UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-Q /A

Amendment
No. 1



|[X]   | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|----- | ---------------------------------------------------------------------------------------
|      |                                                                                        
|      | For the quarterly period ended March 31, 2013                                          
|      |                                                                                        
|[   ] | Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934       
|      |                                                                                        
|      | For the transition period from  to  __________                                         
|      |                                                                                        
|      | Commission File Number: 333-148922                                                     



Amarantus Bioscience Holdings,
Inc.

(Exact name of
registrant as specified in its charter)



|Delaware                                                                           | 26-0690857                       
|---------------------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or organization)                     | (IRS Employer Identification No.)
|                                                                                   |                                  
|675 Almanor Ave., Sunnyvale, CA                                                    | 94085                            
|(Address of principal executive offices)                                           | (Zip Code)                       
|                                                                                   |                                  
|Registrant’s telephone number, including area code:(408) 737-2734                 
|                                                                                  
|_________________________________________________________________                 
|(Former name, former address and former fiscal year, if changed since last report)



Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days [X] Yes [ ] No



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X ]Yes [ ] No



Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.



|[ ] Large accelerated filer Accelerated filer | [ ] Non-accelerated filer
|--------------------------------------------- | -------------------------
|[X] Smaller reporting company                 |                          



Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [] Yes [X] No



State
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 385,003,149
common shares as ofMay 13, 2013.



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EXPLANATORY NOTE





This Quarterly Report on Form 10-Q/A is being
filed by Amarantus Bioscience Holdings, Inc. (the “Company”) to amend the Quarterly Report on Form 10-Q for the
quarter ended March 31, 2013 filed by the Company with the Securities and Exchange Commission on May 15, 2013 (the
“Form 10-Q”) to correct an error in Item 1. Legal Proceedings and Item 3. Defaults upon Senior Securities. This Amendment No. 1 to the Form
10-Q continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred
subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form
10-Q.





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PART II - OTHER INFORMATION



Item 1. Legal Proceedings



The company is not currently
involved in any litigation that it believes could have a material adverse effect on its financial conditions and result of operations.



Item 3. Defaults upon Senior Securities



The Company is not currently
in default on any convertible note securities.





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SIGNATURES



Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|      | Amarantus Bioscience Holdings, Inc.                                                                                                                                                                                  
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                      
|Date: | May
    16, 2013                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                      
|      | By: /s/ Gerald E. Commissiong
        Gerald E. Commissiong
        Title:Chief Executive Officer and Director
        
        By: /s/ Marc E. Faerber
        Marc E. Faerber
        Title:Chief Financial Officer



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