AMBS Amarantus Bioscience Holdings Inc (CE)

SCHEDULE 13D

* 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 358,010,446 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

* 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 358,010,446 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 Lorient Ventures Limited, a British Virgin Islands company (the “Investment Entity”) and Eliyahu Hassett (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” is hereby supplemented as follows:

The Reporting Persons, Dominion Capital LLC and Anson Investments Master Fund LP (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.

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

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).