Amarantus Enters Into Agreement to License Diverse Therapeutics Portfolio to CBD-Focused Emerald Organic Products

Amarantus Bioscience Holdings, Inc. recently announced it has entered into a binding term sheet to license its therapeutic assets to Emerald Organic Growth, Inc. Amarantus will receive Emerald Preferred Stock to be valued at a minimum of $100 million in 2022, and up to double digit royalties (in addition to pass-through royalties and milestones) in exchange for worldwide, exclusive development and commercial rights to eltoprazine, engineered skin substitute (ESS), mesencephalic astrocyte-derived neurotrophic factor (MANF) and PhenoGuard. Key Amarantus team members will incubate Emerald’s emerging life sciences unit. The transaction is subject to customary closing conditions and the consent of certain Amarantus stakeholders.

“We see tremendous value in Amarantus’ diverse portfolio of therapeutic assets that has received a total of over $150 million in research & development investment to date, and has produced two Phase 3-ready product candidates in the areas of neurology and severe burns that together have received combined independent valuations of over $500 million and are targeting market opportunities of over $35 billion annually,” said Ian Parker, President & CEO of Emerald. “With the addition of the Amarantus portfolio and key personnel, we are furthering our commitment to changing the paradigm of health and wellness. We believe there will be tremendous synergies over time between our consumer health and biopharmaceutical divisions, and can imagine a time when the combination of consumer cannabis-based products and FDA-regulated drugs could lead to improved outcomes for consumers and patients at lower costs. The teams at Emerald and Amarantus will be working to help shape this vision together.”

“After a careful evaluation of all of our options to create shareholder value given Amarantus’ debt and capital structure, we are thrilled to be able to have a clear path towards delivering value for the various Amarantus stakeholders, while also becoming a significant part of the story of an emerging leader in the fast-growing legal cannabis industry, led by an astute and seasoned management focused on delivering meaningful benefit to consumers and patients,” said Gerald Commissiong, President & CEO of Amarantus. “The emerging CBD industry is expected to grow to between $15B-$20B within the next 5 years. Emerald is building a best-in-breed health sciences company that is harnessing the new CBD category to deliver convenient and meaningful products for consumers seeking to improve their health. The addition of FDA-regulated programs and personnel will mark a significant milestone towards Emerald’s objective of becoming a diversified health sciences company.”

Pursuant to the agreement, upon certain conditions, Emerald intends to initiate a tender offer to acquire all outstanding shares of Amarantus. Concurrent with this announcement, Amarantus and Coeptis Pharmaceuticals have mutually agreed to terminate the pending merger of Elto Pharma and Coeptis.

Emerald Organic Products, Inc. (OTC:EMOR), through its Pura Vida brand, has developed and recently commercialized a line of vitamins and supplements with certain proprietary cannabidiol (CBD) health and wellness products which will be marketed nationally and in certain foreign countries through various marketing and sales distribution channels including experienced wholesale distributors and a professional e-commerce platform. These hemp-based proprietary Pura Vida CBD products include CBD vitamins, chewable CBD gummies, and gummy bears, vaporization CBD liquids, drinks, CBD tinctures, CBD cosmetics, and others.

Amarantus Bioscience Holdings (AMBS) is a JLABS alumnus biotechnology company developing treatments and diagnostics for diseases in the areas of neurology, regenerative medicine and orphan diseases through its subsidiaries. The Company‘s 80.01%-owned subsidiary Breakthrough Diagnostics, Inc., currently a joint venture with Todos Medical, Ltd. has licensed intellectual property rights to the Alzheimer’s blood diagnostic LymPro Test from Leipzig University that was originally developed by Dr. Thomas Arendt, as well as certain rights to multiple sclerosis diagnostic MSPrecise™ and Parkinson’s diagnostic NuroPro. Amarantus entered into a joint venture agreement with Todos Medical, Ltd. to advance the diagnostic assets, and Todos recently exercised its exclusive option to acquire Amarantus’ remaining ownership in Breakthrough in exchange for approximately 50% ownership of Todos. The transaction is expected to close in the summer of 2019. AMBS’ 50%-owned subsidiary Elto Pharma, Inc. has development rights to eltoprazine, a Phase 2b-ready small molecule indicated for Parkinson’s disease levodopa-induced dyskinesia, Alzheimer’s aggression and adult attention deficit hyperactivity disorder, commonly known as ADHD. Elto Pharma entered into an agreement to be acquired by specialty pharmaceutical company Coeptis Pharmaceutical, Inc. that is commercializing the FDA-approved Consensi in late 2019. Under the terms of the agreement, AMBS would own approximately 25% of the combined company post-acquisition. The   AMBS acquired Cutanogen Corporation from Lonza Group in 2015. Cutanogen is preparing for pivotal studies with Engineered Skin Substitute (ESS) for the treatment of pediatric life-threatening severe burns. ESS is a regenerative medicine-based, autologous full-thickness skin graft technology originally developed by the Shriner’s Hospital that can be used to treat severe burns, as well as several other catastrophic and cosmetic dermatological indications. AMBS’ wholly-owned subsidiary, MANF Therapeutics Inc.owns key intellectual property rights and licenses from a number of prominent universities related to the development of the therapeutic protein known as mesencephalic astrocyte-derived neurotrophic factor (“MANF”). MANF Therapeutics is developing MANF-based products as treatments for ophthalmological disorders such as Wolfram Syndrome, Retinitis Pigmentosa and Glaucoma, as well as neurodegenerative diseases such as Parkinson’s disease. MANF was discovered by the Company’s Chief Scientific Officer John Commissiong, PhD. Dr. Commissiong discovered MANF from AMBS’ proprietary discovery engine PhenoGuard, and believes several other neurotrophic factors remain to be discovered. Amarantus also owns approximately 30% of the common shares of Avant Diagnostics, Inc. For more information, visit www.Amarantus.com.