Emerald Organic Products to License Therapeutics Portfolio from Amarantus Bioscience Holdings

NEW YORK, Oct. 25, 2019 /PRNewswire/ -- Emerald Organic Products, Inc. and Amarantus Bioscience Holdings today announced a principal agreement for the exclusive, worldwide license of several cutting-edge treatments, including Phase 3-ready therapies for ADHD and skin regeneration.

Under the terms of the agreement, Emerald Organic EMOR, a health science company that is a market leader in CBD products, will license the therapeutic portfolio from Amarantus Holdings AMBS in exchange for Emerald preferred stock and on-going, sales-based royalties. The preferred stock will convert into 50 million shares of common stock on April 30, 2022, with a non-stock, accelerated royalty based on sales if the common shares are below $100 million at the time of conversion.

The transaction, which was led by boutique investment bank Advisory Group Equity Services, Ltd. (dba RHK Capital), is expected to become effective in the fourth quarter of 2019 and is subject to customary conditions and the receipt of consents from certain Amarantus stakeholders. Key Amarantus personnel will move over to incubate Emerald's emerging life sciences division.

"Emerald believes in the powerful healing ability of the body and has smartly invested in products and companies that have life-changing potential," said Ian Parker, CEO of Emerald Organic Products. "Amarantus' revolutionary therapies do exactly that – bringing hope and relief to long-suffering victims. Together, we see this acquisition as the first step toward combining consumer cannabis-based products and FDA-regulated drugs to improve outcomes for patients."

Specifically, Emerald Organic is licensing the following therapies:

• Eltoprazine: Emerald Organic intends to bring to market Phase 3-ready eltoprazine for the treatment of ADHD. The treatment of ADHD works by activating specific serotonin receptors in the brain, leading to a calming effect that has resulted in a positive Phase 2 trial result.
  
  
• Skin Regeneration: Emerald Organic will also bring to market a Phase 3-ready Engineered Skin Substitute, a life-saving treatment for pediatric burn victims that could be used in a large number of skin replacement procedures.
  
  
• MANF: Emerald will also develop a treatment for neurodegeneration in the eyes. The unique neurotrophic factor repairs damaged neuronal cells and serves as a potential solution for retinal-and dopaminergic cell death. MANF may serve as a treatment for Glaucoma, macular degeneration, Parkinson's disease and the orphan diseases Wolfram's Syndrome and retinitis pigmentosa.

Amarantus CEO Gerald Commissiong said, "This opportunity allows us to leverage Emerald Organic's platform to bring our critical therapeutics to market. Not only will we drive value to our investors and shareholders, but we will deliver meaningful treatments and hope for patients. We are proud to begin working with Emerald Organic to continue to develop these pioneering medical treatments."

About Emerald Organic Growth, Inc.
Emerald Organic Products, Inc. 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.

About Amarantus Bioscience Holdings, Inc.
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 further information please visit www.Amarantus.com.

About RHK Capital

Advisory Group Equity Services, Ltd. (dba RHK Capital) was founded in 1984. RHK Capital is a boutique investment banking firm specializing in small to medium-sized transactions. RHK is led by a management team with extensive financial industry experience and a desire to provide companies and individuals with the tools and expertise to accomplish their financial goals. In addition to investment banking, RHK has grown to include businesses in general securities, emerging market securities, distressed and high yield debt securities, investment management, mortgages, and business lending. As a division of Advisory Group Equity Services (AGES), all securities are offered through Advisory Group Equity Services Ltd., a registered broker-dealer, member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation.

SOURCE Emerald Organic Products, Inc.