Avant Diagnostics Inc fka AVDX

[BBstocks77]

Item 8.01 Other Events.



On December 22, 2017, Avant Diagnostics, Inc. (the “Company”) entered into a term sheet with Amarantus Bioscience Holdings, Inc. (“AMBS”), pursuant to which the Company would transfer all intellectual property related to its MSPrecise®, Lympro®, and NuroPro® assets to AMBS in exchange for the following: (i) cancellation of all principal, interest and other amounts owed on those certain promissory notes issued on February 28, 2016 (which was assumed by the Company in connection with that certain asset purchase agreement, dated May 11, 2016, by and between the Company and Theranostics Health, Inc.) and March 7, 2016 (of which $100,000 has been paid to date), (ii) assumption by AMBS of any remaining contingent liability assumed by the Company pursuant to the terms of that certain share exchange agreement, dated May 11, 2016, by and between the Company and AMBS (the “Exchange Agreement”)), of which approximately $322,500 is currently outstanding, (iii) the issuance by AMBS of 1,000,000 shares of its common stock to the Company, subject to a 24 month lock-up period and (iv) the issuance of approximately 30,092,743 shares by the Company to AMBS in satisfaction of all remaining amounts owed to AMBS pursuant to the terms of the Exchange Agreement, subject to a 24 month lock-up period (the “Transaction”).



The Company and AMBS have agreed to try and consummate the Transaction as soon as commercially practicable however they have not yet negotiated definitive agreements related to the Transaction. There can be no assurances that the Company will complete the Transaction on the terms set forth in the term sheet, or at all. The Transaction remains subject to negotiation of definitive agreements, as well as certain closing conditions, including the reconciliation of the amounts owed to AMBS as discussed above, and there can be no assurance as to whether or when the Transaction may be completed, or as to the final terms of the Transaction.