Amarantus Bioscience Holdings Inc (AMBS)

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It is an insider sale.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by the selling stockholders.

One of the selling stockholders, Lincoln Park Capital Fund, LLC, or “Lincoln Park”, is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. The selling stockholders, including Lincoln Park, may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the selling stockholders may sell the shares of common stock being registered pursuant to this prospectus.

We will pay the expenses incurred in registering the shares, including legal and accounting fees. See “Plan of Distribution”.

Our common stock is currently quoted on the OTC Markets under the symbol “AMBS”. On June 22, 2015, the last reported sale price of our common stock on the OTC Markets was $5.96.


Selling Stockholder Shares
Beneficially
Owned
Before this
Offering Percentage of
Outstanding
Shares
Beneficially
Owned Before
this
Offering(1) Shares to be
Sold in this
Offering Percentage of
Outstanding
Shares
Beneficially
Owned After
this Offering
(2)
Lincoln Park Capital Fund, LLC (3) 136,140 1.90 % 163,678 0
Memory Dx, LLC (4) 0 * 30,000 0
PGI Drug Discovery, LLC (5) 26,667 0.38 % 26,667 0
Dominion Capital, LLC (6) 393,425 4.99 % 138,889 *
Dustin Ray Johns (7) 20,486 0.29 % 20,486 *
International Infusion, Inc. (8) 374,569 5.07 % 54,514 *
Joseph Rubinfeld (9) 31,182 0.44 % 1,389 *
Nicholas Nurse (10) 8,333 0.12 % 8,333 *
Robert F. Johnston Living Trust (11) 20,833 0.29 % 20,833 *
Gemini Master Fund, Ltd. (12) 55,556 0.78 % 55,556 *
TOTAL 520,345

* Less than 1%

(1) Based on 7,067,610 outstanding shares of our common stock as of June 16, 2015.

(2) Assumes the sale of all the shares offered by the selling stockholders.