Sec Form 13D Filing - Anson Funds Management LP filing for Amarantus Bioscience Holdings Inc. (AMBS) - 2022-04-18

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934 (Amendment No. 1)

 

AMARANTUS BIOSCIENCE HOLDINGS, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
02300U205
(CUSIP Number)

 

Bruce R. Winson

Anson Funds Management LP

16000 Dallas Parkway

Suite 800

Dallas, TX 75248

(214) 866-0202

 

With a copy to:

 

David E. Danovitch, Esq.

Sullivan & Worcester LLP

1633 Broadway – 32nd Floor

New York, NY 10019

(212) 660-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 18, 2022
(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 SCHEDULE 13D

 

CUSIP No. 02300U205

 

1 NAMES OF REPORTING PERSONS
Anson Funds Management LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ☒

(b)  ☐ 

3 SEC USE ONLY
 
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
                                                  ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7 SOLE VOTING POWER
 
8 SHARED VOTING POWER
14,176,424*
9 SOLE DISPOSITIVE POWER
 
10 SHARED DISPOSITIVE POWER
14,176,424*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,176,424*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%*
14 TYPE OF REPORTING PERSON (See Instructions)
IA, PN
         

* Includes 14,176,424 shares of Common Stock issuable upon the conversion of convertible notes that are subject to a 4.99% blocking provision, meaning that they can be exercised only to the extent that such conversion would not cause the holder’s and its affiliates’ beneficial ownership of shares of Common Stock to exceed 4.99%. Excludes 351,009,661 shares of Common Stock issuable upon the conversion of convertible notes, none of which can be converted within 60 days of the date hereof, and are, therefore, not deemed to be beneficially owned by the Reporting Person. See Items 5(a) and 5(b).

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 02300U205

 

1 NAMES OF REPORTING PERSONS
Anson Management GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ☒

(b)  ☐

3 SEC USE ONLY
 
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
                                                  ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7 SOLE VOTING POWER
 
8 SHARED VOTING POWER
14,176,424*
9 SOLE DISPOSITIVE POWER
 
10 SHARED DISPOSITIVE POWER
14,176,424*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,176,424*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%*
14 TYPE OF REPORTING PERSON (See Instructions)
HC, OO
         

* Includes 14,176,424 shares of Common Stock issuable upon the conversion of convertible notes that are subject to a 4.99% blocking provision, meaning that they can be exercised only to the extent that such conversion would not cause the holder’s and its affiliates’ beneficial ownership of shares of Common Stock to exceed 4.99%. Excludes 351,009,661 shares of Common Stock issuable upon the conversion of convertible notes, none of which can be converted within 60 days of the date hereof, and are, therefore, not deemed to be beneficially owned by the Reporting Person. See Items 5(a) and 5(b).

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 02300U205

 

1 NAMES OF REPORTING PERSONS
Bruce R. Winson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ☒

(b)  ☐

3 SEC USE ONLY
 
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
                                                  ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7 SOLE VOTING POWER
 
8 SHARED VOTING POWER
14,176,424*
9 SOLE DISPOSITIVE POWER
 
10 SHARED DISPOSITIVE POWER
14,176,424*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,176,424*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
      ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%*
14 TYPE OF REPORTING PERSON (See Instructions)
HC, IN
         

* Includes 14,176,424 shares of Common Stock issuable upon the conversion of convertible notes that are subject to a 4.99% blocking provision, meaning that they can be exercised only to the extent that such conversion would not cause the holder’s and its affiliates’ beneficial ownership of shares of Common Stock to exceed 4.99%. Excludes 351,009,661 shares of Common Stock issuable upon the conversion of convertible notes, none of which can be converted within 60 days of the date hereof, and are, therefore, not deemed to be beneficially owned by the Reporting Person. See Items 5(a) and 5(b).

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 02300U205

 

1 NAMES OF REPORTING PERSONS
Anson Advisors Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ☒

(b)  ☐ 

3 SEC USE ONLY
 
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
                                                  ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7 SOLE VOTING POWER
 
8 SHARED VOTING POWER
14,176,424*
9 SOLE DISPOSITIVE POWER
 
10 SHARED DISPOSITIVE POWER
14,176,424*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,176,424*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
      ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%*
14 TYPE OF REPORTING PERSON (See Instructions)
FI, CO
         

* Includes 14,176,424 shares of Common Stock issuable upon the conversion of convertible notes that are subject to a 4.99% blocking provision, meaning that they can be exercised only to the extent that such conversion would not cause the holder’s and its affiliates’ beneficial ownership of shares of Common Stock to exceed 4.99%. Excludes 351,009,661 shares of Common Stock issuable upon the conversion of convertible notes, none of which can be converted within 60 days of the date hereof, and are, therefore, not deemed to be beneficially owned by the Reporting Person. See Items 5(a) and 5(b).

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 02300U205

 

1 NAMES OF REPORTING PERSONS
Amin Nathoo
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ☒

(b)  ☐

3 SEC USE ONLY
 
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
                                                  ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7 SOLE VOTING POWER
 
8 SHARED VOTING POWER
14,176,424*
9 SOLE DISPOSITIVE POWER
 
10 SHARED DISPOSITIVE POWER
14,176,424*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,176,424*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%*
14 TYPE OF REPORTING PERSON (See Instructions)
HC, IN
         

* Includes 14,176,424 shares of Common Stock issuable upon the conversion of convertible notes that are subject to a 4.99% blocking provision, meaning that they can be exercised only to the extent that such conversion would not cause the holder’s and its affiliates’ beneficial ownership of shares of Common Stock to exceed 4.99%. Excludes 351,009,661 shares of Common Stock issuable upon the conversion of convertible notes, none of which can be converted within 60 days of the date hereof, and are, therefore, not deemed to be beneficially owned by the Reporting Person. See Items 5(a) and 5(b).

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 02300U205

 

1 NAMES OF REPORTING PERSONS
Moez Kassam
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ☒

(b)  ☐ 

3 SEC USE ONLY
 
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
                                                  ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7 SOLE VOTING POWER
 
8 SHARED VOTING POWER
14,176,424*
9 SOLE DISPOSITIVE POWER
 
10 SHARED DISPOSITIVE POWER
14,176,424*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,176,424*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%*
14 TYPE OF REPORTING PERSON (See Instructions)
HC, IN
         

* Includes 14,176,424 shares of Common Stock issuable upon the conversion of convertible notes that are subject to a 4.99% blocking provision, meaning that they can be exercised only to the extent that such conversion would not cause the holder’s and its affiliates’ beneficial ownership of shares of Common Stock to exceed 4.99%. Excludes 351,009,661 shares of Common Stock issuable upon the conversion of convertible notes, none of which can be converted within 60 days of the date hereof, and are, therefore, not deemed to be beneficially owned by the Reporting Person. See Items 5(a) and 5(b).

 

 

 

 

This Amendment No. 1 (“Amendment No. 1”) is being filed by Anson Funds Management LP (the “Investment Entity”), Anson Management GP LLC, Mr. Bruce R. Winson, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam (collectively, the “Reporting Persons”) with respect to the common stock, par value $0.001 (the “Common Stock”) of Amarantus Biosciences Holdings, Inc., a Nevada corporation (the “Issuer”). This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 5, 2020 (the “October 2020 Schedule 13D”). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the October 2020 Schedule 13D. Information in response to each item shall be deemed to be incorporated by reference in all other items. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to such terms in the October 2020 Schedule 13D.

 

  Item 4. Purpose of Transaction

  

“Item 4. Purpose of Transaction” is hereby supplemented as follows:

 

The Reporting Persons, Dominion Capital LLC and Lorient Ventures Ltd (collectively, the “Group”) have tentatively reached a satisfactory arrangement with the Issuer with respect to the issues discussed in the October 2020 Schedule 13D. On November 23, 2021, the Group and the Issuer entered into a term sheet (the “Term Sheet”) intended to resolve such issues. The Term Sheet contemplates resolution of such issues and outstanding claims to be covered in definitive agreements.

 

  Item 7. Material to Be Filed as Exhibits

 

Exhibit 99.1 – Term Sheet, dated as of November 23, 2021, by and among Amarantus BioScience Holdings, Inc., Dominion Capital LLC, Anson Investments Master Fund LP, Lorient Ventures Ltd. and WilCarr Ventures.

 

 

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: April 18, 2022

     
  ANSON FUNDS MANAGEMENT LP
     
  By: Anson Management GP LLC, its general partner
     
  By: /s/ Bruce R. Winson
    Bruce R. Winson
    Manager
     
  ANSON MANAGEMENT GP LLC
     
  By: /s/ Bruce R. Winson
    Bruce R. Winson
    Manager
   
  /s/ Bruce R. Winson
  Bruce R. Winson
     
  ANSON ADVISORS INC.
     
  By: /s/ Amin Nathoo
    Amin Nathoo
    Director
     
  By: /s/ Moez Kassam
    Moez Kassam
    Director
   
  /s/ Amin Nathoo
  Amin Nathoo
   
  /s/ Moez Kassam
  Moez Kassam

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).