Amarantus Bioscience Holdings Inc (AMBS)

[JPetroInc]

averaging down has its risks - AMBS shares may well fall into the trips ($.001's) if:

1. Mr. Hang terminates SeD's LOI on AMBS management failure to secure $2.5-Mil. restructuring financing in 21 calendar days - or by June 25th, 2017:

http://www.evaluategroup.com/Universal/View.aspx?type=Story&id=699135



2.) Any/all conditions of the LOI are not met by either AMBS and/or Avant per SEC Filings:

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11959167

The following is a summary of the terms of the contingent modifications to the Senior Secured Convertible Debentures, the Convertible Preferred Series E (“Series E”) and Convertible Preferred Series H (“Series H”). The Company and the parties to the Binding LOIs have agreed:

? Certain conditions specified in the Binding LOIs must be met related to the injection of assets and funds into the Company, including a time frame for such investments and the requirement for fairness opinions under certain circumstances.

? Actions that must be taken by Avant Diagnostics, Inc. (“Avant”) (an entity which the Company owns certain shares of), with regards to raising capital and other corporate-related milestones;

? Conditions under which certain security held by the holders of the Senior Secured Convertible Debentures will be released by secured creditors, including the meeting of any two of the following funding events: (i) the Company successfully raising $1.5 million; (ii) the raising of $2.5 million for the Company’s subsidiary Cutanogen Corporation; (iii) the raising of $1.5 million for Avant.

? The convertible debt of the Company shall be exchanged for 80% of the stated value into:

o (i) 40% of that principal amount into certain shares of Avant held by the Company, at market price between $0.16/share subject to a floor price of $0.12/share; and

o (ii) 40% of that principal amount, into a new convertible note issued by the Company which is non-interest bearing with nine (9) months maturity date.

? The Company’s Series E and Series H to be converted for 75% of the stated value, into:

o (i) 37.5% of that principal amount into shares of Avant held by the Company, at market price between $0.16/share subject to a floor price of $0.12/share;

o (ii) 37.5% of that principal amount, into a new convertible note issued by the Company, non-interest bearing with nine (9) months maturity date.

o All other classes of Preferred Stock in the Company are described below:

§ Series A Preferred Stock has been retired;

§ Series B Preferred Stock is convertible into 1,500,000 common shares;

§ Series C Preferred Stock is convertible into 750,000 shares;

§ Series D Preferred Stock has been retired;

§ Series F Preferred Stock is non-convertible, and described in Item 5.01 below;

§ Series G Preferred Stock has been retired.

? The shares of Avant and of the Company (the “Companies”) to be transferred to the Senior Secured Convertible Debenture holders, the Series E holder and the Series H holders can only be liquated subject to certain prescribed limits:

o (i) the conversion, after a potential up-listing of the Companies to a national securities exchange of the amount that is permitted to be liquidated, at a conversion price using a market price format of 100% of the average price per share of the Company for the prior twelve (12) trading days, subject to a cap of 250% of the up-list price;

o (ii) the commencement of trading generally restricted to earlier of when the Companies is trading at greater than 150% of the up-listing price or nine (9) months after the up-listing date;

o (iii) the sale of shares of the Companies is limited to daily liquidation limits to enable a holder to orderly liquidate up to 25% of the holder’s position over a four-month interval starting then, and for each subsequent 25% over the remaining four month intervals thereafter; and

o (iv) the Companies having a right of first refusal for any proposed trade in excess of the daily liquidation limit, at a market price format.

? The Company will need to complete all the up-listing requirements including compliance with reporting requirements within nine (9) months, otherwise the Company’s shares are not subject to restrictions and are free to trade.

? The Company’s Cutanogen Corporation subsidiary will issue a new class of equity shares, such that the Company will retain 65% ownership of this subsidiary, with other shares of Cutanogen Corporation being given to the Company’s debt holders.

o The Senior Secured Convertible Debenture holders will receive pari passu per dollar invested up 20% of Cutanogen Corporation;

o The Series E and Series H holders will receive pari passu per dollar invested up 15% of Cutanogen Corporation;

? The Senior Secured Convertible Debenture holders that are parties to these Binding LOIs have agreed to certain stand still periods during which they will not pledge, hypothecate, lien, sell, or transfer current debt or preferred equity to be exchanged.

? The Company has agreed to pay up to $250,000 for legal expenses of convertible debt and preferred equity holders that are the subject of this restructuring.

Each of the Certificates of Amendment to the Certificate of Designations for each of the Series E and Series H Convertible Preferred Stock state the following: In the event that 2 of the 3 milestones set forth below are not achieved on or before June 25, 2017, this Certificate of Amendment shall be null and void and of no further effect.

a) The Company raises at least $1.5 million in financing;

b) Avant Diagnostics, Inc. raises at least $1.5 million in financing; or

c) Cutanogen Corporation raises at least $2.5 million in financing.

3.) Rich Galtero, Pres. of Ascendant Partners, LLC, AMBS IR Firm specifically warned on May 31st that so far:

"AMBS has been unsuccessful to secure requisite LOI financing, and the longer it takes, the worse off it will be for everybody"

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=131837014

but Kool-aide drinkers are alive and well everywhere, even though AMBS has dropped from $12.00 pps to $0.018, are in Default and are facing loss of SeD as a potential suitor of both AMBS/ADVX

you simply can't make this stuff up

sad but true...



AJMHO