Quarterly report pursuant to sections 13 or 15(d)

SUBSEQUENT EVENTS

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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2012
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

 

The Company evaluated subsequent events through the date its financial statements were available for issuance. The Company determined that the financial statements were available for issuance on August 20th, 2012.

 

On January 16, 2012 the Company entered into a License Agreement with Power3 Medical Products, Inc (“Power3”) to license the NuroPro diagnostic test for Parkinson's disease to Amarantus BioSciences (the "License"). As part of the License, Amarantus was granted an option to acquire the Parkinson's Intellectual Property, and a right of first refusal to acquire the entire diagnostic platform for neurodegenerative diseases (collectively the "IP"). On March 7th, 2012 the IP was assigned to Neogenomics Inc. (“Neogenomics”) to satisfy a judgment made in September 2011 against Power3 in the name of Neogenomics as it pertained to a note payable to Neogenomics by Power3 that was in default. This judgment was not disclosed by Power3 to Amarantus at the time of the License Agreement; this lack of disclosure was in violation of the representations and warranties made by Power3 to Amarantus in the License Agreement. On March 15th, 2012, Power3 filed for Chapter 7 bankruptcy without notifying Amarantus of the status of the judgement in favor of Neogenomics, or the transfer of the IP to Neogenomics. Upon learning of the events stated above, Amarantus immediately put NeoGenomics on notice of the licensing agreement entered into with Power3 in order to provide equitable defenses in the event NeoGenomics makes an infringement claim against Amarantus. Amarantus is currently reviewing its legal options with respect to material misrepresentations made by the Executive Officers of Power3 at the time of the Licensing Agreement. Amarantus had initiated discussions with Neogenomics to acquire the IP related to the assignment made by the Receiver and expects those discussions to continue throughout the Power3's bankruptcy process. At this point the Company does not know how long the bankruptcy process may take. In August, 2012, the Company learned through a letter from the Trustee that the IP now belongs to the bankruptcy estate of Power3, and the Trustee has provided notice to the Patent and Trademark Office of the change in ownership back to Pwer3. Further the Trustee indicated in the letter that the Power3 estate is in a position to substantially comply with Power3’s pre-bankruptcy License Agreement with Amarantus, and has put forth a proposal which the Company in reviewing.

 

Effective July 31, 2012, Martin D. Cleary resigned from his position as director and the Chairman of our Board of Directors. Also effective July 31, 2012, Eugene Mancino resigned from his position as a director. There was no known disagreement with Mr. Cleary or Mr. Mancino on any matter relating to the Company’s operations, policies, or practices.

 

In July, 2012, the Board of Directors designated 2,500,000 shares of the 10,000,000 shares of authorized Preferred Stock as Series B Convertible Preferred Stock (“Series B”). The Series B stock have a par value of $0.001 per share, have no liquidation rights or rights to a dividend, has a conversion feature of fifty shares of Common stock for each share of Series B, Series B cannot convert to Common second until the second annual anniversary of the designation of the Series B Preferred, or a change in control occurs (defined as a 50% change in the voting power of the outstanding shares occurs). The holders of Series B shall be entitled to vote along with the Common Shares, at the same rate as if the Series B shares have been fully converted into Common Shares.

 

Further in July, 2012, the Board of Directors adopted a new stock plan, the Management, Employee, Advisor and Director Preferred Stock Option Plan – 2012 Series B Convertible Preferred Stock Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Management, Employees, Advisors and Directors and to promote the success of the Company’s business. Certain current and former Management, Employees, Advisors and Directors were awarded a total of 1,250,000 options to purchase Series B Preferred shares on July 15th, 2012.