CLCS 8-K
Cell Source, Inc. (CLCS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 25, 2021
| Cell Source, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
| 001-55413 |
| 32-0379665 |
| (State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
57 West 57th Street, Suite 400, New York, New York 10019
(Address of principal executive offices, including Zip Code)
(646) 416-7896
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTOR; APPOINTMENT OF PRINCIPAL OF OFFICERS
On April 1, 2021, Cell Source, Inc. (the “Company”) announced that Darlene Soave has been appointed to the Company’s Board of Directors. The press release announcing the appointment of Ms. Soave is filed as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.
During the years ended December 31, 2019 and 2020, the Company received an aggregate of $500,000 and $1,500,000, respectively, of advances under a convertible note that was issued to Ms. Soave in October 2019 and subsequently amended and restated. An additional $500,000 was advanced by Ms. Soave in March 2021.The convertible note, as amended, bears interest at 10% per annum and becomes due on October 31, 2021.The Company, at its option may convert the convertible note into shares of Series B Convertible Preferred Stock at any time after the creation and sale of the Series B Preferred Stock and before the maturity date. As of March 31, 2021, $2,500,000 principal amount of the convertible note was outstanding. The Company has issued warrants to purchase 2,000,000 shares of common stock at an exercise price of $.75 per share to Ms. Soave pursuant to the terms of the convertible note.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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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 hereunto duly authorized.
Date: April 1, 2021
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| Cell Source, Inc. |
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| By: | /s/ Itamar Shimrat |
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| Itamar Shimrat |
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| President and Chief Executive Officer |
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EXHIBIT 99.1
Darlene Soave Joins Cell Source’s Board of Directors
April 01, 2021 – New York, NY – Cell Source, Inc. (OTC: CLCS) (“Cell Source” or “the Company”), is the world leader in Veto Cell based innovative immunotherapy and today announced that Darlene Soave has been appointed to the Company’s Board of Directors, effective March 25, 2021. Veto Cells, in different mouse models, have shown that they have the potential to safely facilitate mismatched donor stem cell (e.g. bone marrow) transplants and organ transplants. In addition, in preclinical trials, Veto Cells have shown that they can durably treat malignant and non-malignant blood diseases through active immune response management,
“It is with sincere appreciation and gratitude that we welcome Ms. Soave to Cell Source’s Board of Directors,” said Dennis Brown, Chairman of Cell Source. “She brings to Cell Source decades of truly diversified, visionary entrepreneurial leadership experience at a crucially important time in the Company’s evolution.Cell Source has successfully transitioned clinically as our first Phase I/II human clinical trial is currently underway*.This trial will potentially demonstrate a commercially viable proof of concept which may lead to a period of significant value creation as results of these studies progress.”
Ms. Soave, a native of Detroit, was a Co- founder and Director of Soave Enterprises. For over 40 years, she played key roles in its business successes, which were primarily achieved through investing in well-run companies, providing them with the tools and resources necessary to further enhance their businesses, and gauging real-world results through the use of proprietary performance metrics.
From the start, a defining characteristic of Soave Enterprises was its nurturing a highly entrepreneurial culture. The company rapidly grew from humble beginnings into one of the industry’s largest and most respected environmental services and waste management groups.
Over the following decades, Soave Enterprises went on to flourish in a broad array of industries and endeavors. These include: Coastal Florida luxury condominiums; Chicago-area Budweiser distributorships; Metal recycling operations in the Midwest; Mercedes-Benz retail operations in Kansas City; and a Washington, D.C.-area master-planned residential community. Today, its diversified portfolio generates annual revenues exceeding $1.8 billion.
Through the DG Group Inc., Ms. Soave’s current holdings encompass a vertically integrated portfolio of over 500 income-producing residential properties in addition to various other commercial assets. DG Group identifies, grows, and sustains its portfolio businesses by leveraging the combined strengths of their management teams and financial resources.
DG Group’s holdings also include an array of companies that are committed to health-enhancing and potentially life-saving technologies. A hallmark of DG Group is its singular approach to combining state-of-the-art technology with quality, hands-on leadership.
It was Ms. Soave’s lifelong advocacy and personal embodiment of ‘anti-aging’ that captured her initial interest and ultimately led to her investment and involvement in Cell Source.
“I have always believed it is important to look beyond traditional performance metrics,” said Ms. Soave. “Dr. Yair Reisner has been a true pioneer in allogeneic stem cell transplantation for almost 50 years. I believe his ongoing, successful commitment to delivering safer treatment protocols will ultimately enable all people who need transplants to receive them. Donor registries could become relics of the past as everyone will have access to safe transplants, thereby utterly redefining transplantation as we know it. These reasons, along with the Company’s ability to cost-effectively reach the clinical stage with a first-in-human cell therapy, are some of the significant factors that led to our decision to invest in Cell Source. I firmly believe in the Company’s potential to create a major transformational impact in the fields of bone marrow transplantation and immuno-oncology, the result of which will improve or save countless lives.”
Ms. Soave has served on the Board of Directors of Soave Enterprises, The Detroit Historical Society, The Detroit Symphony Orchestra, Barrett House (for abused women and children), Friends of Fleck, and the Restoration Board of the Detroit Opera House.
*A Phase 1/2 clinical trial is currently in progress testing the safety and efficacy of Cell Source’s Veto Cells in patients with hematological cancers or with non-malignant hematological diseases. Information regarding the clinical trial may be located here: https://www.clinicaltrials.gov/ct2/show/NCT03622788
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About Cell Source
Cell Source, Inc. (OTC: CLCS) is the worldwide, exclusive innovator of Veto Cell based cellular therapy and immunotherapy technology platforms. Veto Cells are designed to provide safer and more successful bone marrow transplantation and improve the treatment of malignant blood cancers such as multiple myeloma and leukemias. In addition, Veto Cells are also designed to correct nonmalignant genetic blood disorders like sickle cell disease, and to durably treat auto immune diseases such as type 1 diabetes. The Company is also developing and evaluating its Veto Cell CAR-T platform, which enables patient-derived (autologous) CAR-T vectors to be used in donor-derived (allogeneic) settings with increased safety, efficacy, and persistence. Moreover, Cell Source’s Veto Cell technologies are also being developed to facilitate safe, mismatched organ transplants (e.g., kidney and liver) without the need for life-long immune system suppression medications.
Cell Source Investor Resource Center
Cell Source maintains a comprehensive Investor Resource Center including share information, SEC filings, investor relations contacts, and more, located here: https://cell-source.com/investor-center
Cell Source General Information
For general information regarding Cell Source, please visit the Company’s website at https://cell-source.com
A PDF presentation introducing Cell Source and its technologies is available here: https://cell-source.com/wp-content/uploads/2020/12/CLCS-Introduction-Q1-2021.pdf
For details regarding Cell Source’s Veto Cell Technology Platform and other immunotherapy innovations, please visit https://cell-source.com/veto-cells
Background information on Professor Yair Reisner, Ph.D, the award-winning Chairman of Cell Source’s Scientific Advisory Board, is available here: https://cell-source.com/professor-yair-reisner-ph-d
Dr. Reisner’s other published works and additional background information are available via ORCID, here: http://orcid.org/0000-0002-3354-6945
To learn about Cell Source’s world-class collaborative partnerships, please visit http://cell-source.com/collaborative-partnerships.
For information regarding Cell Source’s Scientific Advisory Board, please visit https://cell-source.com/scientific-advisory-board
Company Contact
Itamar Shimrat, CEO
646.612.7554
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