Cell Source, Inc 10-Q for FY2025 Q1
Cell Source, Inc. (CLCS)
About this 10-Q
Cell Source, Inc filed this 10-Q on May 14, 2026, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $1.48M
- compared with a net loss of $1.28M a year earlier
- Diluted EPS
- -$0.04
- compared with -$0.04 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| 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:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Issuer’s telephone number)
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 | N/A | N/A |
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.
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).
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. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of May 13, 2026, the registrant had shares of $ par value common stock outstanding.
CELL SOURCE, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025
TABLE OF CONTENTS
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
CELL SOURCE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Prepaid expenses - research and development | ||||||||
| Subscription receivable | ||||||||
| Other current assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficiency | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Accrued expenses - related party | ||||||||
| Accrued expenses | ||||||||
| Accrued interest | ||||||||
| Accrued interest - related parties | ||||||||
| Accrued interest | ||||||||
| Accrued compensation | ||||||||
| Notes payable, net of debt discount | ||||||||
| of $ and $ as of March 31, 2025 and December 31, 2024, respectively | ||||||||
| Notes payable - related parties, net of debt discount | ||||||||
| of $ | ||||||||
| Notes payable | ||||||||
| Convertible notes payable, net of debt discount | ||||||||
| of $ and $ as of March 31, 2025 and December 31, 2024, respectively | ||||||||
| Convertible notes payable - related parties | ||||||||
| Convertible notes payable | ||||||||
| Warrant liabilities | ||||||||
| Warrant liabilities - related party | ||||||||
| Warrant liabilities | ||||||||
| Derivative liabilities | ||||||||
| Derivative liabilities - related party | ||||||||
| Derivative liabilities | ||||||||
| Financing liability | ||||||||
| Advances payable | ||||||||
| Advances payable - related party | ||||||||
| Accrued dividend payable | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies (Note 8) | ||||||||
| Stockholders’ Deficiency: | ||||||||
| Convertible Preferred Stock, $ par value, shares authorized; Series A Convertible Preferred Stock,
shares designated, shares issued and outstanding as of March 31, 2025 and December 31, 2024; liquidation
preference of $ | ||||||||
| Series B Convertible Preferred Stock, shares designated, shares issued and outstanding as of March 31, 2025 and December 31, 2024; liquidation preference of $ | ||||||||
| Series C Convertible Preferred Stock, shares designated, shares issued and outstanding as of March 31, 2025 and December 31, 2024; liquidation preference of $ | ||||||||
| Preferred stock, value | ||||||||
| Common Stock, $ par value, shares authorized; shares issued and outstanding as of March 31, 2025 and December 31, 2024 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficiency | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficiency | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
CELL SOURCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| 2025 | 2024 | |||||||
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Operating Expenses: | ||||||||
| Research and development | $ | $ | ||||||
| Research and development - related party | ||||||||
| Research and development | ||||||||
| General and administrative | ||||||||
| Total Operating Expenses | ||||||||
| Loss From Operations | ( | ) | ( | ) | ||||
| Other (Expense) Income: | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest expense - related parties | ( | ) | ( | ) | ||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest expense - amortization of debt discount | ( | ) | ( | ) | ||||
| Interest expense - amortization of debt discount - related party | ( | ) | ( | ) | ||||
| Interest expense - amortization of debt discount | ( | ) | ( | ) | ||||
| Change in fair value of derivative and warrant liabilities | ||||||||
| Change in fair value of derivative and warrant liabilities - related party | ||||||||
| Change in fair value of derivative and warrant liabilities | ||||||||
| Total Other Expense | ( | ) | ( | ) | ||||
| Net Loss | ( | ) | ( | ) | ||||
| Dividend attributable to Series A, B, and C preferred stockholders | ( | ) | ( | ) | ||||
| Net Loss Applicable to Common Stockholders | $ | ( | ) | $ | ( | ) | ||
| Net Loss Per Common Share - Basic and Diluted | $ | ) | $ | ) | ||||
| Weighted Average Common Shares Outstanding - | ||||||||
| Basic and Diluted | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
CELL SOURCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
(Unaudited)
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficiency | ||||||||||||||||||||||||||||||||||
| FOR THE THREE MONTHS ENDED MARCH 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Convertible Preferred | Convertible Preferred | Convertible Preferred | Additional | Total | ||||||||||||||||||||||||||||||||||||||||
| Stock - Series A | Stock - Series B | Stock - Series C | Common Stock | Paid-In | Accumulated | Stockholders’ | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficiency | ||||||||||||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Series A, B and C Convertible Preferred Stock dividends: | ||||||||||||||||||||||||||||||||||||||||||||
| Accrual of earned dividends | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Warrant modification expense | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Proceeds received for sale of common stock, net of bifurcation to derivative liabilities | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Proceeds received for sale of Preferred Stock, net of bifurcation to derivative liabilities | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation: | ||||||||||||||||||||||||||||||||||||||||||||
| Warrants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Options | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| FOR THE THREE MONTHS ENDED MARCH 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Convertible Preferred | Convertible Preferred | Convertible Preferred | Additional | Total | ||||||||||||||||||||||||||||||||||||||||
| Stock - Series A | Stock - Series B | Stock - Series C | Common Stock | Paid-In | Accumulated | Stockholders’ | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficiency | ||||||||||||||||||||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Conversion of convertible notes payable and accrued interest into | ||||||||||||||||||||||||||||||||||||||||||||
| Series C Convertible Preferred Stock and common stock | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible notes payable and accrued interest into Series C Convertible Preferred Stock and common stock | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Series A, B and C Convertible Preferred Stock dividends: | ||||||||||||||||||||||||||||||||||||||||||||
| Accrual of earned dividends | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Common stock issued in satisfaction of accrued compensation | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Series B Convertible Preferred Stock for cash, net | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued in satisfaction of convertible note payable interest | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation: | ||||||||||||||||||||||||||||||||||||||||||||
| Warrants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Common stock | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
CELL SOURCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2025 | 2024 | |||||||
| For Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Interest expense - amortization of debt discount | ||||||||
| Interest expense - amortization of debt discount - related parties | ||||||||
| Interest expense - amortization of debt discount | ||||||||
| Change in fair value of derivative and warrant liabilities | ( | ) | ( | ) | ||||
| Non-cash interest expense - warrants | ||||||||
| Warrant modification expense | ||||||||
| Stock-based compensation: | ||||||||
| Common stock | ||||||||
| Warrants | ||||||||
| Options | ||||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ||||||||
| Prepaid expenses - research and development | ( | ) | ||||||
| Other current assets | ( | ) | ||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Accrued expenses - related parties | ||||||||
| Accrued expenses | ||||||||
| Accrued interest | ||||||||
| Accrued interest - related parties | ||||||||
| Accrued interest | ||||||||
| Accrued compensation | ||||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from issuance of Series B Convertible Preferred Stock and warrants | ||||||||
| Proceeds from subscription receivable | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Proceeds from issuance of convertible notes payable | ||||||||
| Payment of debt issuance costs | ( | ) | ||||||
| Proceeds from issuance of notes payable - related party | ||||||||
| Repayment of convertible notes payable | ( | ) | ||||||
| Repayment of financing liability | ( | ) | ||||||
| Net Cash Provided By Financing Activities | ||||||||
| Net Decrease In Cash | ( | ) | ( | ) | ||||
| Cash - Beginning of Period | ||||||||
| Cash - End of Period | $ | $ | ||||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Accrual of warrant obligations in connection with issuance of convertible notes payable | $ | $ | ||||||
| Common stock issued in satisfaction of accrued compensation | $ | $ | ( | ) | ||||
| Issuance of warrants in connection with issuance of notes payable - related party | $ | $ | ||||||
| Accrual of earned preferred stock dividends | $ | ( | ) | $ | ( | ) | ||
| Conversion of convertible notes payable and accrued interest into Series C Preferred Stock and common stock | $ | $ | ||||||
| Issuance of warrants in connection with issuance of Series B Preferred Stock | $ | $ | ||||||
| Bifurcation of embedded derivative liabilities in connection with issuance of Series B Preferred Stock | $ | $ | ||||||
| Issuance of warrants and embedded derivatives in connection with the issuance of common stock | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
CELL SOURCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Business Organization, Nature of Operations, Risks and Uncertainties and Basis of Presentation
Organization and Operations
Cell Source, Inc. (“Cell Source”, “CSI” or the “Company”) is a Nevada corporation formed on June 6, 2012 that is the parent company of Cell Source Limited (“CSL”), a wholly owned subsidiary which was founded in Israel in 2011 in order to commercialize a suite of inventions relating to certain cancer treatments. The Company is a biotechnology company focused on developing cell therapy treatments based on the management of immune tolerance. The Company’s lead prospective product is its patented Veto Cell immune system management technology, which is an immune tolerance biotechnology that enables the selective blocking of immune responses. CSL’s Veto Cell immune system management technology is based on technologies patented, owned, and licensed to CSL by Yeda Research and Development Company Limited, an Israeli corporation (“Yeda”) (see Note 8, Commitments and Contingencies). The Company’s target indications include: lymphoma, leukemia and multiple myeloma through the facilitation of safer and more accessible stem cell (e.g. bone marrow) transplantation acceptance, treatment of end stage kidney disease and other non-malignant organ diseases through improved organ transplantation (broadened donor pool, reduced dependence on post-transplant anti-rejection therapy) and ultimately treating a variety of cancers and non-malignant diseases. The Company’s current research and development activities are primarily conducted through sponsored research agreements with The University of Texas MD Anderson Cancer Center (see Note 8, Commitments and Contingencies).
Risks and Uncertainties
On February 24, 2022, Russian military forces invaded Ukraine, and the length, impact, and outcome of the ongoing war in Ukraine is highly unpredictable. On October 7, 2023, Hamas terrorists infiltrated Israel’s border with the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas has also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks have resulted in extensive deaths, injuries and kidnapping. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. Although there is currently a cease fire in the Israel-Hamas conflict, no assurance can be given that the cease fire will continue. On February 28, 2026, United States and Israeli forces conducted a series of attacks in Iran, and Iran responded by launching retaliatory attacks on Israel and United States military bases in the Middle East. The intensity and duration of the United States/Israel war against Iran is difficult to predict. As a result of the Russia-Ukraine, Israel-Hamas and United States/Israel-Iran wars and other geopolitical and macroeconomic events, the global credit and financial markets have experienced volatility and disruptions.
As of March 31, 2025 and through the date of this filing, the Company considered the impact of these wars and other geopolitical and macroeconomic events on its business and operational assumptions and estimates and determined there were no material adverse impacts on the Company’s consolidated results of operations and financial position.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial position of the Company as of March 31, 2025 and the condensed consolidated results of its operations and cash flows for the three months ended March 31, 2025 and 2024. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2025 or any other period. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2024 and for the year then ended which were included in the Company’s Annual Report on Form 10-K that was filed with the Securities and Exchange Commission (“SEC”) on April 6, 2026.
Note 2 - Going Concern and Management Plans
During
the three months ended March 31, 2025, the Company did not generate any revenues, had a net loss of approximately $
The
Company is currently funding its operations on a month-to-month basis. While there can be no assurance that it will be successful, the
Company is in active negotiations to raise additional capital. The Company’s primary sources of operating funds since inception
have been equity and debt financings. Management’s plans include continued efforts to raise additional capital through debt and
equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development
activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis or, notwithstanding
any request the Company may make, if the Company’s debt holders do not agree to convert their notes into equity or extend the maturity
dates of their notes, the Company may have to curtail its development, marketing and promotional activities, which would have a material
adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced
to discontinue its operations and liquidate. Subsequent to March 31, 2025 and as more fully described in Note 10, Subsequent Events,
the Company received aggregate proceeds of approximately $
| 7 |
The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.
Note 3 - Summary of Significant Accounting Policies
There have been no material changes to the Company’s significant accounting policies included in the Annual Report on Form 10-K for the year ended December 31, 2024, except as disclosed herein.
Reclassifications
Certain prior year amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net loss, total assets, total liabilities, shareholders’ equity, or cash flows from operations. Management has evaluated these reclassifications and determined that they are not material, individually or in the aggregate, to the condensed consolidated financial statements taken as a whole.
The Company computes basic net loss per share by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share includes the dilution that would occur upon the exercise or conversion of all dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable.
Schedule of Weighted Average Dilutive Common Shares Anti-dilutive
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Options | ||||||||
| Warrants | ||||||||
| Convertible notes [1] | ||||||||
| Convertible preferred stock | ||||||||
| Total | ||||||||
| [1] |
Recently Adopted Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company adopted ASU No. 2023-09 as of January 1, 2025 on a prospective basis and its adoption did not have a material impact on the Company’s condensed consolidated financial statements.
| 8 |
Note 4 - Fair Value
The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all Level 3 liabilities measured at fair value on a recurring basis using unobservable inputs during the three months ended March 31, 2025 and 2024:
Schedule of Changes in Fair Value of Liabilities Measured at Fair Value on a Recurring Basis
| Warrant | Accrued | Derivative | ||||||||||||||
| Liabilities | Compensation | Liabilities | Total | |||||||||||||
| Balance - January 1, 2025 | $ | $ | $ | $ | ||||||||||||
| Issuance of warrants and conversion option | ||||||||||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance - March 31, 2025 | $ | $ | $ | $ | ||||||||||||
| Warrant | Accrued | Derivative | ||||||||||||||
| Liabilities | Compensation | Liabilities | Total | |||||||||||||
| Balance - January 1, 2024 | $ | $ | $ | $ | ||||||||||||
| Accrual of warrant obligation | ||||||||||||||||
| Issuance of warrants and conversion option | ||||||||||||||||
| Common stock issued in satisfaction of accrued compensation | ( | ) | ( | ) | ||||||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance - March 31, 2024 | $ | $ | $ | $ | ||||||||||||
Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company’s Level 3 liabilities shown in the above table consist of warrants with “down-round protection”, as the Company is unable to determine if it will have sufficient authorized common stock to settle such arrangements, warrants deemed to be derivative liabilities according to the Company’s sequencing policy in accordance with ASC 815-40-35-12, the embedded conversion options within its convertible notes payable, the fair value of the Company’s obligation to issue penalty warrants (which is classified within warrant liabilities and warrant liabilities – related party on the condensed consolidated balance sheets), and an accrued obligation to issue common stock (which is a component of accrued compensation).
In applying the Black-Scholes option pricing model utilized in the valuation of Level 3 liabilities, the Company used the following approximate assumptions:
Schedule of Assumptions Used for Valuation of Level 3 Liabilities
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Risk-free interest rate | % - | % | % - | % | ||||
| Expected term (years) | - | - | ||||||
| Expected volatility | % | % | ||||||
| Expected dividends | % | % | ||||||
The expected term used is the contractual life of the instrument being valued. Since the Company’s stock has not been publicly traded for a sufficiently long period of time or with significant volume, the Company is utilizing an expected volatility based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.
As
of March 31, 2025 and December 31, 2024, the Company had an obligation to issue shares of common stock to service providers that
had a fair value of $
See Note 5, Notes Payable and Note 6, Stockholders’ Deficiency for additional details associated with the issuances of common stock, warrants and embedded conversion options.
Note 5 – Notes Payable
As
of March 31, 2025 and through the date of this filing, notes and convertible notes payable with principal amounts totaling approximately
$
During
the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $
Notes Payable
During
the three months ended March 31, 2025, the Company entered into a note amendment agreement with a note holder to (i) extend the maturity
date of a note in the principal amount of $
| 9 |
Notes Payable - Related Parties
During
the three months ended March 31, 2025, the Company received proceeds of $
Convertible Notes Payable
During
the three months ended March 31, 2025, the Company received proceeds of $
During
the three months ended March 31, 2025, the Company entered into a note amendment agreement with a note holder to extend the maturity
date of a convertible note in the principal amount of $
During
the three months ended March 31, 2025, the Company entered into a note amendment agreement with a note holder to extend the maturity
date of a convertible note in the principal amount of $
During
the three months ended March 31, 2025, the Company repaid an investor $
Note 6 – Stockholders’ Deficiency
Preferred Stock Dividends
During
the three months ended March 31, 2025 and 2024, the Company accrued additional preferred dividends of $
Series B Convertible Preferred Stock
During
the three months ended March 31, 2025, the Company received gross proceeds of $
Common Stock
During
the three months ended March 31, 2025, the Company received gross proceeds of $
Stock Warrants
During
the three months ended March 31, 2025, the Company entered into an advisory agreement with a certain advisor to perform independent advisory
services in connection with business operations from February 1, 2025 to June 30, 2025. In consideration of services to be performed,
the Company will issue to the advisor
During
the three months ended March 31, 2025, the Company entered into warrant amendment agreements with three advisory service providers to
extend the expiration dates of warrants to purchase an aggregate of
See Note 5, Notes Payable for additional details associated with the issuance of stock warrants.
| 10 |
Stock Options
During the three months ended March 31, 2025, the
Company granted an aggregate of five-year immediately vested options under the Company’s Equity Incentive Plan to three
of the Company’s directors, the Chief Executive Officer, the Chairman of the Scientific Advisory Board and a consultant with an
exercise price of $
Stock-Based Compensation
During the three months ended March 31, 2025, the
Company recognized stock-based compensation expense of $, consisting of $ of expense related to warrants (of which, $
was included within stockholder’s deficiency and $(
As of March 31, 2025, there was approximately $ of unrecognized stock-based compensation expense related to unvested advisory warrants, which will be recognized over a weighted-average remaining period of approximately years.
Note 7 – Related Party Transactions
As of March 31, 2025 and December 31, 2024, the Company
was required to issue warrants to purchase an aggregate of
See Note 5, Notes Payable – Notes Payable – Related Parties for details related to convertible notes held by directors of the Company.
Note 8 – Commitments and Contingencies
Yeda Research and License Agreement
During the three months ended
March 31, 2025 and 2024, the Company recorded research and development expenses of $
MD Anderson Sponsored Research Agreements
The
Company recognized $
Litigation
Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Aside from the matters discussed above, there are no other known contingencies through the date of this filing.
Note 9 – Segment Reporting
The Company has
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Note 10 – Subsequent Events
Issuance of Series B Convertible Preferred Stock
Subsequent to March 31, 2025, the Company received
proceeds of $
Subsequent to March 31, 2025, the Company completed the issuance of shares of its Series B Convertible Preferred Stock. The proceeds related to the issuance were received during the three months ended March 31, 2025, and were recorded within additional paid-in capital on the condensed consolidated balance sheet.
Issuance of Common Stock
Subsequent to March 31, 2025, the Company received
gross proceeds of $
Subsequent to March 31, 2025, the Company completed the issuance of shares of its Common Stock. The proceeds related to the issuance were received during the three months ended March 31, 2025, and were recorded within additional paid-in capital on the condensed consolidated balance sheet.
Subsequent to March 31, 2025, the Company issued an aggregate of shares of its common stock as payment-in-kind dividends to holders of its Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock.
Issuance of Notes Payable
Subsequent to March 31, 2025, the Company received
proceeds of $
Subsequent to March 31, 2025, the Company received
proceeds of $
Subsequent to March 31, 2025, the Company received
net proceeds of $
Subsequent to March 31, 2025, the Company received
aggregate proceeds of $
Subsequent to March 31, 2025, the Company received
proceeds of $
Subsequent to March 31, 2025, the Company received
proceeds of $
Subsequent to March 31, 2025, the Company completed
a private placement of original issue discount convertible notes payable in the aggregate principal amount of $
Subsequent to March 31, 2025, the Company received
aggregate proceeds of $
Subsequent to March 31, 2025, a note payable to a
lender in the original principal amount of $
Subsequent to March 31, 2025, the Company received
proceeds of $
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Note Amendments
Subsequent
to March 31, 2025, the Company entered into a note amendment agreement with a note holder to extend the maturity date of a note
in the principal amount of $
Subsequent
to March 31, 2025, the Company entered into a note amendment agreement with a note holder to extend the maturity date of a note
in the principal amount of $
Subsequent to March 31, 2025, the Company entered
into a note amendment agreement with a note holder to extend the maturity date of a convertible note in the principal amount of $
Stock Options
Subsequent to March 31, 2025, the Company entered into an amendment with certain option holders to extend the expiration date by four years from August 19, 2025 to August 19, 2029.
Subsequent to March 31, 2025, the Company entered into an option amendment with its CEO to extend the expiration date by five years from March 7, 2026 to March 7, 2031.
Stock Warrants
Subsequent to March 31, 2025, the Company entered into warrant amendment agreements with certain investors to extend the expiration dates ranging from August 2025 to December 2025, to August 2029 to December 2030.
Subsequent to March 31, 2025, the Company entered into warrant amendment agreements with a related party investor to extend the expiration date of the warrants from June 18, 2025 to June 18, 2030, and March 2, 2026 to March 2, 2031. Contemporaneous with the execution of these amendments, the warrants have been assigned to the Darlene Soave Revocable Trust.
Subsequent to March 31, 2025, the Company entered into warrant amendment agreements with certain investors to extend the expiration dates from January 13, 2026 to January 13, 2030.
Subsequent to March 31, 2025, the Company entered
into a warrant agreement with an investor to issue
Subsequent to March 31, 2025, the Company entered
into an advisory agreement with a certain advisor to perform independent advisory services in connection with business operations from
April 15, 2026 to July 15, 2026. In consideration of services to be performed, the Company shall issue to the advisor
Automatic Conversion of Preferred Stock
Subsequent to March 31, 2025, the issued and outstanding shares of the Company’s Series A Preferred Stock converted into shares of the Company’s common stock in accordance with the terms of the Certificate of Designation governing the terms of the Series A Preferred Stock.
Subsequent to March 31, 2025, the issued and outstanding shares of the Company’s Series C Preferred Stock converted into shares of the Company’s common stock in accordance with the terms of the Certificate of Designation governing the terms of the Series C Preferred Stock.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the condensed consolidated results of operations and financial condition of Cell Source, Inc. (“CSI”, “Cell Source”, the “Company”, “us,” “we,” “our,”) as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 should be read in conjunction with our unaudited financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (“SEC”) on April 6, 2026.
This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Factors that may affect our results include, but are not limited to, the risks and uncertainties discussed in Item 1A (“Risk Factors”) of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 6, 2026.
Overview
We are a cell therapy company focused on immunotherapy. Since our inception, we have been involved with the development of proprietary immune system management technology licensed from Yeda Research & Development Company Limited (“Yeda”), the commercial arm of the Weizmann Institute. We have since shifted the focus of our research and development efforts to MD Anderson.
This technology addresses one of the most fundamental challenges within human immunology: how to tune the immune response such that it tolerates selected desirable foreign cells, but continues to attack all other (undesirable) targets. In simpler terms, a number of potentially life-saving treatments have limited effectiveness today because the patient’s immune system rejects them. For example, while HSCT – hematopoietic stem cell transplantation (e.g. bone marrow transplantation) has become a preferred therapeutic approach for treating blood cell cancer, most patients do not have a matched family donor. Although matched unrelated donors and cord blood can each provide an option for such patients, haploidentical stem cell transplants (sourced from partially mismatched family members) are rapidly gaining favor as a treatment of choice. This is still a risky and difficult procedure primarily because of potential conflicts between host (recipient) and donor immune systems and also due to viral infections that often follow even successful HSCT while the compromised new immune system works to reconstitute itself by using the transplanted stem cells. Today, rejection is partially overcome using aggressive immune suppression treatments that leave the patient exposed to many dangers by compromising their immune system.
The unique advantage of Cell Source technology lies in the ability to induce sustained tolerance of transplanted cells (or organs) by the recipient’s immune system in a setting that requires only mild immune suppression, while avoiding the most common post-transplant complications. The scientific term for the result of successfully inducing such tolerance in a transplantation setting is chimerism, where the recipient’s immune system tolerates the co-existence of the (genetically different) donor type and host type cells. Attaining sustained chimerism is an important prerequisite to achieving the intrinsic GvL (graft versus leukemia) effect of HSCT and supporting the reconstitution of normal hematopoiesis (generation of blood cells, including those that protect healthy patients from cancer) in blood cancer patients. Preclinical data and initial clinical data show that Cell Source’s Veto Cell technology can provide superior results in allogeneic (donor-derived) HSCT by allowing for haploidentical stem cell transplants under a mild conditioning regimen, while avoiding the most common post-transplant complications. Combining this with CAR (Chimeric Antigen Receptor) T cell therapy as a unified VETO CAR-T treatment, we will be able to treat patients in relapse as well as those in remission and use the cancer killing power of CAR-T to protect the patient while their immune system fully reconstitutes, thus providing an end-to-end solution for blood cancer treatment by potentially delivering a fundamentally safer and more effective allogeneic HSCT: prevention of relapse; avoidance of GvHD; prevention of viral infections; and enhanced persistence of GvL effect. This means that the majority of patients will be able to find a donor, and will have access to a potentially safer procedure with higher long term survival rates than what either donor-derived HSCT or autologous CAR-T each on their own currently provide.
The ability to induce permanent chimerism (and thus sustained tolerance) in patients – which allows the transplantation to overcome rejection without having to compromise the rest of the immune system – may open the door to effective treatment of a number of severe medical conditions, in addition to blood cancers, which are characterized by this need. These include:
| ● | The broader set of cancers, including solid tumors, that can potentially be treated effectively using genetically modified cells such as CAR-T cell therapy, but also face efficacy and economic constraints due to limited persistence based on immune system issues (i.e., the need to be able to safely and efficiently deliver allogeneic CAR-T therapy). Inducing sustained tolerance to CAR-T cells may bring reduced cost and increased efficacy by allowing for off-the-shelf (vs. patient-derived) treatments with more persistent cancer killing capability. | |
| ● | Organ failure and transplantation. A variety of conditions can be treated by the transplantation of vital organs. However, transplantation is limited both by the insufficient supply of available donor organs and the need for lifelong, daily anti-rejection treatments post-transplant. Haploidentical organ transplants, with sustained chimerism, have the potential to make life saving transplants accessible to the majority of patients, with the prospect of improved life quality and expectancy. | |
| ● | Non-malignant hematological conditions (such as type one diabetes and sickle cell anemia) which could, in many cases, also be more effectively treated by stem cell transplantation if the procedure could be made safer and more accessible by inducing sustained tolerance in the stem cell transplant recipient. |
Human Capital Resources
Other than our Chief Executive Officer, we currently do not have any full-time employees, but retain the services of independent contractors/consultants on a contract-employment basis.
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Recent Developments
Preclinical Results and Clinical Results
After two years of intensive collaboration with Professor Zelig Eshhar, the inventor of CAR-T cell therapy, preclinical data confirmed that Veto Cells can markedly extend persistence of genetically modified T cells from the same donor and that genetically modified Veto Cells can effectively inhibit tumors expressing an antigen recognized by the transgenic T cell receptor. Furthermore, human Veto Cells transfected with CAR exhibit anti-tumor activity in-vitro without losing their veto activity. These preclinical results have formed the basis of our current development of a clinical protocol for allogeneic VETO CAR-T HSCT combined therapy for blood cancer treatment. Cell Source plans to submit this protocol for approval in 2026. Recent preclinical research has determined that Veto Cells can overcome rejection from both NK (natural killer) cells and T-cells, further enhancing their potential efficacy when used for off-the-shelf CAR-T cell therapy. The Phase 1/2 clinical trial at the University of Texas MD Anderson Cancer Center, using Cell Source’s Anti-viral Veto Cells, has completed the first five treatment cohorts, with 15 patients each receiving a haploidentical HSCT under reduced intensity conditioning with Veto Cells. This trial has thus far shown that there has been no toxicity associated with the Veto Cells, with patients consistently showing successful stem cell engraftment, in the absence of severe GvHD. The study is expected to continue with additional cohorts of patients, using the current treatment protocol.
Private Placement of Series B Convertible Preferred Stock
Beginning in October 2023, the Company entered into subscription agreements with certain accredited investors in a private placement offering. Each unit, which is sold at a price of $7.50 per unit, consists of one (1) share of Series B Convertible Preferred Stock and a five-year warrant to purchase a certain number of shares of common stock at an exercise price of $0.75 per share. For every $100,000 of units acquired, the investor will receive warrants to purchase an aggregate of 150,000 shares of common stock.
From October 2023 through the date of filing, the Company has sold an aggregate of 311,459 units for gross proceeds of $2,336,000 and issued warrants to purchase 3,484,000 shares of the Company’s common stock.
Condensed Consolidated Results of Operations
Three Months Ended March 31, 2025 Compared with the Three Months Ended March 31, 2024
Research and Development
Research and development expense was $515,183 and $356,213 for the three months ended March 31, 2025 and 2024, respectively, an increase of $158,970, or 45%. This increase is primarily due to additional incurred expenses as a result of the execution of new amendments with MD Anderson.
General and Administrative
General and administrative expense, which is associated with external consulting and professional fees, payroll and stock-based compensation expenses, was $483,404 and $781,916 for the three months ended March 31, 2025 and 2024, respectively, a decrease of $298,512, or 38%. The decrease was primarily attributable to decreases in consulting expenses of approximately $30,000, stock-based compensation expense of $200,600 and external expenses of $111,000, due to a decrease in various external services, partially offset by increases in accounting and audit expenses of approximately $46,000, due to increased work performed.
Interest Expense
Interest expense for the three months ended March 31, 2025 and 2024 was $427,237 and $222,814, respectively, an increase of $204,423, or 92%. This increase is primarily associated with an increase in the balance of interest-bearing notes during the three months ended March 31, 2025 as compared to the prior period.
Interest Expense - Amortization of Debt Discount
Amortization of debt discount was $86,637 and $5,956 for the three months ended March 31, 2025 and 2024, respectively, an increase of $80,681, or 1,354%. This increase is primarily associated with an increase in notes payable issued in 2025 compared to the prior year.
Change in Fair Value of Derivative and Warrant Liabilities
During the three months ended March 31, 2025 and 2024, we recognized a gain on the change in fair value of derivative and warrant liabilities of $30,610 and $91,493, respectively, a decrease of $60,883, or 67%. The change in the fair value of our derivative and warrant liabilities during each period was primarily attributable to changes in the fair value of our common stock.
Liquidity and Going Concern
We measure our liquidity in a number of ways, including the following:
| March 31, 2025 | December 31, 2024 | |||||||
| Cash | $ | 1,240 | $ | 74,631 | ||||
| Working capital deficiency | $ | (20,136,035 | ) | $ | (18,537,836 | ) | ||
During the three months ended March 31, 2025, we did not generate any revenues, incurred a net loss of approximately $1,482,000 and used cash in operations of approximately $600,000. As of March 31, 2025, we had a working capital deficiency of approximately $20,136,000 and an accumulated deficit of approximately $47,662,000. As of March 31, 2025 and through the date of this filing, notes payable with principal amounts totaling approximately $6,328,000 and $11,116,000, respectively, were past due. We will continue to incur net operating losses to fund operations. These conditions raise substantial doubt about our ability to continue as a going concern for at least one year from the date these financial statements are issued.
We are currently funding our operations on a month-to-month basis. While there can be no assurance that we will be successful, we are in active negotiations to raise additional capital. Our primary sources of operating funds since inception have been equity and debt financings. Management’s plans include continued efforts to raise additional capital through debt and equity financings. There is no assurance that these funds will be sufficient to enable us to fully complete our development activities or attain profitable operations. If we are unable to obtain such additional financing on a timely basis or, notwithstanding any request we may make, if our debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, we may have to curtail our development, marketing and promotional activities, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately we could be forced to discontinue our operations and liquidate. Subsequent to March 31, 2025 and as more fully described in Note 10, Subsequent Events, the Company received aggregate proceeds of approximately $2,839,000 from the issuance of notes payable, $310,000 from the issuance of Series B Convertible Preferred Stock and $100,000 from the issuance of Common Stock. The Company will continue to incur net operating losses to fund operations.
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There can be no assurances that we will be successful in generating additional cash from equity or debt financings or other sources to be used for operations. Should we not be successful in obtaining the necessary financing to fund our operations, we would need to curtail certain or all operational activities and/or contemplate the sale of our assets, if necessary.
During the three months ended March 31, 2025, our sources and uses of cash were as follows:
Net Cash Used in Operating Activities
We experienced negative cash flows from operating activities for the three months ended March 31, 2025 and 2024 in the amounts of approximately $600,000 and $174,000, respectively. The net cash used in operating activities for the three months ended March 31, 2025 was primarily due to cash used to fund a net loss of approximately $1,482,000, adjusted for net non-cash expenses in the aggregate amount of approximately $211,000, partially offset by $671,000 of net cash provided by changes in the levels of operating assets and liabilities. The net cash used in operating activities for the three months ended March 31, 2024, was primarily due to cash used to fund a net loss of approximately $1,275,000, adjusted for non-cash expenses in the aggregate amount of approximately $215,000, partially offset by $887,000 of net cash provided by changes in the levels of operating assets and liabilities.
Net Cash Provided by Financing Activities
Net cash provided by financing activities for the three months ended March 31, 2025 and 2024 was approximately $527,000 and $152,000, respectively. The net cash provided by financing activities during the three months ended March 31, 2025 was attributable to $150,000 of proceeds from the future issuance of common stock and warrants, $25,000 of proceeds from the future issuance of Series B Convertible Preferred Stock and warrants, approximately $377,000 of net proceeds from the issuance of notes and convertible notes payable, $50,000 of proceeds from subscription receivable, partially offset by the principal repayment of a convertible note payable in the amount of $75,000. The net cash provided by financing activities during the three months ended March 31, 2024 was attributable to $25,000 of proceeds from the issuance of Series B convertible preferred stock and warrants and approximately $147,000 of proceeds from issuance of convertible notes payable to a related party, partially offset by $20,000 of repayment of financing liability.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Critical Accounting Estimates
The preparation of financial statements and related disclosures are in conformity with U.S. GAAP. These accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expense during the periods presented. We believe that the estimates and judgments upon which we rely are reasonable based upon information available to us at the time that we make these estimates and judgments. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described below.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were
highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from
period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact
on our financial condition or results of operations.
There have been no material changes to the Company’s critical accounting estimates since the 2024 Form 10-K.
Valuation of the Company’s Common Stock Price
Because the Company’s common stock historically was not actively traded on a public market, the fair value of the Company’s restricted equity instruments is estimated by management based on observations of the sales prices of both restricted and freely tradable common stock, or instruments convertible into common stock. The Company obtains a third-party valuation of its common stock as of December 31, 2024 and July 1, 2024, and utilizes the December 31, 2024 valuation for management’s estimation of fair value during the three months ended March 31, 2025. The third-party valuation was performed in accordance with regulation of Section 409A of the Internal Revenue Code (“IRC”) as well as FASB ASC Topic 718.
The independent appraisal utilized the market approach, specifically the Backsolve method. The Backsolve method utilizes the economics from a direct transaction in the Company’s securities in determining fair value. The Backsolve method utilizes the Black-Scholes option pricing method (“OPM”) which allocated a probability-weighted present value to the Company’s convertible securities. The following steps were applied under the OPM:
| ● | Establishment of total enterprise or equity value; | |
| ● | Analysis of equity rights for each class of security; | |
| ● | Selection of appropriate model for valuation purposes; | |
| ● | Determination of key valuation inputs; and | |
| ● | Computation of the fair value of the subject security. |
Under the OPM, it was determined the Company’s common stock had a fair value of $0.19 and $0.28 as of December 31, 2024 and July 1, 2024, respectively, which included a discount for lack of marketability of 25%. Furthermore, the independent appraisal determined the Company’s expected volatility was 70% and 75% as of December 31, 2024 and July 1, 2024, respectively, by evaluating historical and implied volatilities of guideline companies.
| 16 |
Item 3. Quantitative And Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Principal Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Internal controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized, recorded and reported; and (2) our assets are safeguarded against unauthorized or improper use, to permit the preparation of our condensed consolidated financial statements in conformity with United States generally accepted accounting principles.
In connection with the preparation of this Quarterly Report, management, with the participation of our Principal Executive and Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Principal Executive and Financial Officer concluded that, as of March 31, 2025, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently involved in any pending legal proceeding or litigations and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.
Item 1A. Risk Factors.
There have been no material changes to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on April 6, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
In January 2025, we issued an Original Issue Discount Promissory Note in the principal amount of $385,860 to George Verstraete, a member of our Board of Directors, for a purchase price of $327,000. The note bears interest at a rate of 12% per annum and became due in April 2025. We issued a ten-year warrant to purchase 490,500 shares of common stock at an exercise price of $0.75 per share to Mr. Verstraete in connection with this transaction. We relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) in connection with this transaction.
In January 2025, we issued warrants to purchase an aggregate of 250,000 shares of our common stock at an exercise price of $0.75 per share to two lenders in connection with their agreement to extend the maturity dates of their notes. We relied upon the exemption provided by Section 4(a)(2) of the Securities Act in connection with these transactions.
In March 2025, we sold 3,333 shares of Series B Convertible Preferred Stock and issued a five-year warrant to purchase 37,500 shares of our common stock at an exercise price of $0.75 per share to an accredited investor for gross proceeds of $25,000. We relied upon the exemption provided by Section 4(a)(2) of the Securities Act in connection with this transaction.
In January 2025, we sold 428,572 shares of our common stock and issued a ten-year warrant to purchase 428,572 shares of the Company’s common stock at an exercise price of $0.35 per share to an accredited investor for gross proceeds of $150,000. We relied upon the exemption provided by Section 4(a)(2) of the Securities Act in connection with this transaction.
In March 2025, we issued options to purchase an aggregate of 4,525,000 shares of our common stock at an exercise price of $0.75 per share to the members of our Board of Directors, our Chief Executive Officer, a member of our Scientific Advisory Board and a service provider. We relied upon the exemption provided by Section 4(a)(2) of the Securities Act in connection with these transactions.
Item 3. Defaults Upon Senior Securities.
As of March 31, 2025 and through the date of this filing, notes payable and convertible notes payable with face values totaling approximately $6,328,000 and $11,116,000, respectively, were past due. Such notes continue to accrue interest and all relevant penalties have been accrued as of March 31, 2025. Of such past due notes payable, a holder of a note with principal amount of $202,500 issued a notice of default.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
In October 2024, our common stock was re-listed on the OTCQB Market.
Item 6. Exhibits.
| 31* | Certification of principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32* | Certification of principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith
| 18 |
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: May 14, 2026 | By: | /s/ Itamar Shimrat |
| Name: | Itamar Shimrat | |
| Title: |
Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer) | |
| 19 |
Exhibit 31
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Itamar Shimrat, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Cell Source, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: May 14, 2026 | |
| /s/ Itamar Shimrat | |
| Itamar Shimrat | |
| Chief Executive Officer and Chief Financial Officer | |
| (Principal Executive, Financial, and Accounting Officer) |
Exhibit 32
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Cell Source, Inc., a Nevada corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report for the quarter ended March 31, 2025 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: May 14, 2026 | |
| /s/ Itamar Shimrat | |
| Itamar Shimrat | |
| Chief Executive Officer and Chief Financial Officer | |
| (Principal Executive, Financial, and Accounting Officer) |