UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2014
AMARANTUS BIOSCIENCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55016 | 26-0690857 |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | IRS Employer Identification No.) |
c/o Janssen Labs @QB3 953 Indiana Street San Francisco, CA | 94107 |
| (Address of Principal Executive Offices) | (Zip Code) |
(408) 737-2734
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 3.03 | Material Modification to Rights of Security Holders. |
On June 30, 2014, Amarantus Bioscience Holdings, Inc. (the “Company”) filed a Certificate of Amendment to its previously filed Certificate of Designation for its Series D Convertible Preferred Stock (the “Series D Shares”) to (i) remove the shareholder option to redeem the Series D Shares upon the occurrence of certain triggering events, and (ii) amend the “Liquidation” section so that holders of such Series D Shares shall only receive a distribution upon liquidation if all equity holders of the Company are liquidated upon the final liquidation or termination of the Company.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information contained in Item 3.03 is hereby incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| 4.1 | Certificate of Amendment of Certificate of Designation of Series D Convertible Preferred Stock |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | AMARANTUS BIOSCIENCE HOLDINGS, INC. | |
| | | | |
| | | | |
| Date: July 7, 2014 | By: | /s/ Gerald E. Commissiong | |
| | | Name: Gerald E. Commissiong | |
| | | Title: Chief Executive Officer | |
