Amended Annual Report (10-k/a)

Date : 06/19/2019 @ 9:14PM
Source : Edgar (US Regulatory)
Stock : Cell Source, Inc. (PN) (CLCS)
Quote : 0.6  0.0 (0.00%) @ 10:00PM

Amended Annual Report (10-k/a)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
 
FORM 10-K/A
(Amendment No. 1)
 
 
 
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the years ended December 31, 2018
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____________ to _____________
 
 
Commission file number 000-55413
 
 
Cell Source, Inc.
(Exact name of registrant as specified in its charter)

Nevada
 
32-0379665
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
57 West 57th Street, Suite 400
New York, New York
 
10019
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (646) 416-7896

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
         
None
 
 
 
Securities registered pursuant to Section 12(g) of the Act: Common stock, $0.001 par value
 
Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. ☐  Yes    ☒ No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ☐  Yes    ☒ No
 
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.  ☒  Yes  ☐ No
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).  ☒  Yes  ☐ No
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K . ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer   ☒
Smaller reporting company ☒

Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for completing with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act)   ☐  Yes    ☒ No
 
As of June 30, 2018, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant was $14,303,937 based on the closing sale price as reported on the OTC Markets.

As of March 27, 2019, there were 26,077,611 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE - None.


EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends Cell Source Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Form 10-K”), as filed with the Securities and Exchange Commission on April 1, 2019, and is being filed solely to re-file Exhibit 10.39 and Exhibit 10.40 in compliance with Regulation S-K Item 601(b). This Amendment includes new certifications by our Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 attached as Exhibits 31.1, 31.2, 32.1 and 32.2 hereto.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Financial Statements

See Index to Financial Statements immediately following the signature page of this Annual Report.

Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

Exhibits

The following exhibits are included as part of this Annual Report:

Exhibit
   
Number
 
Description
     
2.1 (1)
 
Share Exchange Agreement, dated June 30, 2014, by and between Cell Source, Ltd., and Ticket to See, Inc.
3.1 (1)
 
Articles of Association of Cell Source Limited, dated August 14, 2011, as amended on November 11, 2013
3.2 (2)
 
Articles of Incorporation of Ticket to See, Inc., dated June 6, 2012
3.3 (3)
 
Certificate of Amendment to Articles of Incorporation of Ticket to See, Inc., dated June 23, 2014
3.3 (4)
 
Certificate of Amendment to Articles of Incorporation of Ticket to See, Inc., dated May 20, 2014
3.4 (2)
 
Bylaws of Cell Source, Inc., dated June 6, 2012
3.5 (18)
 
Certificate of Designation with respect to Series A Preferred Stock dated November 14, 2016
10.1 (1)
 
Form of Subscription Agreement
10.2 (1)
 
Form of Registration Rights Agreement
10.3 (1)
 
Form of Investor Warrant
10.4 (1)
 
Form of Consultant Warrant(8)
10.5 (1)
 
Form of Researcher Company Warrant
10.6 (1)
 
Form of Company Warrant
10.7 (1)
 
Form of Lockup Agreement (included in Exhibit 2.1)
10.8 (1)
 
Research and License Agreement by and between Yeda Research and Development Company Limited and Cell Source Limited, dated October 3, 2011
10.9 (1)
 
Amendment to Research and License Agreement
10.10 (1)
 
Evaluation and Exclusive Option Agreement by and between Yeda Research and Development Company Limited and Cell Source Limited, dated Oct. 3, 2011 (included in Exhibit 10.7)
10.11 (1)
 
Amendment dated April 1, 2014 to Evaluation and Exclusive Option Agreement by and between Yeda Research and Development Company Limited and Cell Source Limited
10.12 (1)
 
Second Amendment dated June 22, 2014 to Evaluation and Exclusive Option Agreement by and between Yeda Research and Development Company Limited and Cell Source Limited
10.13 (1)
 
Consulting Agreement by and between Cell Source Limited and Professor Yair Reisner
10.14 (6)
 
Form of Amendment No. 1 to Registration Rights Agreement
10.15 (7)
 
Bridge Funding Agreement
10.16 (5)
 
Third Amendment dated June 22, 2014 to Evaluation and Exclusive Option Agreement by and between Yeda Research and Development Company Limited and Cell Source Limited
10.17 (8)
 
Form of Consulting Agreement pursuant to which the Company issued warrants to purchase an aggregate of 2,000,000 shares of the Company’s common stock
10.18 (9)
 
Form of Promissory Note issued to the Company’s Chief Executive Officer
10.19(10)
 
Form of March 2015 Promissory Note
10.20(10)
 
Form of March 2015 Warrant

2


10.21(11)
 
Form of Note Amendment Letter Agreement
10.22(11)
 
Form of May 2015 Note
10.23(11)
 
Form of May 2015 Warrant
10.24(12)
 
Form of Advisory/Consulting Agreement
10.25(13)
 
Zolty Promissory Note
10.26(13)
 
Zolty Warrant
10.27(13)
 
Form of July 2015 Convertible Promissory Note
10.28(13)
 
Form of July 2015 Warrant
10.29(15)
 
Form of Bridge Note Subscription Agreement
10.30(15)
 
Form of Convertible Note
10.31(15)
 
Form of March 2016 Note
10.32(15)
 
Form of March 2016 Warrant
10.33(18)
 
Form of July 2016 Warrants
10.34(18)
 
Second Amendment to Research and License Agreement dated as of November 28, 2016 between the Company and Yeda Research and Development Company Limited
10.35(18)
 
Third Amendment to Research and License Agreement dated as of March 29, 2018 between the Company and Yeda Research and Development Company Limited
10.36(18)
 
Fourth Amendment to Research and License Agreement dated as of March 30, 2018 between the Company and Yeda Research and Development Company Limited
10.37(16)
 
Convertible Note due July 27, 2016
10.38(17)
 
Promissory Note dated May 10, 2016
10.39(19)
 
Sponsored Research Agreement dated November 28, 2018 between The University of Texas M.D. Anderson Cancer Center and Cell Source Limited
10.40(19)
 
Agreement for Veto Cell Production and Clinical Trial Program dated February 19, 2019 between The University of Texas M.D. Anderson Cancer Center and Cell Source Limited
16.1(1)
 
Letter from Paritz & Company, P.A.
21(14)
 
Subsidiaries
31.1
 
Certification of principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
 
Certification of principal executive and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act                  of 2002
101.INS *
 
XBRL Instance Document
101.SCH *
 
XBRL Taxonomy Extension Schema Document
101.CAL *
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE *
 
XBRL Taxonomy Extension Presentation Linkbase Document


(1)
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2014.
(2)
Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 6, 2012.
(3)
Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 26, 2014.
(4)
Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 6, 2014.
(5)
Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 19, 2014.
(6)
Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 8, 2014.
(7)
Incorporated by reference to the Company’s Registration Statement Form S-1/A filed with the Securities and Exchange Commission on September 23, 2014.
(8)
Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 30, 2014.
(9)
Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 2, 2014.
(10)
Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 1, 2015.
(11)
Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 3, 2015.
(12)
Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 10, 2015.
(13)
Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 28, 2015.
(14)
Incorporated by reference to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 13, 2015.
(15)
Incorporated by reference to the Company’s Form 10-K filed with the Securities and Exchange Commission on April 14, 2016.
(16)
Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 13, 2016.
(17)
Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 15, 2016.
(18)
Incorporated by reference to the Company’s Form 10-K filed with the Securities and Exchange Commission on July 25, 2018.
(19)
Certain information has been excluded from this exhibit because (i) it is not material and (ii) would be competitively harmful if publicly disclosed.
*
Filed with Form 10-K filed with the Securities and Exchange Commission on April 1, 2019


3

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
CELL SOURCE, INC.
       
       
Dated:  June 19 , 2019
By:
/s/ Itamar Shimrat
   
Name: 
Itamar Shimrat
   
Title:
Chief Executive Officer and
     
Chief Financial Officer
     
(Principal Executive, Financial and Accounting Officer)
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
SIGNATURE
 
TITLE
 
DATE
           
           
By: 
/s/  Dennis Brown  
Chairman
 
June 19, 2019
 
Dennis Brown
       
           
           
By:
/s/  Itamar Shimrat  
Chief Executive Officer, Chief Financial Officer and Director
 
June 19, 2019
 
Itamar Shimrat
 
(Principal Executive, Financial and Accounting Officer)
   
           
           
By:
/s/  Ben Friedman  
Director
 
June 19, 2019
 
Ben Friedman
       
           
           
By:
/s/  David Zolty  
Director
 
June 19, 2019
 
David Zolty
       



4

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