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Amarantus Signs Non-Binding Term Sheet to Divest Cutanogen Corporation in Exchange for the Extinguishment of Potential $21M+ in Liabilities
Amarantus Signs Non-Binding Term Sheet to Divest Cutanogen Corporation in Exchange for the Extinguishment of Potential $21M+ in Liabilities.
About this update from Amarantus Bioscience Holdings, Inc.
[{"type":"text","content":"Board Member/Acting CEO Provides Shareholder UpdateSale of Engineered Skin Substitute (ESS) subsidiary, Cutanogen Corporation.Emphasis placed on advancing Elto Pharma, Inc. and MANF Therapeutics programsNEW YORK, NY / ACCESSWIRE / April 27, 2022 / Amarantus Bioscience Holdings, Inc. (OTC PINK:AMBS) ("Amarantus," or AMBS), a JLABS-alumnus biotechnology holding company developing proprietary orphan neurologic, regenerative medicine and ophthalmic therapies through its subsidiaries, today released a letter to its shareholders announcing it has entered into a non-binding term sheet to sell the Company's Engineered Skin Substitute (ESS) subsidiary, Cutanogen Corporation upon execution of definitive agreements. Additionally, the Company's Acting CEO Donald Huffman, a member of the Board of Directors, provided an update for shareholders about the future direction of the Company.Non-binding Term Sheet:The Cutanogen purchasers are a group of holders (the "Group") of the Company's senior secured and unsecured notes. Certain other note holders who are not part of the Group may also choose to participate with the Group (together the "Noteholders"). As payment, in exchange, the Noteholders will relieve the Company of between $21.5 million and $25.3 million of secured and unsecured debt and payables obligations related to the ESS program.The second part of the transaction is the Group's formation of a joint venture with a Contract Research Organization's venture capital (the "CRO VC")arm to finance and manage the further clinical development of the ESS program. Amarantus will share in the future returns of the joint venture after Noteholders have received a specified threshold amount.The key terms of the transaction are:Amarantus sells to the group of Noteholders its:subsidiary, Cutanogen Corporation, and50,000,000 shares of Todos Medical Ltd. common stockin exchange for the extinguishment of:a minimum of $13,867,474 and up to $17,719,810 in secured and unsecured debt (the "Notes"), and$7,581,828 in accounts payable associated with the ESS program, before a $500,000 cash payment against one of the payables, anda participation right to receive:25% of all funds received by the Noteholders from the joint venture with the CRO VC after the Noteholders are fully repaid the value of the Notes and the...