begin the process of selling or spinning-off Amarantus Diagnostics (AMDX). In fact, management has retained a
CEO search firm to find the right candidate to head up the division. Given the recent transaction to acquire
DioGenix, and with it MSPrecise®, along with the option agreement entered into with Georgetown University, it is
clear that building a self-sustained CNS-focused diagnostic division is among the top priorities for management.
The benefit of being listed on the NASDAQ prior to the deal is that should Amarantus chose to spin-off AMDX, it
would likely remain also listed on the NASDAQ assuming it met listing requirements. This has the added benefit of
allowing AMDX to raise capital and attract quality investors or offers once independently owned.
Zacks Investment Research Page 7 scr.zacks.com
We expect the NASDAQ uplisting to complete in the third quarter 2015. This upgrade will significantly increase the
Company s visibility and attract institutional investors, therefore increase the liquidity of the Company s shares.
I understand how you upset are like everyone else; but I dont see the point to bash them daily. ESS news was promised by the end of Q3.
Most importantly, its critical that the PPS starts to stabilize and bottom out. As fast as the stock price went down; it could go up alot faster if the right news hits (the conditions are ripe for it to happen anytime).
Its painful JP; but if you simply look at the market cap in relation to the
pipeline (you dont have to be a rocket scientist to know the PPS is grossly oversold and undervalued).
It should move back up (as long as Mgt. can secure any round of adequate financing/funding at decent terms). Again, the company has a very talented mgt. team ....more than capable of figuring this out (in the end, the Science really should matter the most...and the financing and/or funding should follow).
I still think Gerald doesnt want to partner any assets, hence the dilution (it will eventually payoff...but S/T it has been torture to say the least).
Give it a rest JP!! Enough is enough!!
Its very possible that those terms are re-negotiated and/or rolled over ..with some incentive kickback to the investors.
I really think Mgt. is going to pull of this NASDAQ listing (just waiting for the market to stabilize and then it will get announced).
Seriously! Where do you people come from? Why do you believe the crap that other people are posting. Await the facts reported from Mgt. versus believing everything you read on a message board. Ridiculous!!!
JP: All good points! I think the NASDAQ application is critical as well. It seems as nobody really has a clue where this situation stands; but once this very important step is accomplished (if it will be)...I think everything else is sort of water over the damn.
Watching the PPS technically, I am hoping it reaches above $2.60 area (from the former low)...and I am thinking the move down below $2.00 was a washout and fueled by Stop losses.
I have said recently, the sentiment on a given stock can turnaround rather quickly when investors at least expect it. Any final decision/approval on a NASDAQ listing WILL send the PPS back above $5 within days (in my humble opinion).
And then, the two Phase two assets (Eltoprazine and ESS) will attract institutional money. Any DX spin off news will send us up to double digits.
Where the stock trades is irrelevant as it pertains to the fundamentals right now. The PPS is at the mercy of the risk off trade thats occurring due to the market meltdown. I (along with everyone else) has no assurance as to what happens next and where the stock trades in the near future.
But I believe there are investors who believe and have faith that things are going to turn around eventually here. And for those who are willing to a take on the risk that they can afford...it might be an opportunity of a lifetime. Time will tell!!!
Thanks Hnb:
I think that I am just surprised ....there is both a CFO and Controller. How are they not looking over these documents and finding these discrepancies in their communication (or lack of). It would be amazing how the PPS could react if they communicated properly and executed on what is promised (based on the expectations they are setting).
Really sad how this company continues to be mismanaged with all of the talent on board.