10-K - CLCS - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington

D. C. 20549

FORM

10-K

☒	ANNUAL<br> REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For<br> the year ended December 31, 2024
☐	TRANSITION<br> REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For<br> the transition period from _____________ to _____________

Commission

file number 000-55413

CellSource, Inc.

(Exact name of registrant as specified in its charter)

Nevada	32-0379665
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

57West 57^th^ Street**, Suite400**

NewYork, NY 10019

(Address of principal executive offices)

(646)416-7896

(Issuer’s telephone number)

Securities

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

Title<br> of each class	Trading<br> symbol(s)	Name<br> of each exchange on which registered
None	N/A	N/A

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 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<br> accelerated filer ☐	Accelerated<br> filer ☐
Non-accelerated<br> filer ☒	Smaller<br> reporting company ☒
	Emerging<br> growth company ☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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, 2024, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant was $25,625 based on the closing sale price as reported on the OTC Market.

As

of April 6, 2026, there were 67,945,856 shares of common stock outstanding.

DOCUMENTS

INCORPORATED BY REFERENCE - None.

CELL

SOURCE, INC.

FORM

10-K

FOR

THE FISCAL YEAR ENDED DECEMBER 31, 2024

INDEX

		Page
PART I
Item<br> 1.	Business.	4
Item<br> 1A.	Risk<br> Factors.	39
Item<br> 1B.	Unresolved<br> Staff Comments.	60
Item<br> 1C.	Cybersecurity.	61
Item<br> 2.	Properties.	61
Item<br> 3.	Legal<br> Proceedings.	61
Item<br> 4.	Mine<br> Safety Disclosures.	61
PART II
Item<br> 5.	Market<br> for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	62
Item<br> 6.	[Reserved]	62
Item<br> 7.	Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations.	63
Item<br> 7A.	Quantitative<br> and Qualitative Disclosures About Market Risk.	69
Item<br> 8.	Financial<br> Statements and Supplementary Data.	69
Item<br> 9.	Changes<br> in and Disagreements With Accountants on Accounting and Financial Disclosure.	69
Item<br> 9A.	Controls<br> and Procedures.	70
Item<br> 9B.	Other<br> Information.	70
Item<br> 9C.	Disclosure<br> Regarding Foreign Jurisdictions that Prevent Inspections.	70
PART III
Item<br> 10.	Directors,<br> Executive Officers and Corporate Governance.	71
Item<br> 11.	Executive<br> Compensation.	74
Item<br> 12.	Security<br> Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	76
Item<br> 13.	Certain<br> Relationships and Related Transactions, and Director Independence.	78
Item<br> 14.	Principal<br> Accountant Fees and Services.	80
PART IV
Item<br> 15.	Exhibits<br> and Financial Statement Schedules.	81
Item<br> 16.	Form<br> 10-K Summary.	84
Signatures		85

CAUTIONARY

NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements regarding, among other things, our anticipated financial and operating results. Forward-looking statements reflect our management’s current assumptions, beliefs, and expectations. Words such as “anticipate,” “believe,” “estimate,” “seek,” “expect,” “intend,” “could,” “plan,” and similar expressions are intended to identify forward-looking statements. While we believe that the expectations reflected in our forward-looking statements are reasonable, we can give no assurance that such expectations will prove correct. Forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from the future results, performance, or achievements expressed in or implied by any forward-looking statement we make. Some of the relevant risks and uncertainties that could cause our actual performance to differ materially from the forward-looking statements contained in this report are discussed below under the heading “Risk Factors” and elsewhere in this Annual Report on Form 10-K. We caution investors that these discussions of important risks and uncertainties are not exclusive, and our business may be subject to other risks and uncertainties which are not detailed there. Investors are cautioned not to place undue reliance on our forward-looking statements. We make forward-looking statements as of the date on which this Annual Report on Form 10-K is filed with the U.S. Securities and Exchange Commission (“SEC”), and we assume no obligation to update the forward-looking statements after the date hereof whether as a result of new information or events, changed circumstances, or otherwise, except as required by law.

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Summary

of Principal Risk Factors

Our business operations are subject to numerous risks, factors and uncertainties, including those outside our control that could cause our actual results to be harmed, including risks regarding the following:

RisksRelated to our Business and Industry

●	We<br> may not receive regulatory approvals for our product candidates or there may be a delay in obtaining such approvals.
●	Clinical<br> trials for our product candidates are expensive and time consuming and their outcome is uncertain.
●	We<br> may be required to suspend or discontinue clinical trials due to unexpected side effects or safety risks.
●	Delays<br> in our clinical trials could delay our ability to obtain regulatory approval and our ability to commercialize our products.
●	The<br> results of our clinical trial are uncertain and could substantially delay or prevent us from bringing products to market.
●	Pre-clinical<br> studies and Phase 1 or 2 clinical trials of our product candidates may not predict the results of subsequent human trials.
●	Our<br> clinical trials may fail to demonstrate substantial evidence of the safety and efficacy of our product candidates.
●	We<br> are subject to various government regulations, may become subject to increased government regulation and may fail to comply with<br> regulatory requirements.
●	Regulatory<br> approval of our product candidates may be withdrawn at any time.
●	Even<br> if approved, our products may not gain market acceptance.
●	We<br> do not own any patents and rely on the patents we license from Yeda Research and Development Company Limited.
●	Our<br> success will depend in part on our ability to obtain and maintain patent protection for the patents we license.
●	Confidentiality<br> agreements may not prevent unauthorized disclosure of trade secrets or proprietary information.
●	We<br> are dependent on collaborative partners and service providers.
●	We<br> will be unable to operate profitability if we are unable to keep up with rapid technological developments.
●	Our<br> ability to sell products will depend to a large extent upon reimbursement from insurance companies.
●	We<br> may expend our limited resources to pursue a particular product candidate or indications and fail to capitalize on more profitable<br> products or indications.
●	Clinical<br> trial data that we publish may change as more patient data becomes available.
●	We<br> rely on key personnel.
●	We<br> may be subject to foreign exchange fluctuations.

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| --- | | ● | We may be subject to potential product and clinical trials liability and liabilities related to working with hazardous materials. | | --- | --- | | ● | If we conduct clinical trials outside of the United States, the FDA may not accept data from such trials. | | ● | The Russia-Ukraine, Israel-Hamas and United States/Israel-Iran wars and other geopolitical and macroeconomic events have resulted in disruption of global credit and financial markets and may make necessary debt or equity financing more difficult, costly or dilutive. |

RisksRelated to Our Capital Resources and Impairments

●	We<br> have a limited operating history and a history of operating losses and expect to incur significant additional losses.
●	We<br> will need to secure additional financing.
●	There<br> is substantial doubt about our ability to continue as a going concern.
●	We<br> are an early stage company with an unproven business strategy.
●	We<br> are in default of payment obligations under promissory notes.

RisksRelated to Our Common Stock

●	We<br> may issue additional shares of preferred stock in the future.
●	There<br> is not an active liquid trading market for our Common Stock.
●	We<br> may not be able to attract the attention of brokerage firms because we became a public company by means of a reverse acquisition.
●	Voting<br> power of our shareholders is highly concentrated in insiders.
●	We<br> do not intend to pay dividends on our Common Stock for the foreseeable future.
●	Shareholders<br> may be diluted by future issuances of Common Stock.
●	As<br> an issuer of “penny stock”, protection provided by federal securities laws relating to forward looking statements does<br> not apply to us.
●	Our<br> ability to use net operating loss carryforwards may be limited.
●	Our<br> issuance of Common Stock upon exercise of warrants or options may depress the price of our Common Stock.

OtherGeneral Risk Factors

●	Applicable<br> regulatory requirements may make it difficult to retain or attract qualified directors and officers.
●	Our<br> stock price could be adversely affected if we fail to maintain effective internal controls over financial reporting.
●	Failure<br> to comply with the Sarbanes-Oxley Act of 2002 could harm our business and stock price.
●	Our<br> stock price may decline or be volatile, regardless of our operating results.
●	Our<br> quarterly operating results may fluctuate significantly or fall below expectations of investors or securities analysts.
●	As<br> a result of reduced disclosure requirements applicable to a “smaller reporting company,” the information we provide to<br> investors may be different than information provided by other public companies.
●	We<br> could be subject to securities class action litigation.

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PART

ITEM

BUSINESS.

Overview

OurBusiness

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 (“Cell Source technology”) licensed from Yeda Research & Development Company Limited (“Yeda”), the commercial arm of the Weizmann Institute of Science (“Weizmann Institute”) in Israel. The current focus of our Research and Development efforts is at the University of Texas MD Anderson Cancer Center (“MD Anderson”) in Houston, Texas.

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 due to potential conflicts between host and donor immune systems, as well as 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 transplant related complications. The scientific term for 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 (recipient) 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, as well as interim clinical data, show that Cell Source’s Veto Cell technology (currently in a trial in the US) 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 employing Veto Cells, as a VETO CAR-T treatment, we plan 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 graft versus host disease (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 costs and increased efficacy by allowing for off-the-shelf (vs. patient-derived) treatments with more persistent cancer killing capability.

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| --- | | ● | 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-reject 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. |

CorporateHistory

Cell Source, Inc. (the “Company”) is a Nevada corporation formed on June 6, 2012 under the name Ticket to See, Inc. (“TTSI”). Cell Source Ltd. (“Cell Source Israel”) was founded in 2011 in order to commercialize a suite of inventions that were the result of over ten (10) years of research at the Weizmann Institute. Pursuant to a Research and License Agreement by and between Cell Source Israel and Yeda, dated October 3, 2011, as amended in April, 2014, November, 2016, March, 2018, August 2019, December, 2019, November, 2020, December, 2021 and December, 2024 (the “Yeda License Agreement”), Yeda, the commercial arm of the Weizmann Institute, granted Cell Source Israel an exclusive, worldwide license to certain patents, discoveries, inventions, and other intellectual property generated (together with others) by Yair Reisner, Ph.D. (“Dr. Reisner”), former head of the Immunology Department at the Weizmann Institute.

Implicationsof being a Smaller Reporting Company

As a company with less than $100 million in revenue during our last fiscal year and a public float of less than $250 million, we qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. A “smaller reporting company” may take advantage of reduced reporting requirements and disclosure obligations that are otherwise applicable to public companies. These provisions include, but are not limited to:

●	being<br> permitted to present only two years of audited financial statements and only two years of related Management’s Discussion &<br> Analysis of Financial Condition and Results of Operations in this report on Form 10-K;
●	not<br> being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended,<br> or the Sarbanes-Oxley Act; and
●	reduced<br> disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements.

We have elected to take advantage of certain of the reduced disclosure obligations and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

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HematologicalMalignancies

Hematological malignancies (blood cancers) comprise a variety of lymphomas and leukemias. A very important treatment protocol for these malignancies involves the use of HSCT. Approximately 100,000 of these transplants are performed annually worldwide (table below). Our technology has immediate relevance for, at a minimum, the roughly 40,000 worldwide stem cell transplants that are allogeneic (using cells taken from another individual, not the patient). According to the DelveInsight October 2024 Report, there were over 24,500 stem cell transplants performed in the US in 2023, of which over 10,000 were allogeneic. The EMBT (European Society for Blood and Marrow Transplantation) reports that 47,731 stem cell transplants were performed in Europe in 2023, of which 20,485 were allogeneic.

HSCT often has a curative effect when successful. However, it is very risky. HSCT typically involves destroying the patient’s native immune system with radiation or chemotherapy (myeloablation) before the transplantation, and then suppressing immune response (immunosuppression) with drugs to manage the conflicts between host and donor cells. The majority of patients are unable to find a matched family donor. Over 40% of all adult haploidentical transplant patients in the US suffering from AML (the most common indication for allogeneic HSCT) die within three years of transplantation. Among adult patients receiving allogeneic HSCT, of those who die in the first 100 days post-transplant, 43% die from either infection (associated with a compromised immune system), graft rejection or GvHD (Graft versus Host Disease).

Myeloablation and immunosuppression are dangerous and difficult to tolerate, especially in patients over age 50. Therefore, HSCT has been used mainly with younger patients.

Another very important treatment protocol for blood cancers is CAR-T cell therapy. This novel approach uses the patient’s own immune system cells to directly attack cancer cells. CAR-T cells are made by removing a specific set of cells from the blood, genetically modifying them in order to intensify the immune system’s natural response to cancer, and then re-injecting them into the patient. This form of cellular therapy has produced exceptional near term results in blood cancer patients and is currently being tested against a variety of different cancer types.

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CAR T-cell therapy has been approved by the U.S. Food and Drug Administration as standard therapy for some patients with lymphoma (drug names Yescarta, Kymriah, Tecartus, Bentuxa and Breyanzi), leukemia (drug names Kymriah, Tecartus, Aucatzyl) and multiple myeloma (drug names Abecma and Carvykti).

These approved treatments use the patient’s own cells in order to create CAR-T cells, which involves high cost (can reach close to $500,000 per infusion) and significant safety risks (e.g. high rate of relapse, significant incidence of Cytokine Release Syndrome (CRS)). While a number of companies are attempting to develop allogeneic or “off-the-shelf” CAR-T, they face several challenges including rejection by the host’s immune system and GvHD. The currently approved autologous CAR-T treatments, while showing high early response rates, have not shown long term survival results for blood cancer that exceed those of allogeneic HSCT.

This means that:

a)	many<br> blood cancer patients are not candidates for the primary treatment (HSCT) that represents a potential cure;
b)	there<br> is high mortality among those patients who are candidates for HSCT and do undergo the procedure;
c)	CAR-T<br> cell therapy, which is currently used in limited indications and has had relatively slow adoption, has yet to demonstrate long term<br> survival that substantively exceeds that of HSCT.

There is widespread awareness of the need for improved immune-system management technologies for HSCT – both to improve outcomes of transplantations for the traditional target set of patients and to expand the use of the procedure by making transplantation safe enough to become appropriate for a broader set of patients.

There is also a strong awareness for the need of an off-the-shelf approach to CAR-T that overcomes rejection, avoids GvHD, and has increased persistence so as to deliver longer-term efficacy.

We aspire to use VETO CAR-T, combining Veto Cell technology with allogeneic CAR-T cell therapy, to dramatically improve the outcomes of the allogeneic transplantations already being performed, and thereby to rapidly penetrate the current market. However, our target population greatly exceeds those patients who currently undergo HSCT or CAR-T, as the firm’s tolerizing technology could potentially make allogeneic transplantation and off-the-shelf CAR-T an option for a much larger proportion of the diseased population. The following table shows the incidence of the specific hematological malignancies on which we will focus:

Initial Malignancy Indications<br> <br>(note estimates for North America and EU only)
Lymphoma	299,292	28,305
Leukemia	209,948	16,748
Multiple Myeloma	106,446	21,599
Total	615,686	66,553

Source: National Cancer Institute, World Health Organization, Leukemia & Lymphoma Society, Lymphoma, European Cancer Information System, Coalition Europe, EMBT, HRSA, CIMBTR

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For the purposes of this document, it is assumed that the immediate candidates for Cell Source-enabled HSCT will be the subset of cancer patients that today receive transplantations as part of their cancer treatment (rightmost column in table above). We believe that a portion of these patients will benefit from Veto Cell adjunct therapy, as such therapy aspires to improve the success and reduce the risk and mortality of a procedure that they are having anyway. With time, as Veto Cell treatment becomes more widespread and data is accumulated, we believe that the percentage of patients that will be referred for Veto Cell enabled HSCT will increase significantly.

It is also important to note that incidence of these diseases is increasing. The global market for blood cancer therapeutics was estimated at $80 billion in 2025 and is projected to increase in size to reach $112 billion by 2030 according to The Business Research Company: Blood Cancer Drugs Market Report 2026. The aging of the US population and the increased incidence of hematologic malignancies are expected to significantly increase the number of older patients who receive allogeneic HSCT.

HSCTMarket Trends

There are four important market trends affecting the hematological malignancies market:

1)	As<br> noted above, increasing incidence of these disorders, largely driven by the aging population.
2)	Improvement<br> and proliferation of HSCT treatments.
3)	A<br> “virtuous circle” of lowered death rate due to better transplantations leading to more aggressive focus on HSCT.
4)	The<br> growing use of milder conditioning regimens, which makes the procedure more survivable for older patients (see table below).

However, despite the above increased use of lower intensity conditioning, it is still associated with high risks, accentuating the need for the Cell Source protocol which can attain engraftment while avoiding both viral infections and GvHD.

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The Company addresses risk reduction for these life-saving procedures in a distinctive manner by significantly reducing the need for myeloablative treatment while avoiding the risk of GvHD, thereby improving the outlook for allogeneic transplantations and enabling their use in a much larger population set.

CAR-Tcell therapy

One of the most promising new approaches to treating hematological malignancies is by using genetically modified T cells in treatments such as CAR-T and TCR. CAR-T cell therapy for blood cancers, which has already been approved by the FDA, has shown the ability to attain remissions in a significant proportion of those patients treated. That said, the number of patients treated has been relatively low, in part due to the significant costs associated with this treatment. Since the approved treatment products rely on autologous (patient derived) production of the CAR-T cells, the costs can run into the hundreds of thousands of dollars for a single treatment, with the average cost of the treatment in the first six months exceeding $680,000 in the US. The broader hope for CAR-T cell therapy is for an allogeneic or “off the shelf” version that is expected to significantly lower the treatment costs.

Cell Source completed a preclinical proof-of-concept in collaboration with Professor Zelig Eshhar, recently deceased, the inventor of CAR-T cell technology, combining CAR-T and Veto Cell technology so as to allow for a successful allogeneic approach to CAR-T cell therapy.

RelevantNon-Malignant Diseases

While Hematological malignancies represent the Company’s initial focus, the Company’s selective immune response blocking technology may also be effective in treating certain non-malignant organ diseases as well as blood and immune system disorders. This would represent an additional growth opportunity for the Company.

The target non-malignant diseases are widespread. The Company’s first non-malignant disorder target is expected to be in support of organ transplantations (kidney, liver, etc.). Over 110,000 kidney and approximately 42,000 liver transplants are conducted worldwide each year. As with bone marrow transplantations, organ transplantations require substantial and ongoing immunosuppression to prevent rejection. This ongoing treatment is dangerous, quality-of-life and life expectancy reducing, and costly. The Company’s Veto Cell technology can potentially be used to selectively reduce immune response to the transplanted organ, thus broadening the donor pool and reducing or possibly eliminating the need for daily, life-long immunosuppression post transplantation.

A second target within non-malignant disorders are blood diseases such as sickle cell disease, aplastic anemia, beta thalassemia and scleroderma. Sickle cell anemia, for example, can be effectively treated by HSCT. However, because of HSCT’s riskiness, the procedure is currently used only in extreme cases. If successful in enabling safer HSCT, the Company can make this treatment available to a broader set of sickle cell anemia sufferers. Preclinical data have also shown the potential effectiveness of Veto Cells in preventing the development of Type 1 Diabetes.

MarketAccess and Channels

The market for stem cell transplantation is relatively concentrated. There are over 1,800 transplantation centers worldwide, of which some 900 are in North America and Western Europe.

A relatively small subset of these (often termed “Centers of Excellence”) tends to set the practice standards for the entire transplantation community. Therefore, as discussed in the “Strategy” section, the Company plans to focus its initial penetration strategy on a relatively small group of influential centers. There are over 300 centers in the US today that provide CAR-T cell therapy treatments.

Reimbursement issues for our therapies are expected to be relatively straightforward. Once clinical effectiveness and regulatory approval are established, the value-proposition for payors and providers is expected to be clear and compelling. Issues connected with immunosuppression and rejection constitute a major component of bone marrow transplantation costs, and significant improvement in this area is expected to bring substantive cost-savings for payors.

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SectorFocus

We are in the overall arena of immunotherapy. The global cancer immunotherapy market currently exceeds $250 billion and is expected to grow at a compound annual growth rate of nearly 12% through reaching over $700 billion by 2034, according to Market.US.

Within the immunotherapy field, our initial focus is on allogeneic therapies (treatments using donor derived-as opposed to patient derived-cells), with a focus on haploidentical transplantations (transplantations that use cells from partially matched-as opposed to fully matched-donors and recipients). While potentially valuable, allogeneic therapies are relatively complex, risky, and expensive. A key driver of this complexity and associated costs is the conflict between host and donor immune systems, as discussed above.

Our technology, which in preclinical studies, as well as in a first-in-human proof of concept, has shown the ability to enable tolerance of donor cells without affecting other immune processes, is fundamentally enabling. We expect it to significantly increase the safety, reduce the overall treatment cost, and therefore broaden the scope of indications for such procedures.

The delivery method for Veto Cell treatments would take the form of a non-invasive cell suspension treatment administered intravenously. For HSCT treatments, Veto Cells are derived from stem cells taken from the same donor who is providing the stem cells for the transplantation itself. In the case of VETO CAR-T cell therapy, this will initially be combined with HSCT, but a more generic “off the shelf” modality offering is planned, which would eventually be marketed as a pre-packaged suspension of cells and medium, prepared and stored in advance.

OurValue Drivers

Our current positioning in the cancer immunotherapy value chain is typical of an early clinical stage company: developing, validating and attaining regulatory approvals for the various applications of our technology platforms. Going forward, once the products are commercialized, physician and patient interest in these treatments is expected to drive insurer reimbursement for patients – a key demand lever. The generic value chain for biotechnology development commences with an invention which is formulated, patented and successful in pre-clinical animal trials. We have already passed this stage with our Veto Cell technology platform, for which we have an exclusive license to use from Yeda, the owner of these patents. We are currently at the stage of human trials (testing both safety and efficacy). Finally, the offering earns regulatory approval and patient treatment, along with the ensuing revenues, can commence. This can be a particularly lengthy process in the United States and therefore some medical treatments are approved in Europe or Asia and generate revenues there prior to commencing U.S. sales. Recently expanded “fast track” regulation in the U.S. is aimed at getting critical treatments for life threatening conditions to patients more quickly.

Our successful preclinical validation of the Veto Cell treatment involved basic laboratory research including both in-vivo (live) animal trials and in-vitro (in a glass dish) human cell trials. This validated the protocol prior to commencing human clinical trials. Human clinical trials fine-tune the treatment protocol and confirm both safety and efficacy in treating patents. In parallel, the patents on the core technology go into the national phase in various countries and are amended with claims associated with exact treatment protocols, bolstering the protection afforded by already issued patents on the base technology.

In some cases, successful biotech companies have been able to capitalize on positive human clinical results (even prior to full approval for patient treatment) by either signing lucrative non-dilutive distribution option deals or by being partially or fully acquired by larger market participants. High profile CAR-T acquisitions have included KITE Pharmaceuticals, a CAR-T cell therapy company, which was acquired outright by Gilead Sciences in 2017 for $11.9 billion in cash, prior to having attained FDA approval and prior to commencing any product sales, and Juno Therapeutics, which was acquired by Celgene Corporation in 2018 for approximately $9 billion, also without having FDA approval for its CAR-T cell therapy technology. Multi-billion dollar oncology transactions have continued, including the 2023 acquisition by Pfizer of Seagen $43B, and Abbvie’s $10B acquisition of Immunogen in early 2024, followed by the $4.9B acquisition of Alpine Immune, a clinical stage immunotherapy company by Vertex in May 2024 as well as Genmab’s acquisition of Merus in late 2025. There is no indication or assurance that we are currently under consideration for any option or acquisition deal.

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We are currently conducting a human clinical trial for approval for the Veto Cell based treatments in the United States. We have had positive preclinical results for three of our cell therapy treatments. Yeda, the proprietary owners of the patents underlying our technologies from whom we license our patents, has been granted patents for its original Veto Cell. The revised versions of the Veto Cell are the subject of patent applications which have been granted in some jurisdictions and are pending in others. These newer patent applications both leverage the priority of the already granted patents and extend the protection period for more advanced versions. We are currently engaged in our first human clinical trial. If such trials are successful, they will demonstrate both safety (the patients survived and were not harmed) and initial indications of efficacy (there are signs of successful engraftment under a mild conditioning regimen, with a reduction in GvHD, and in the case of cancer patients prolonging the progression free period).

Scienceand Technology Overview

The patent portfolio that we license from Yeda includes a variety of cell therapy applications. The portfolio includes both granted and pending patents. The total relevant patent portfolio consists of 16 patent “families” (i.e. grouping of similar patent applications in different territorial jurisdictions) which currently include: 68 granted patents; 4 allowed/accepted patents; and a further 68 pending patents. The key terms of the agreement pursuant to which we license all of Yeda’s patents related to our technology is set forth in the section entitled “Intellectual Property” herein. The license period (per product, per country) is for the full life of the patents and expires at the later of the patent expiration date in that country or 15 years after the date that the FDA or local equivalent regulatory authority in each country approves that particular product for sale in that country. Provided that Cell Source either sponsors research or pays either a nominal license fee of $50,000 per year (total for use of all the products), or pays royalties on product sales on at least one product as per the license agreement, the license will remain in effect continuously and expire only with the expiration of the patent or 15 years after regulatory approval (later of the two) per product per country as described above.

Professor Yair Reisner, the inventor of Veto Cell technology, left the Weizmann Institute and relocated to MD Anderson in Houston, Texas. He was awarded a $6 million grant from the Cancer Research and Prevention Institute of Texas. This, coupled with research funding from the University itself, provided him with a total funding commitment of $10 million for five years. Professor Reisner is now the Head of Stem Cell Research at the Department of Stem Cell Transplantation & Cellular Therapy as well as the Reisner Laboratory at MD Anderson.

Cell Source is currently sponsoring ongoing research by Professor Reisner and members of his team, some of whom have also relocated from the Weizmann Institute to MD Anderson, for developing existing and new applications for Veto Cell technology and plans to license any new intellectual property developed there on an exclusive basis, as it does from Yeda. MD Anderson is the largest HSCT center in the United States, performing over 850 transplantations per year. MD Anderson is currently conducting a human clinical trial sponsored by Cell Source for its Anti-Viral Veto Cell. Professor Richard Champlin (who Chairs their Department of Stem Cell Transplantation and Cellular Therapy and is a longtime associate and collaborator of Professor Reisner) serves as Principal Investigator for this trial.

Although Yeda has applied for and been granted various patents related to our technology, a granted patent only provides Yeda, and the Company by virtue of its exclusive license, the right to use the underlying invention. However, in order for our cell therapy and cancer therapy to be legally sold and administered to patients, the FDA or similar regulatory agencies must approve its use. In other words, having a patent provides legal “freedom to operate” for a certain technology, and may provide the ability to prevent others from using the same technology without the patent holder’s permission. However, in order to legally manufacture and distribute products, a company must go through all of the typical approval steps delineated in the “Overview” section above.

The following sections provide an overview of each platform. Further information on the underlying science is available upon written request and the execution of an appropriate nondisclosure agreement.

Our licensed technology portfolio consists of 14 patent families, 73 granted patents, 1 allowed, and 29 pending patent applications. The following table lists the patents and patent applications that Yeda holds and which we have a license to use in each of the below-referenced countries:

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| --- | | Anti Third Party Central Memory T Cells, Methods of | --- | --- | --- | --- | --- | --- | | Country | Patent Number | USA | 9,738,872 | 29-Oct-2009 | 29-Oct-2029 | Granted | Yeda | Europe | 2365823 | 29-Oct-2009 | 29-Oct-2029 | Granted | Yeda | China | ZL200980153053.4 | 29-Oct-2009 | 29-Oct-2029 | Granted | Yeda | Israel | 212587 | 29-Oct-2009 | 29-Oct-2029 | Granted | Yeda | India | 285832 | 29-Oct-2009 | 29-Oct-2029 | Granted | Yeda | Russian Federation | 2506311 | 29-Oct-2009 | 29-Oct-2029 | Use of Anti Third Party Central Memory T Cells for | --- | --- | --- | --- | --- | --- | | Country | Patent Number | USA | 9,421,228 | 08-Sep-2011 | 08-Sep-2031 | Granted | Yeda | Europe | 2613801 | 08-Sep-2011 | 08-Sep-2031 | Granted | Yeda | Canada | 2,810,632 | 08-Sep-2011 | 08-Sep-2031 | Granted | Yeda | China | ZL201180053858.9 | 08-Sep-2011 | 08-Sep-2031 | Granted | Yeda | Israel | 225102 | 08-Sep-2011 | 08-Sep-2031 | Granted | Yeda | Japan | 5,977,238 | 08-Sep-2011 | 08-Sep-2031 | Granted | Yeda | Hong Kong | HK1187528 | 08-Sep-2011 | 08-Sep-2031 | Republic of Korea | 10-1788826 | 08-Sep-2011 | 08-Sep-2031 | Singapore | 188473 | 08-Sep-2011 | 08-Sep-2031 | Granted | Yeda | Mexico | 357746 | 08-Sep-2011 | 08-Sep-2031 | Granted | Yeda Producing Same and Use of Same in Transplantation and Disease Treatment | | | | | | | Filed | Expires | Status | Assignee | Research and Development Co. Ltd. | Research and Development Co. Ltd. | Research and Development Co. Ltd. | Research and Development Co. Ltd. | Research and Development Co. Ltd. | | Granted | Yeda Research and Development Co. Ltd. | Anti-Leukemia/Lymphoma Treatment | | | | | | | Filed | Expires | Status | Assignee | Research and Development Co. Ltd. | Research and Development Co. Ltd. | Research and Development Co. Ltd. | Research and Development Co. Ltd. | Research and Development Co. Ltd. | Research and Development Co. Ltd. | | Granted | Yeda Research and Development Co. Ltd. | | Granted | Yeda Research and Development Co. Ltd. | Research and Development Co. Ltd. | Research and Development Co. Ltd. |

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| --- | | Anti Third Party Central Memory T Cells, Methods of Producing Same and Use of Same in Transplantation and Disease Treatment | | | | | | | --- | --- | --- | --- | --- | --- | | Country | Patent Number | Filed | Expires | Status | Assignee | | USA (Divisional) | 11,324,777 | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | USA (Continuation) | 12,133,866 | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | Europe | 2753351 | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | Canada | 2,848,121 | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | China | ZL201280054739.X | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | Israel | 231397 | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | Australia | 2012305931 | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | New Zealand | 622749 | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | Japan | 6,196,620 | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | Hong Kong | HK1200099 | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | Republic of Korea | 10-2073901 | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | Singapore | 11201400513P | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | Brazil | BR 11 2014 005355 3 | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | Mexico | 351226 | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | South Africa | 2014/01993 | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | India | 375463 | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | Russian Federation | 2636503 | 06-Sep-2012 | 06-Sep-2032 | Granted | Yeda Research and Development Co. Ltd. | | Use of Anti Third Party Central Memory T Cells | | | | | | | --- | --- | --- | --- | --- | --- | | Country | Patent Number | Filed | Expires | Status | Assignee | | Europe | 3322424 | 14-Jul-2016 | 16-Jul-2036 | Granted | Yeda Research and Development Co. Ltd. | | China | CN 108025026 A | 14-Jul-2016 | 16-Jul-2036 | Pending | Yeda Research and Development Co. Ltd. | | Methods Of Transplantation And Disease Treatment | | | | | | | --- | --- | --- | --- | --- | --- | | Country | Patent Number | Filed | Expires | Status | Assignee | | USA | 10,933,124 | 14-Jul-2016 | 14-JuL-2036 | Granted | Yeda Research and Development Co. Ltd. |

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| --- | | Genetically Modified Anti-Third Party Central Memory T Cells and Use of Same in Immunotherapy | | | | | | | --- | --- | --- | --- | --- | --- | | Country | Patent Number | Filed | Expires | Status | Assignee | | USA | 11,179,448 | 14-July-2016 | 16-Jul-2036 | Granted | Yeda Research and Development Co. Ltd. | | USA (Continuation) | 11,844,827 | 14-July-2016 | 16-Jul-2036 | Granted | Yeda Research and Development Co. Ltd. | | USA (Continuation) | 2024-0148845-A1 | 14-July-2016 | 16-Jul-2036 | Granted | Yeda Research and Development Co. Ltd. | | Europe | 3322425 | 14-July-2016 | 16-Jul-2036 | Granted | Yeda Research and Development Co. Ltd. | | Canada | 2,991,690 | 14-July-2016 | 16-Jul-2036 | Allowed | Yeda Research and Development Co. Ltd. | | China | CN 108135938 A | 14-July-2016 | 16-Jul-2036 | Pending | Yeda Research and Development Co. Ltd. | | China (Divisional) | ZL202210206490.5 | 14-July-2016 | 16-Jul-2036 | Granted | Yeda Research and Development Co. Ltd. | | Israel | 256916 | 14-July-2016 | 16-Jul-2036 | Granted | Yeda Research and Development Co. Ltd. | | Australia | 2016291825 | 14-July-2016 | 16-Jul-2036 | Granted | Yeda Research and Development Co. Ltd. | | Japan | 7,057,748 | 14-July-2016 | 16-Jul-2036 | Granted | Yeda Research and Development Co. Ltd. | | Hong Kong | HK1255063 | 14-July-2016 | 16-Jul-2036 | Granted | Yeda Research and Development Co. Ltd. | | Veto Cells Generated from Memory T-Cells | | | | | | | --- | --- | --- | --- | --- | --- | | Country | Patent Number | Filed | Expires | Status | Assignee | | USA | 10,961,504 | 27-Jun-2017 | 27-Jun-2037 | Granted | Yeda Research and Development Co. Ltd. | | USA (Continuation) | 11,773,372 | 27-Jun-2017 | 27-Jun-2037 | Granted | Yeda Research and Development Co. Ltd. | | USA (Continuation) | 2023-0383254-A1 | 27-Jun-2017 | 27-Jun-2037 | Granted | Yeda Research and Development Co. Ltd. | | Europe | 3475414 | 27-Jun-2017 | 27-Jun-2037 | Granted | Yeda Research and Development Co. Ltd. | | Canada | 3,029,001 | 27-Jun-2017 | 27-Jun-2037 | Granted | Yeda Research and Development Co. Ltd. | | China | CN 109661463 A | 27-Jun-2017 | 27-Jun-2037 | Granted | Yeda Research and Development Co. Ltd. | | Israel | 263924 | 27-Jun-2017 | 27-Jun-2037 | Granted | Yeda Research and Development Co. Ltd. | | Australia | 2017289879 | 27-Jun-2017 | 27-Jun-2037 | Granted | Yeda Research and Development Co. Ltd. | | Japan | 7334043 | 27-Jun-2017 | 27-Jun-2037 | Granted | Yeda Research and Development Co. Ltd. | | Hong Kong | 40007502A | 27-Jun-2017 | 27-Jun-2037 | Granted | Yeda Research and Development Co. Ltd. | | Singapore | 11201811563R | 27-Jun-2017 | 27-Jun-2037 | Granted | Yeda Research and Development Co. Ltd. | | Republic of Korea | 10-2444170 | 27-Jun-2017 | 27-Jun-2037 | Granted | Yeda Research and Development Co. Ltd. | | Mexico | 418496 | 27-Jun-2017 | 27-Jun-2037 | Granted | Yeda Research and Development Co. Ltd. | | India | 474458 | 27-Jun-2017 | 27-Jun-2037 | Granted | Yeda Research and Development Co. Ltd. | | Russian Federation | 2779844 | 27-Jun-2017 | 27-Jun-2037 | Granted | Yeda Research and Development Co. Ltd. |

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| --- | | Methods of Transplantation and Disease Treatment | | | | | | | --- | --- | --- | --- | --- | --- | | Country | Patent Number | Filed | Expires | Status | Assignee | | USA | 10,751,368 | 18-Jan-2018 | 18-Jan-2038 | Granted | Yeda Research and Development Co. Ltd. | | Genetically Modified Veto Cells and Use of Same in Immunotherapy | | | | | | | --- | --- | --- | --- | --- | --- | | Country | Patent Number | Filed | Expires | Status | Assignee | | USA | 11,555,178 | 18-Jan-2018 | 18-Jan-2038 | Granted | Yeda Research and Development Co. Ltd. | | Europe | 3571295 | 18-Jan-2018 | 18-Jan-2038 | Granted | Yeda Research and Development Co. Ltd. | | Israel | 268126 | 18-Jan-2018 | 18-Jan-2038 | Granted | Yeda Research and Development Co. Ltd. | | Anti-Viral Central Memory CD8+ Veto Cells in Haploidentical Stem Cell Transplantation | | | | | | | --- | --- | --- | --- | --- | --- | | Country | Patent Number | Filed | Expires | Status | Assignee | | Canada | 3,149,379 | 06-Aug-2020 | 06-Aug-2040 | Pending | Yeda Research and Development Co. Ltd. | | Japan | 2022-506965 | 06-Aug-2020 | 06-Aug-2040 | Pending | Yeda Research and Development Co. Ltd. | | Hong Kong | HK40076176 | 06-Aug-2020 | 06-Aug-2040 | Pending | Yeda Research and Development Co. Ltd. | | Brazil | BR 11 2022 001988 2 | 06-Aug-2020 | 06-Aug-2040 | Pending | Yeda Research and Development Co. Ltd. | | Israel | 290337 | 06-Aug-2020 | 06-Aug-2040 | Pending | Yeda Research and Development Co. Ltd. | | Mexico | MX/a/2022/001578 | 06-Aug-2020 | 06-Aug-2040 | Pending | Yeda Research and Development Co. Ltd. | | USA | 2023-0398214-A1 | 06-Aug-2020 | 06-Aug-2040 | Pending | Yeda Research and Development Co. Ltd. | | Australia | 2020326568 | 06-Aug-2020 | 06-Aug-2040 | Pending | Yeda Research and Development Co. Ltd. | | India | 202227011269 | 06-Aug-2020 | 06-Aug-2040 | Pending | Yeda Research and Development Co. Ltd. | | Europe | 4009991 | 06-Aug-2020 | 06-Aug-2040 | Pending | Yeda Research and Development Co. Ltd. | | China | CN 114466925 A | 06-Aug-2020 | 06-Aug-2040 | Pending | Yeda Research and Development Co. Ltd. | | Russian Federation | 2834894 | 06-Aug-2020 | 06-Aug-2040 | Granted | Yeda Research and Development Co. Ltd. | | Veto CAR-T Cells | | | | | | | --- | --- | --- | --- | --- | --- | | Country | Patent Number | Filed | Expires | Status | Assignee | | USA | 2023-0321235-A1 | 11-Aug-2021 | 11-Aug-2041 | Pending | Yeda Research and Development Co. Ltd. | | Europe | 4196573 | 11-Aug-2021 | 11-Aug-2041 | Pending | Yeda Research and Development Co. Ltd. | | Canada | 3,189,051 | 11-Aug-2021 | 11-Aug-2041 | Pending | Yeda Research and Development Co. Ltd. | | China | CN 116322717 A | 11-Aug-2021 | 11-Aug-2041 | Pending | Yeda Research and Development Co. Ltd. | | Israel | 300470 | 11-Aug-2021 | 11-Aug-2041 | Pending | Yeda Research and Development Co. Ltd. | | Australia | 2021323525 | 11-Aug-2021 | 11-Aug-2041 | Pending | Yeda Research and Development Co. Ltd. | | Japan | 2023-509690 | 11-Aug-2021 | 11-Aug-2041 | Pending | Yeda Research and Development Co. Ltd. | | Hong Kong | HK40096222 | 11-Aug-2021 | 11-Aug-2041 | Pending | Yeda Research and Development Co. Ltd. | | Singapore | 11202300925X | 11-Aug-2021 | 11-Aug-2041 | Pending | Yeda Research and Development Co. Ltd. | | Mexico | MX/a/2023/001771 | 11-Aug-2021 | 11-Aug-2041 | Pending | Yeda Research and Development Co. Ltd. | | India | 202327016034 | 11-Aug-2021 | 11-Aug-2041 | Pending | Yeda Research and Development Co. Ltd. | | Russian Federation | 2023105361 | 11-Aug-2021 | 11-Aug-2041 | Pending | Yeda Research and Development Co. Ltd. | | Brazil | BR 11 2023 002424 2 | 11-Aug-2021 | 11-Aug-2041 | Pending | Yeda Research and Development Co. Ltd. |

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| --- | | Conditioning Protocols for use with Anti-Viral Central Memory CD8+ Veto Cells in Haploidentical Stem Cell Transplantation | | | | | | | --- | --- | --- | --- | --- | --- | | Country | Patent Number | Filed | Expires | Status | Assignee | | China | 63/420,741 | 31-Oct-2023 | 31-Oct-2043 | Pending | Yeda Research and Development Co. Ltd. | | USA | 19/125,746 | 31-Oct-2023 | 31-Oct-2043 | Pending | Yeda Research and Development Co. Ltd. | | Europe | 23885247.9 | 31-Oct-2023 | 31-Oct-2043 | Pending | Yeda Research and Development Co. Ltd. | | A Combination Therapy for a Stable and Long-Term Engraftment | | | | | | | --- | --- | --- | --- | --- | --- | | Country | Patent Number | Filed | Expires | Status | Assignee | | USA | 10,369,172 | 20-Dec-2012 | 20-Dec-2032 | Granted | Yeda Research and Development Co. Ltd. | | USA (Continuation) | 11,497,776 | 20-Dec-2012 | 20-Dec-2032 | Granted | Yeda Research and Development Co. Ltd. | | Israel | 233303 | 20-Dec-2012 | 20-Dec-2032 | Granted | Yeda Research and Development Co. Ltd. | | Republic of Korea | 2109643 | 20-Dec-2012 | 20-Dec-2032 | Granted | Yeda Research and Development Co. Ltd. | | A Combination Therapy for a Stable and Long-Term Engraftment Using Specific Protocols for T/B Cell Depletion | | | | | | | --- | --- | --- | --- | --- | --- | | Country | Patent Number | Filed | Expires | Status | Assignee | | USA | 10,434,121 | 20-Dec-2012 | 20-Dec-2032 | Granted | Yeda Research and Development Co. Ltd. | | USA (Continuation) | 11,504,399 | 20-Dec-2012 | 20-Dec-2032 | Granted | Yeda Research and Development Co. Ltd. | | Israel | 233302 | 20-Dec-2012 | 20-Dec-2032 | Granted | Yeda Research and Development Co. Ltd. | | Japan | 6,313,219 | 20-Dec-2012 | 20-Dec-2032 | Granted | Yeda Research and Development Co. Ltd. | | Mexico | 372502 | 20-Dec-2012 | 20-Dec-2032 | Granted | Yeda Research and Development Co. Ltd. |

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VetoCell Technology Platform

Background

Our Veto Cell technology is a unique immunotherapy platform technology that enables the selective attenuation of the immune system. In other words, pre-clinical studies as well as initial human clinical trial results show that the treatment has the ability to reduce the immune response to selective “threats,” with low risk for adverse side effects.

What makes the Veto Cell approach distinctive is the degree to which it leverages the inherent specificity of the human immune system. The immune system defends the body by creating a specific stream of T-cell clones for each of millions of possible individual threats. A given T-cell will attack only its specific target, ignoring all other threats. Our technology enables the physician to selectively attenuate immune response, thus effectively “switching-off” an individual stream of T-cell clones without affecting other such streams of T-cell clones dispatched by the immune system to attack unwanted incursions.

The technology is based on the discovery that certain T-cells can acquire the property of attracting and proactively neutralizing immune attacks on them.

The technology has achieved distinctive results in animal live trial models. See, e.g., Eran Ophir et al. Murine anti-third party central-memory CD8+ promote hematopoietic chimerism under mild conditioning: lymph-node sequestration and deletion of anti-donor T cells, BLOOD, Feb. 14, 2013, at 1220; Towards off-the-shelf genetically modified T cells: prolonging functional engraftment in Mice by CD8 veto T cells, Leukemia 32, 2018; 1038-1040. Veto cells for safer nonmyeloablative haploidentical HSCT and CAR T cell therapy Seminars in Hematology 56, 2019; 173-182. More recent publications include Correction of T-Cell Repertoire and Autoimmune Diabetes in NOD Mice by Non-myeloablative T-Cell Depleted Allogeneic HSCT, Stem Cells Transl Med 2023 May 15;12(5):281-292, as well ALLOGENEIC VETO-CAR CD8 T CELLS ENABLING PROLONGED GRAFT SURVIVAL, ANTI-TUMOR SPECIFICITY, AND LOW RISK OF GRAFT VERSUS HOST DISEASE presented at the ASH annual meeting in December of 2024. In 2025 online publications included Overcoming NK-mediated rejection by anti-3rd-party central memory veto CD8 T cells through downregulation of DNAM-1 on alloreactive NK cells, Cell Reports 44, 115674, May 27, 2025 and Anti-viral CD8 central memory veto cells as a new platform for CAR T cell therapy, Stem Cells Translational Medicine, 2025, Vol. 14, No. 6.

The main objective of the trial is to achieve engraftment of the T-cell depleted transplant without GvHD by using Veto cells, and to define the optimal Veto cell dose. The initial version of the protocol has been very successful in achieving these primary endpoints in all of the first 10 patients. None of the patients experienced toxicity nor any other adverse outcome associated with the Veto cells. While a subsequently treated patient had initial engraftment, the patient developed secondary graft failure, associated with a viral infection which is known to cause this. Another patient with aplastic anemia, a nonmalignant disorder, achieved successful engraftment, but later developed autoimmune hemolytic anemia, and eventually died; this was not linked to the Veto cells.

Four patients who engrafted subsequently had reduced white blood cell counts, which responded to treatment. Importantly, none of these patients have rejected their transplant. These reduced white blood cell counts are antibody related issues, which are more common after T-cell depleted transplants and haploidentical transplants. Since this protocol uses a reduced intensity preparative regimen to reduce toxicity, there is limited depletion of B-cells. In other settings, the use of Rituximab prior to a T-cell deplete transplant has effectively addressed this issue, without adverse outcomes. The current protocol already includes Rituximab for patients with B-cell blood cell cancers, and we now plan to give Rituximab to all patients going forward. We have structured the balance of the trial to both determine the maximum Veto cell dose tolerance and also to ensure that we can avoid antibody related issues. 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 slated to continue with the existing protocol through a total of 24 patients, before moving on to the next trial phase.

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Assuming that our technology continues to succeed in human clinical trials, we believe that it may have meaningful and potentially broad impact on the field of stem cell transplantation:

1)	Significantly<br> improve outcomes of transplantations by reducing the host (transplant recipient) rejection rate of T-cell depleted stem cells (e.g.<br> from bone marrow) – thus supporting successful engraftment of the transplanted cells, which is the treatment for the blood<br> cancer itself. In order to improve the safety of this cancer treatment, Veto Cell technology has shown in both preclinical studies<br> and initial clinical data that it can markedly reduce both the risk of GvHD and the need for using aggressive amounts of immunosuppression<br> treatments. We have shown in preclinical studies, and are beginning to see in the clinic, the reduction of viral infections that<br> typically threaten patients post transplantation. This safer means of deliver stem cell transplants would significantly reduce the<br> HSCT mortality rate and therefore lead to broader use of this treatment. Furthermore, by adding CAR-T to the HSCT protocol, which<br> we have already done successfully in preclinical studies, we can bridge between the initial transplantation and the conclusion of<br> immune reconstitution, thus providing both short-term and ongoing protection against remission. This has the potential to significantly<br> improve efficacy beyond that of the current outcomes of either CAR-T or HSCT on their own.
2)	Substantively<br> increase the number of transplantations by enabling successful engraftment under lower levels of immune suppression and therefore<br> making the therapy accessible to older and sicker patients (who today may not survive ablation).
3)	Further<br> increase the number of transplantations by making transplantation appropriate for other indications (for which today transplantation<br> would be considered an inappropriately risky treatment). See, e.g. BMT 2021 Correction of Sickle Cell Disease by Allogeneic Hematopoietic<br> Cell Transplantations with Anti-3^rd^ Party Veto Cells, Bone Marrow Transplantation, March 3, 2021.

Significantly improve outcomes of transplantations by reducing the host (transplant recipient) rejection rate of T-cell depleted stem cells (e.g. from bone marrow) – thus supporting successful engraftment of the transplanted cells, which is the treatment for the blood cancer itself. In order to improve the safety of this cancer treatment, Veto Cell technology has shown in both preclinical studies and initial clinical data that it can markedly reduce both the risk of GvHD and the need for using aggressive amounts of immunosuppression treatments. We have shown in preclinical studies, and are beginning to see in the clinic, the reduction of viral infections that typically threaten patients post transplantation. This safer means of deliver stem cell transplants would significantly reduce the HSCT mortality rate and therefore lead to broader use of this treatment. Furthermore, by adding CAR-T to the HSCT protocol, which we have already done successfully in preclinical studies, we can bridge between the initial transplantation and the conclusion of immune reconstitution, thus providing both short-term and ongoing protection against remission. This has the potential to significantly improve efficacy beyond that of the current outcomes of either CAR-T or HSCT on their own.

Substantively increase the number of transplantations by enabling successful engraftment under lower levels of immune suppression and therefore making the therapy accessible to older and sicker patients (who today may not survive ablation).

Further increase the number of transplantations by making transplantation appropriate for other indications (for which today transplantation would be considered an inappropriately risky treatment). See, e.g. BMT 2021 Correction of Sickle Cell Disease by Allogeneic Hematopoietic Cell Transplantations with Anti-3^rd^ Party Veto Cells, Bone Marrow Transplantation, March 3, 2021.

In addition, our Veto Cell technology may possibly play a role in the treatment of a number of additional serious and currently poorly treated non-malignant diseases. Finally, based on preclinical studies using genetically modified cells, we believe that Veto Cells will be able to act as critical enabler for other cell therapies, most notably CAR-T cell therapy, which has recently shown strong initial indications of being effective in the near term in treating blood cancer.

Yeda has been granted two patents that extend the usage of Veto Cell technology as a critical enabler for other cell therapy treatments. One patent application highlights, based on preclinical data, the ability of Veto Cells to accompany other cell therapy treatments and help them overcome rejection and avoid GvHD in an allogeneic treatment setting. The other patent application involves a genetically modified Veto Cell that can have sustained survival in the patient’s body while avoiding rejection and GvHD. A more recent patent application was filed and has since been published which shows data that confirm combining Veto Cells with CAR-T cells, have the potential to make CAR-T cells, which to date have been effective primarily in an autologous (patient’s own cells) setting, succeed in an allogeneic setting. What follows is a description of the significance of these two new patent applications:

-	Gene<br> modified cell therapy is considered to be one of the most promising cancer treatment approaches in decades, with companies like Kite<br> Pharma and JUNO Therapeutics having recently been acquired at multi-billion-dollar valuations after having successfully treated relatively<br> small numbers of patients in clinical trials.
-	While<br> gene modified treatments such as CAR-T have shown remarkable results in cancer treatment trials, their published successes to date<br> have been mostly limited to “autologous” blood cell cancer treatments using the patient’s own cells. There are<br> concerns that this type of “personalized” treatment may not have favorable economics on a large-scale basis.
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-	The<br> ideal, more lucrative commercial path for CAR-T and similar genetically engineered cell therapies is to become allogeneic or off<br> the shelf product with drug-like distribution economics and to treat a broad spectrum of cancers including solid tumors. Allogene<br> Therapeutics, an early-stage clinical company focused on allogeneic CAR-T, has in the past attained a valuation of $6 billion, whereas<br> Legend Biotech valuation has recently reached a valuation of $10 billion and Fate Therapeutics valuation at one point reached the<br> $10B level, underlining the importance of off-the-shelf CAR as a potential cancer treatment. Cell Source licenses Yeda’s patent<br> applications for combining Veto Cells with genetically modified T cells and is currently developing a protocol to bring Veto and<br> CAR-T combined cell therapy to the clinic.
-	In<br> the case of blood cancer treatment, we believe that a VETO CAR-T combined treatment will provide sustained protection for patients<br> in relapse as well as a fundamentally superior approach for those in remission

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Cell Source previously completed a collaboration, through its licensing agreement with Yeda, with Professor Zelig Eshhar, the inventor of CAR-T cells. Professor Eshhar has served as both a scientist at the Weizmann Institute and on the Scientific Advisory Board of KITE Pharma. This collaboration confirmed the strength of combining Veto Cell technology with CAR-T cell therapy. Cell Source is now working towards the introduction of allogeneic VETO CAR-T HSCT combined cell treatment for lymphoma and leukemia and, eventually, off the shelf VETO CAR-T for these and other cancers, including solid tumors.

Furthermore, Yeda holds a granted patent, licensed to Cell Source, and has a pending patent based on more advanced data, for an Anti-Viral Veto Cell. Below is an explanation of the potential for this application:

-	Other<br> than primary disease (typically blood cell cancer) the leading causes of death in allogeneic stem cell transplants are rejection,<br> GvHD (where the donor bone marrow rejects the host or recipient), and infections, which collectively are responsible for 43% of deaths<br> after allogeneic adult donor transplants within the first 100 days post-transplant.
-	It<br> is well established that GvHD can be prevented by T cell depletion of the bone marrow transplant. However, this procedure is also<br> associated with an increased rate of graft rejection. Preclinical studies and initial clinical results show that this problem can<br> be overcome by adding Veto Cells to the bone marrow transplant, as well as allowing for a reduced intensity conditioning (RIC) regimen.<br> However, viruses such as CMV and EBV remain a major threat to patients post-transplant.
-	Cell<br> Source has developed a next generation Veto Cell that not only facilitates mismatched transplants but also protects the transplant<br> recipient against these common viruses. During the initial period after a stem cell transplantation the patient’s body undergoes<br> an immune system reconstitution period. While the “new” immune system is building up, the patient is particularly vulnerable<br> to viral infections, which develop in over 90% of bone marrow transplant recipients during the first 100 days post transplantation.<br> Veto cells can fend off CMV and similar viral infection until such time as the patient’s own immune system reconstitutes to<br> the point that it can fight off the infection on its own.
-	Combining<br> GvHD prevention by using T cell depleted transplants with anti-rejection action, under a mild conditioning regimen, as well as virus<br> prevention, Veto Cell could potentially significantly increase survival rates post-transplant. Further adding the short-term cancer<br> killing of CAR-T can combine to deliver even better long-term survival outcomes.
-	Based<br> on preclinical data, and as partially demonstrated in the case of a patient in the current trial, Veto Cells can also be used to<br> facilitate organ transplants (e.g. kidney transplant combined with a bone marrow transplant) with partially mismatched donors and<br> either reduce or eliminate the need for lifelong daily anti-rejection treatment currently given to even fully matched donor organ<br> recipients. Among the data presented at the ASH annual meeting in late 2022, was the following: “One patient with a prior kidney<br> transplant from the same donor had immunosuppressive therapy stopped without kidney rejection. This approach deserves further study<br> in allogeneic HSCT for malignant and nonmalignant hematologic diseases, as well as enhancement of tolerance for organ transplantation.”

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Mechanism

Our Veto Cell is a CD8 central memory anti-3^rd^ party T-cell that has five critical properties:

1)	It<br> has an outer surface coating that triggers attack by specific host T-cells (and only those specific T-cells).
2)	It<br> can annihilate an attacking T-cell without itself being damaged (specifically, it exposes or releases a death-signaling molecule<br> when an attacking T-cell binds to it).
3)	It<br> has been oriented to attack cells of a simulated third party (i.e., neither host nor donor), or a set of viral peptides, and thus<br> exhibits markedly reduced risk of GvHD or graft rejection.
4)	It<br> is long-lived and endures in the body for extended periods.
5)	It<br> migrates to the thymus and lymph nodes.

The outcome is that when a large number of these cells are introduced into the body, they effectively eliminate the T-cell clones that the immune system dispatches to attack the desirable, transplanted stem cells.

Thus, for example, if a population of Veto Cells is derived from a donor, they will express the same peptide as do the donor’s cells. Therefore, the specific stream of host T-cells that would ordinarily attack the donor stem cells, are instead directed to “decoy” Veto Cells and disabled before they reach the transplantation.

Described in a Blood editorial as a “substantial advance in Cell Therapy,” a notable characteristic of our Veto Cell is that this mechanism is quite specific. Only those specific T-cell clones that were generated to attack cells from this specific donor are disabled. The rest of the immune system essentially remains intact. The conclusion of the ASH abstract for December 2022 states: “our data demonstrate reliable engraftment of haploidentical TCD (T Cell Depleted) HSCT combined with anti-viral CM (Central Memory) Veto CD8 T cells following a well-tolerated reduced intensity conditioning and show low rates of GVHD in the absence of immunosuppression (post transplantation).”I

This is in marked contrast with conventional T cell depleted immunosuppression which degrades the entire immune system and is therefore associated with severe risk of infection and, in the case of stem cell transplantations, high mortality. It is also fundamentally superior to current T cell replete approaches, which, while attaining engraftment, are characterized by a marked incidence of GvHD, which can be debilitating, chronic, and sometimes even fatal.

This effect is long-lived. Firstly, the Veto Cells themselves are long-lived memory cells. Secondly, when infused with stem cells the latter migrate to the thymus where, over time, they create a new “identity” in the host and initiate chimerism where the host and donor cells peacefully co-exist. This chimerism has the effect of “educating” new T-cells being generated by the thymus to tolerate donor cells and this tolerance can become permanent. Furthermore, by inducing permanent tolerance to donor cells, Veto Cells may be able to enable both acceptance (i.e. mitigate both host rejection and GvH (graft) rejection) and thus persistence (i.e. extended survival resulting in enhanced efficacy) of important cell therapy treatments such as CAR-T cells, TCRs and NK cells in treating both blood cell and solid tumor cancers. Beyond this, Veto Cells are also effective not only in neutralizing host anti-donor rejecting cells, but also in the prevention of viruses such as EBV and CMV that are a common cause of post-transplantation morbidity and mortality.

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TargetIndications

Our Veto Cell technology, an intravenously administered cell suspension, if successful, could initially be used in stem cell (e.g. bone marrow) transplantations and other treatments associated with malignant disorders (i.e., cancers). Veto Cell technology may also be applied to selected non-malignant conditions. The following sections provide a brief overview of the use of the Veto Cell technology in both of these scenarios.

i. Stem Cell Transplantation

In order to describe the effect of Veto Cells in transplantation, it is helpful to first briefly review the state of the art:

In a conventional stem cell transplant, the recipient first receives myeloablative conditioning – powerful chemotherapy and/or radiation therapy intended to destroy his/her own bone marrow cells. This has a threefold purpose:

1)	It<br> destroys the host T-cells so they will not attack (reject) the donor bone marrow cells.
2)	It<br> makes space in the host bone marrow for the new donor cells.
3)	It<br> destroys diseased host blood cells so that they do not proliferate and cause relapse following the procedure.

In practice however, there are three major problems:

●	Host<br> rejection – the myeloablative conditioning does not destroy all of the host T-cells. Those that remain may aggressively attack<br> the donor bone marrow cells before they can engraft.
●	GvHD<br> – the transplanted cells include donor T-cells which recognize the host’s body as foreign and attack it.
●	Infections<br> are a common complication from HSCT and result in 28% of early patients’ deaths in haploidentical transplants of adult patients<br> in the US.

Rejection, GvHD and viral infections are all potentially life-threatening complications in and of themselves and lead to the use of dangerous and costly immunosuppression medications.

ii. Veto Cell in Transplantation

The Veto Cell technology addresses not only rejection but also GvHD and infections. In a transplantation scenario, a population of donor Veto Cells is created to “escort” the stem cells when they are transplanted. This population is created by identifying donor cells with Veto Cell properties, exposing them to simulated 3^rd^ party cells (e.g., selecting only those that react to a third person and therefore by definition will not react to either host or donor) or to viral peptides, and expanding their population in the lab.

The Veto Cells are then introduced into the host following the transplantation of the stem cells. The host mounts its normal immune response to the donor cells by generating a population of T-cell clones that will bind to any cells expressing markers from this specific donor. In a conventional transplantation, these T-cells would bind to and destroy donor stem-cells thus causing rejection of the transplant.

However, when the transplantation treatment involves a large number of Veto Cells, this rejection mechanism is “ambushed.” Since the Veto Cells express the same donor markers as the stem cells, the host T-cell clones will attempt to bind to the donor-derived Veto Cells as noted above, which act as decoys by attracting and then counterattacking and killing the clones before they ever reach the stem cell transplantation. These same Veto Cells concurrently attack viruses such as CMV and EBV which are a common source of infections that threaten HSCT patients. Based on additional preclinical data, in June of 2016 Yeda filed a U.S. provisional patent application, which has since been granted, and in 2019 a further patent application based on additional data, also licensed by Cell Source, which show the ability of Veto Cells to be directed against these types of viruses that typically cause infections in bone marrow transplant patients. This additional functionality, when combined with attacking host anti-donor rejecting cells, may even further enhance survival rates for patients.

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iii. VETO CAR-T combined therapy

HSCT are well known to be an effective treatment for hematological malignancies. Making these treatments safer and more accessible by reducing the need for harmful immune suppression, avoiding GvHD and fending off common post-transplantation viruses are expected to facilitate, through successful Veto Cell treatments, a broader and more successful use of HSCT for not only the most severe cases, but also for older or weaker patients who are not capable of tolerating high intensity conditioning (high levels of radiation and chemotherapy). This is expected to significantly increase the number of patients who can receive successful cancer treatments that require allogeneic HSCT.

CAR-T cell therapy has shown strong cancer killing efficacy in the near term, mainly in an autologous setting. Longer term efficacy to date has been significantly lower, and to date there has been little success in establishing a successful approach to allogeneic CAR-T therapy. Having worked with Zelig Eshhar, the inventor of CAR-T therapy, to combine the CAR-T cell and the Veto Cell in to single cell which both directly attacks cancer cells and facilitates T cell depleted HSCT under RIC, Cell Source is now working to combine Veto Cell powered HSCT with CAR-T cell therapy for blood cell cancers into a single treatment, thus providing a comprehensive end-to-end solution which addresses both short-term cancer killing (via CAR-T) and long term relapse prevention (through a more safely delivered reconstituted immune system).

iv. Enabling Third Party Cell Therapies

Based on preclinical studies using genetically modified cells, in July of 2015 Yeda filed two U.S. provisional patent applications, both of which have since been granted, which are also licensed exclusively by Cell Source on a worldwide basis. These patent applications show the ability of Veto Cells to enhance the performance of cell therapy treatments involving genetically modified receptors. When combined with CAR-T or TCR cell therapy for example, these would potentially greatly enhance the ability of these treatments to be used in an allogeneic or “off the shelf” setting, and also increase their efficacy by avoiding both rejection and GvHD, thus increasing their persistence (survival in the patient’s body). A new patent, based on the Cell Source collaboration with Dr. Zelig Eshhar, the inventor of CAR-T technology, showing the effectiveness of Veto Cells combined with CAR-T cell therapy, was filed by Yeda, under license to Cell Source, in 2020.

This combined VETO CAR-T or similar treatment (e.g. combining Veto with NK cells, or other types of cancer treatments) is expected to result in broadly applicable effective treatments for both blood cell cancers and, eventually, a variety of solid tumor cancers as well.

v. In Non-Malignant Diseases

There are two major categories of non-malignant disorders that the Veto Cell technology aspires to address: organ transplantation and non-malignant hematological disorders.

In the case of organ transplantations and congenital non-malignant hematological disorders, the goal of the Veto Cells is to enable transplantation (stem cell or organ) by reducing host/donor immune system conflicts. This could potentially allow for mismatched (partial vs. full identity match between donor and host) kidney transplants, for example, and obviate the need for lifelong daily anti-rejection medication which is the current standard of care. Such an outcome could improve quality of life, reduce cost of care and significantly increase life expectancy for a broader audience of prospective transplant recipients.

In the case of congenital non-malignant diseases such as sickle cell disease and aplastic anemia, the body’s bone marrow produces “flawed” cells. An effective treatment is HSCT which replaces the flawed host bone marrow with healthy donor cells. These cells then produce healthy blood cells, basically curing the anemia. As noted elsewhere however, today HSCT is a risky procedure because of the graft/host immune conflicts. It is therefore used infrequently to treat sickle cell disease. The Veto Cell tolerizing technology would increase the target population for this treatment by significantly reducing these conflicts and by extension the procedure’s risk. Yeda has filed patent applications, licensed to Cell Source, based on preclinical data that show Veto Cells’ effectiveness in reversing Sickle Cell Disease and their use in the treatment of T-cell mediated auto immune diseases such as preventing the development of Type 1 Diabetes.

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DevelopmentStatus

The Veto Cell platform has been extensively tested by in vitro studies (on both human and mouse disease) and confirmed in animal trials. The results appear to be consistently effective.

1. Inducing chimerism:

The following images show some example data from the Veto Cell animal studies. Skin of black mice has been grafted onto the backs of white mice. The data show that T-cells from host and donor mice are fully coexisting in the treatment group using the Veto Cells (“chimerism”).

2. Successful bone marrow transplantation under reduced levels of immune suppression:

The anti-rejection effect in the data below shows mice with lymphoma treated with Veto Cell therapy.

The control group mice (left side) all die by day 27. By contrast, the Veto Cell treatment group (right side) show far better results.

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3. Effective cancer killing while avoiding rejection in allogeneic CAR-T when combined with Veto Cells:

The cancer killing in the data below shows mice with leukemia treated with CAR-T Veto Cells:

The control group mice (left side) all have extensive tumors whereas the Veto Cell treatment group (right side) show far better results. Right side exhibit shows lymphoma killing any Veto transduced cells in vitro.

Administration

We envision that Veto Cell therapy will be administered in an in-patient setting, typically as part of the existing procedures involved with stem cell transplantations. Blood will be taken from the donor. The blood will be sent to a regional Company center where the Veto Cells will be developed and expanded – a process that lasts up to two weeks. The Veto Cells will then be sent to the transplantation center where they will be infused to the patient intravenously along with the transplantation.

PatentStatus

Cell Source’s CD8 TcM (central memory T-cells) Veto Cell, are protected by granted patents in the US, Mexico, Europe, China, Japan, Hong Kong, Korea, Singapore, Israel, India and the Russian Federation as well as Canada, Australia, New Zealand and South Africa. More recent patent applications, including those for the Genetically Modified Veto Cell and the Anti-Viral Veto Cell have been granted in the US and are in the national phase in a broad set of jurisdictions.

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DevelopmentRoadmap

The Veto Cell platform roadmap comprises two main programs as outlined in the table below. The specific clinical trials planned for each are detailed in the Clinical Trials section of this document.

Offering	Objective	Major Activities	Estimated timing
VETO CAR-T (with and without HSCT)	Validate<br> and introduce new commercial treatment to deliver safer and more successful haploidentical HSCT combined with CAR-T cell therapy	1.<br> Establish initial safety and efficacy for Anti-viral Veto Cell, then augment existing trial protocol with CAR-T	●	2026
		2.<br> Commence multi-center registration study	●	2027-2028
		3.<br> Introduce approved product to high profile US HSCT centers	●	2029-2030
Veto Cell Organ Transplantation	Validate<br> efficacy of Veto Cells in attaining engraftment and reducing need for ongoing post-transplant anti-rejection treatment for haploidentical<br> kidney transplants	1.<br> Finalize treatment<br><br> <br>protocol<br> and commence<br><br> <br>Phase<br> 1/2 study	●	2026-2027
		2.<br> Show sustained tolerance post-transplant without need for daily anti-rejection therapy	●	2028-2029

Productsand Services

Currently, we do not have any products, and there is no assurance that we will be able to develop any products.

The following products are currently planned:

1.	VETO CAR-T HSCT cell therapy for donor mismatched allogeneic stem cell transplantations for treatment of blood cancer.

This is our flagship (as an initial platform for increasing transplantation success) and is focused on haploidentical allogeneic stem cell transplantations. Treatment will comprise infusion of VETO CAR-T cells derived from the donor and processed in a Company (or subcontracted) facility that will be accessible to the transplantation center at the time of transplantation.

2.	Veto Cell based haploidentical organ transplantation initially for kidney and then also for liver transplants.

This therapy will involve a partially mismatched donor organ transplant followed by an Anti-Viral Veto powered HSCT using stem cells derived from the same donor.

3.	Off the shelf VETO CAR-T cell therapy.

This treatment would be using Veto Cells to increase persistence and hence efficacy of CAR-T cell therapy, without the use of HSCT, for blood cancers and eventually solid tumors as well.

4.	Veto Cell tolerance therapy for non-malignant disorders.

This is the application of Veto Cell technology to the treatment of non-malignant (i.e., non-cancerous) diseases, as discussed in the Technology section. Target indications for Veto Cell therapy for nonmalignant disorders are likely to be: tolerizing therapy for allogeneic transplantations for sickle cell anemia, aplastic anemia, etc. (by using stem cell transplantations as referenced in no. 2 above) and tolerizing therapy for a broader range of congenital immune system related disorders, possibly including preventing the development of Type 1 Diabetes in Diabetes prone or early onset Diabetes patients.

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OurOverall Development Status and Future Development Program

Prior to commercializing its products, the Company must conduct human clinical trials and obtain FDA approval and/or approvals from comparable foreign regulatory authorities.

Generally speaking, as a preclinical biotechnology firm, Cell Source needs to go through several necessary steps in order to commercialize its products and commence revenue generation. These steps are per product, but can run in parallel for multiple products, which are each in different stages of the development “pipeline”, so that, for example, when a certain product is already in a human clinical trial, another product may still be in preclinical development and a third may be awaiting regulatory approval to commence human trials. These can also take place in parallel, and varied stages, for the same product in different geographic jurisdictions. The typical steps per product (and range of time frame for each) are:

1)	Complete<br> development of human treatment protocol (2-5 years)
2)	Apply<br> for and receive approval to commence human trials (9-18 months)
3)	Recruit<br> patients (1-6 months)
4)	Conduct<br> Phase 1 trials showing safety of product (1-2 years)
5)	Apply<br> for and receive approval to conduct trials showing product efficacy (6-12 months)
6)	Data<br> collecting and analysis (6-12 months)
7)	Conduct<br> Phase 2 efficacy trials (2-3 years)
8)	Data<br> collecting and analysis (6-12 months)
9)	Apply<br> for and receive approval to conduct trials showing efficacy in larger numbers of patients (6-12 months)
10)	Conduct<br> Phase 3 efficacy trials with larger numbers of patients (2-4 years)
11)	Data<br> collecting and analysis (6-12 months)
12)	Apply<br> for and receive approval for production scale manufacturing facilities (6-12 months)
13)	Contract<br> third party or establish own production facilities (6-30 months)
14)	Contract<br> third party or establish own distribution platform (6-18 months)
15)	Commence<br> manufacturing and distribution (6-12 months)

Notably, steps 12-15 can be conducted in parallel with some of the steps above. In the case of Cell Source and other firms that treat terminal patients with either rare diseases or those for which there is currently no effective treatment, or where preclinical studies indicate a reasonable expectation to increase life expectancy and survival rates by a substantive margin, several of these steps can be combined and or shortened, subject to regulatory discretion. For example, Phase 1 and 2 (safety and efficacy) can be combined in a single concurrent step; approvals for subsequent steps can be accelerated; in some countries patients can already be treated commercially after the end of Phase 2, foregoing the requirement for Phase 3 data prior to commencing commercial treatments.

The specific detailed next steps the company must take to get the treatments or products to market include the following:

In the case of the Megadose Drug Combination, the Hematology and Bone Marrow Transplantation Unit of the University of Parma in Italy on May 14, 2014 requested and on October 23, 2014 obtained approval from the Italian Medicine Association (the Italian equivalent of the U.S. FDA) to conduct human clinical trials using the “Megadose + Drug Combination.” While we are not mentioned in the application nor in the approval, we may indirectly benefit from the outcome of the trial, if successful, although we are not the sponsor of this trial. There are no written or verbal agreements between the hospital and Cell Source regarding the use of the technology. That said, Cell Source is aware and in favor of the hospital’s plans to use the technology and would of course find a positive initial outcome encouraging. Since the treatment is being done on compassionate grounds as a non-commercial clinical trial, there is no legal requirement for the hospital to obtain approval to use the treatment protocol. The hospital successfully treated the first cancer patient using the Megadose Drug Combination technology that Cell Source exclusively licenses from Yeda. The patient who was suffering from late-stage multiple myeloma, was released from hospital within a month of being treated and has since been cancer free for over seven years, with no GvHD, as initially reported in Blood Advances, vol. 1 no. 24 2166-2175 which was published online October 27, 2017.

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While Cell Source was not a sponsor of the trial, the results provide a positive initial indication with respect to the technology. The patient received a bone marrow transplantation from a haploidentical or “mismatched” donor under a RIC regimen (i.e., a relatively low level of immune suppression treatment). There was successful initial engraftment of the transplantation in the absence of GvHD.

In November 2018, we executed a sponsored research agreement with MD Anderson, which was amended in December 2020 and in October 2021. The Company engaged MD Anderson to perform research services in the amount of approximately $1,500,000 from January 1, 2019 to December 31, 2021 (approximately $500,000 each year for three years). The agreement was amended in December 2020 in order to increase the research budget for the year ending December 31, 2021 from approximately $500,000 to $800,000. In November 2022, the agreement was amended to extend the agreement by one year to November 27, 2023 and define the budget during such one-year period to be approximately $1,300,000. The agreement was subsequently amended by an initial three month extension through February 28, 2025, and then again amended through March 31, 2026.

In February 2019, we executed a second agreement with MD Anderson for the production of Veto Cells and the conducting of a Phase ½ FDA trial for the Anti-Rejection, Anti-Viral Veto Cell. The treatment protocol was submitted to the FDA by MD Anderson in February of 2019. Cell Source has conducted Veto Cell production development in cooperation with the Medical Center at the Julius Maximilian University of Würzburg in Germany.

For the Anti-Viral Veto Cell product candidate, MD Anderson is currently conducting a Phase 1/2 human clinical trial, sponsored by Cell Source. The trial has successfully completed the four three treatment cohorts, with 12 patients each receiving a haploidentical HSCT under reduced intensity conditioning with Veto Cells. This first in human dose optimization trial has thus far shown that the initial dose is in fact the optimal dose, as all nine patients had successful stem cell engraftment after 42 days, in the absence of severe GvHD. Cell Source then continued the trial with a higher dose level. Cell Source anticipates that the US Phase 1/2 trial, once augmented with CAR-T cancer killing capability in the anticipated VETO CAR-T cell HSTC combined therapy, will last through 2026 or 2027. This would be followed by completion of a Phase 2 trial and Phase 3 trial, which could each last another 2-3 years. While under a fast track FDA program such as RMAT initial marketing approval could potentially be attained after a Phase 2 registration study as early as in 2028 or 2029, full approval, if successful, may not be attained until 2028 or later. Cell Source has concluded an initial proof-of-concept collaboration with Professor Zelig Eshhar, the inventor of CAR-T cell therapy, with respect to combining CAR-T cell therapy with Veto Cells. This is expected to lead to the augmentation of the existing Veto Cell treatment protocol at MD Anderson to include VETO CAR-T cells in 2025 or 2026, which may lead to fast track approval by 2028 or 2029 but may last until 2029 or 2030.

As referenced above, it is possible that Cell Source treatments could qualify for any or all of Fast Track, Breakthrough Therapy, Accelerated Approval, RMAT or Priority Review designation under the FDA, which would hasten their approval if successful. The estimated costs for each step of development, in terms of clinical trials, are delineated below:

Cell Source estimates the cost of clinical trials alone to be at least $5 million over the coming two years and overall company financing requirements of at least $50 million in order to reach commercialization for the Veto Cell products. This would mean that Cell Source will need to secure one or more significant capital infusions in order to reach the point that meaningful revenues could be generated.

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The following table summarizes the development plan through 2031:

Competition

In the area of allogeneic HSCT and related GvHD and virus management, our competitors include: the so-called “Baltimore” protocol, which employs a T-cell replete approach under RIC; companies who which have been focused on reducing GvHD in a T-cell depleted setting, with high intensity conditioning (e.g. Orca, Bristol Myers Squibb, Merck (OncoImmune), Takeda); companies working to treat GvHD after it occurs (e.g. Abbvie, Incyte and Kadmon (now part of Sanofi)); and finally cell therapy companies developing anti-viral treatments (e.g. Atara, Allovir). In the area of CAR-T cell therapy, our competitors include allogeneic CAR-T companies (e.g. Allogene, Legend, Fate) and autologous CAR-T focused players (e.g. Novartis, Gilead (KITE), BMS/Celgene (JUNO)).

Haploidentical HSCT is gaining popularity in the US, outflanking UCB (umbilical cord blood) and growing more quickly than MUD (matched unrelated donor) based transplants. In the US, the majority of haploidentical HSCT are performed under RIC, mostly using T- cell replete transplants with post-transplant cyclophosphamide treatment. While this “Baltimore” RIC approach has gained popularity (mainly due to safety reasons) – as a T-cell replete approach it carries the risk of marked GvHD. Although some T-cell depleted approaches have shown reductions in GvHD, they face significant safety issues due to their aggressive use of immune suppression. Similarly, while currently approved CAR-T therapy for blood cancer has shown compelling short-term efficacy, the initial longer term data have shown a marked drop off in overall survival rates. Cell Source’s distinctive combination of a T-cell depleted HSCT withRIC, complemented by anti-viral activity and, eventually, enhanced by CAR-T short-term cancer killing, aims to provide the “best of both worlds” with safer, more effective HSTC leading to a reconstituted immune system, supported by “bridging” CAR-T remission induction and relapse prevention during the immune reconstitution period.

Many of our competitors have significantly greater financial resources and expertise in research and development, manufacturing, pre-clinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved products than we do. Earlier stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. While our commercial opportunities may be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, have fewer side effects or are less expensive than our own products, we believe that if our human trials show efficacy at the same levels of our animal trials, we would have the potential to develop at least a niche market share. Also, a number of large US cancer centers such as Johns Hopkins in Baltimore, Fred Hutchinson in Seattle, City of Hope in Duarte, CA and Dana Farber in Boston are conducting clinical trials and providing treatments on a compassionate care basis that can be funded on a not for profit basis and provide competition to Cell Source.

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We expect that our ability to compete effectively will depend upon our capacity to:

●	successfully<br> complete adequate and well-controlled clinical trials that demonstrate statistically significant safety and efficacy and to obtain<br> all requisite regulatory approvals in a timely and cost-effective manner;
●	effectively<br> use patents and possibly exclusive partnership agreements with important third-party treatment providers and collaboration partners<br> to maintain a stable competitive stance for our Technology;
●	attract<br> and retain appropriate clinical and commercial personnel and service providers; and
●	establish<br> adequate distribution relationships for our products.

Failure in efficiently developing and executing these capabilities may have an adverse effect on our business, financial condition or results of operations.

StrategyOverview

Our strategy is based on two underlying drivers: (a) that both preclinical and clinical data show Veto Cell technology to be consistently effective and have significant advantages over competitors; and (b) that the lead indications (the most common blood cancers) are relatively common, have high mortality and have limited treatment options today.

Based on the foregoing drivers, we have developed a business plan with the objective of obtaining regulatory approvals and subsequently launching product sales with a focus on the United States, Europe and Asia.

KeyStrategy Elements

We are pursuing a staged entry strategy. The first several years will be narrowly focused, both in terms of market segments (blood cancer, kidney disease) and products (VETO CAR-T and VETO Organ Transplants).

Subsequently, we plan to broaden the segmentation strategy to include stand-alone cancer treatments without HSCT (e.g. for solid tumors) and additional HSCT indications (e.g. selected genetic non-malignant diseases).

Our strategy can be summarized as follows:

Strategy Element	Introductory period<br><br> <br>(years 1 -3 post FDA approval)	Years 4+
Market<br> Segments	●<br> Lymphoma and leukemia<br><br> <br>●<br> Multiple myeloma<br><br> <br>●<br> Kidney disease	●<br> Same as before plus solid tumor cancer targets, liver failure, sickle cell disease, beta<br> thalassemia, diabetes and<br> other non-malignant hematological disorders;
Product<br> Rollout	●<br> VETO CAR-T (with or without HSCT) for B-cell malignancies<br><br> <br>●<br> Veto Cell Kidney transplants	●<br> VETO CAR-T for solid tumors<br><br> <br>●<br> Veto Cell liver transplants<br><br> <br>●<br> Veto HSCT for non-malignant disorders
Customer/<br> Geographic Focus	●<br> United States<br><br> <br>●<br> Western Europe<br><br> <br>●<br> China	●<br> Major markets worldwide
Channels/Go<br> to Market	●<br> Direct relationships with leading transplantation centers<br><br> <br>●<br> Partnerships with global pharma players	●<br> Out-licensing to, or outright acquisition by, global pharma<br> players
Pricing	●<br> Consistent with other cell therapy offerings currently associated with<br> transplantations and immuno-oncology	●<br> Potentially higher volume, lower cost for “off the shelf” Offerings
Operations	●<br> Three production centers:<br><br> <br>-<br> US<br><br> <br>-<br> Western Europe<br><br> <br>-<br> Far East<br><br> <br>●<br> Initial capacity leased from or situated adjacent to major transplantation<br> center.	●<br> Regional production centers owned outright or JV with Partners

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SegmentSelection

Within the general market for immune therapies, we have selected target market segments (i.e., medical conditions) for initial focus based on two (2) key criteria:

1)	Severity<br> of unmet medical need: degree of severity of the indication and the effectiveness of existing treatments. These criteria help determine<br> the proper regulatory pathway.
2)	Technology<br> relevance: relative value of the ability to manage immune response to the treatment of a given indication.

We will initially focus on indications that score highly with respect to both criteria (e.g., blood cancers, kidney failure). These conditions may qualify for Fast Track status with the FDA, and, due to the cost and relative efficacy of current treatment alternatives, could potentially support profitable price points for effective new treatments.

ProductRollout

Cell Source plans to seek approval initially in the US and Europe and, in parallel but with a delayed start, in China and possibly Japan. A successful first-in-human Phase 1/2 trial in the US, which could be concluded by 2026, would serve as a strong foundation for trials in other countries. Limited sales on a “compassionate grounds” basis may, depending on qualification for Breakthrough Therapy or other Accelerated Approval designation, commence as early as 2028 or 2029. Full approval by the FDA in the U.S. can take as long as 8 years end-to-end, or until 2030.

Future products may include VETO CAR-T HSCT combined cell therapy for allogeneic stem cell transplantations as well as Veto Cell based organ transplantation. Following the initial market penetration and establishment of solid market positioning, we plan to broaden the product offering to address a wider variety of indications which may include custom Veto Cell developments for specific collaborations with other cell therapy treatments. For example, we believe that one area in which we could broaden our product offerings is to utilize our Veto Cell technology, if successful in humans, to address the rejection problems being faced by companies developing NK, TCR and blood cancer treatment, as an enabler for these treatments to help them overcome some of the rejection and persistence related performance issues their technology currently seems to be facing. If our Veto Cell technology proves to be successful in humans, we plan to continue to explore such potential applications in the future.

Customer/GeographicFocus

Assuming positive clinical trials, we will initially focus our sales efforts of Veto Cell anti-rejection therapy on centers dealing with late-stage B-cell malignancies. High profile, high volume HSCT facilities can be targeted to market this treatment.

Current plans are to introduce the products first in North America and Western Europe, and, perhaps concurrently, in China. Focusing on key transplantation facilities in target geographic markets will allow us to both refine the administration of our products and bolster our reputation in both these and a broader set of geographic markets.

After the introductory period, we plan to expand activities in these initial markets while simultaneously broadening geographic coverage. In Stage 2, we plan to initiate active marketing efforts in the remaining North American and Western European countries, Japan, Australia, and possibly Russia and India.

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MarketingStrategy

The initial target market is concentrated and networked. It comprises the approximately 100 leading transplantation centers in the target geographies. As discussed in the “Market Access” and “Channels” section, these centers are well connected to each other and tend to quickly share innovations and best practices.

The planned penetration strategy is to introduce Veto Cell into the best-known and most influential centers in North America and Western Europe, and benefit from the exposure and industry leadership provided by these centers.

This initial penetration strategy includes incorporating some of these centers into clinical trials so as to expose and involve their medical leadership.

In the longer term, we plan to drive use and awareness within and across the broader oncology community in order to encourage oncologists to refer their patients to centers that already use our products and therapies and to encourage pull-influence on additional centers to adopt our products and therapies.

The broader provider community will be addressed both through a presence in leading peer-reviewed publications and by attending conferences where research and best clinical practices are shared, seminars are conducted, and networking opportunities are provided for the physicians. Furthermore, a dedicated sales force will approach leading bone marrow transplant physicians in the United States, as well as other key points of contact at the leading HSCT centers in the US as referenced above.

OperatingStrategy

Veto Cell doses are to be prepared by Cell Source facilities or qualified production partners. This is to both protect trade secrets and directly control quality during the initial stages.

The graphic below outlines the general operating model in each geographic market.

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Patient care facilities send frozen cells to a Cell Source processing center. Most likely, the first processing center will likely consist of production capacity leased from our service providers situated adjacent to a large transplantation center, such as MD Anderson in Texas. Such a transplantation center has appropriate equipment and infrastructure, along with available production capacity, and will also represent an immediate market for our offerings for use in their own procedures. The Cell Source processing center processes the cells and sends the treated cells and appropriate protocols back to the caregiver for infusion at time of transplantation.

In the introductory post regulatory approval phase, we plan on establishing one center in the U.S., one in Western Europe (most likely Germany), and one in the Far East. Specific locations and timing are to be determined. Initially, we plan to outsource production capacity from existing facilities operated by Contract Manufacturing Organizations (CMO) adjacent to large hospitals, or, where capacity is available, contract directly with major cancer treatment centers who have accredited GMP facilities and experienced cell production staff for Veto Cell production. Subsequently, sales from these centers can justify and fund stand-alone facilities.

The general goal of the initial centers is to support the FDA process, provide full coverage for the North American and European markets, and provide access to the Chinese market. Following the introductory period in each respective market, we may elect to migrate the production facilities from leased space in transplantation center laboratories or contract services with specialized CMOs to company-owned stand-alone facilities.

In general, we assume a capital cost per stand-alone production facility of at least $10 million. This estimate is based, in part, on the projected high costs of GMP “clean rooms,” each of which can cost $1 million or more to set up. We will need to obtain financing in order to fund the setup of such facilities. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.

ClinicalTrials Overview

We will initially focus our clinical trials on stem cell transplantation for patients suffering from blood cancers (lymphoma, leukemia, myeloma), for which our Veto Cell technology constitutes a potential breakthrough. These indications have unmet needs as evidenced by the valuations of leading CAR-T players who thus far have chiefly presented data treating these diseases.

We commenced our first Phase ½ clinical trial in late 2019. This trial combines traditional Phase 1 safety with Phase 2 efficacy inasmuch as it is a safety trial conducted on sick patients, so as to both establish safety and show initial indications of efficacy concurrently. The goal is to demonstrate safety and initial efficacy in several indications. Management has structured the trials such that an additional goal of showing initial markers pointing to successful engraftment, in the absence of GvHD, while preventing viral infections, already within Phase 1/2.

The chart below provides an overview of the current trials plan, which can of course vary based on both finalization of human protocols and timing or regulatory approvals:

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TrialPlans

Trials are planned for the US and Europe. The current initial US trial plans to treat 24 patients. We plan to focus on haploidentical (donor mismatched) stem cell bone transplantation under reduced intensity conditioning (reduced levels of immune suppression treatment) for B-cell malignancies and non-malignant indications (e.g. sickle cell disease). We are currently conducting a preclinical trial for VETO CAR-T cell therapy. Once we complete a proof of concept, we plan to augment the current clinical trial protocol for blood cell cancer to include VETO CAR-T cells, and to develop an Off-the-shelf VETO CAR-T treatment, without a stem cell transplant, for patients in relapse. In the future, we plan to conduct clinical trials for solid tumor patients as well. Also, once we have shown safety and efficacy for Veto Cell based stem cell transplants, we plan to combine these with haploidentical kidney transplants in patient trials.

RegulatoryIssues Overview

We are currently seeking regulatory approval from the U.S. FDA, and also plan to apply to the European Medicines Agency (“EMA”) in Europe and to approach similar agencies elsewhere for approvals to both produce and sell our products.

We commenced a 24 patient human clinical trial for Anti-Viral Veto Cells, our lead product candidate, in the US in late 2019.

RegulatoryProcess and Expectations

We have developed and will continue to develop our clinical trial protocols with the support of highly experienced medical practitioners who have vast experience in working with their local regulators. MD Anderson, for example, as the largest stem cell transplantation center and leading cancer treatment facility in the US, has a thoroughgoing internal protocol approval process which serves to refine every aspect of each patient protocol, in great detail, in anticipation of any potential issues that the FDA would typically wish to see addressed.

The clinical trials outlined in the previous section are designed to lead to regulatory approval for Veto Cell-based therapy in treating blood cancers and stem cell transplantation applications and, thereafter, solid organ transplantations and, eventually, solid tumor cancers.

InterimRevenue Opportunities

While our focus is to conclude Phase 3 approval for cancer treatments, the Company is also exploring complementary shorter-term opportunities for generating revenue before additional FDA approvals are received, namely:

1)	Treating<br> patients after the end of Phase 2 (based on US Fast Track approvals and/or European Marketing Authorization Approvals) with either<br> partial or full insurance reimbursement available); and
2)	Potential<br> upfront and milestone driven licensing revenues from collaborations with third parties.

IntellectualProperty

Pursuant to the Yeda License Agreement, Yeda granted the Company an exclusive worldwide license to certain patents, discoveries, inventions and other intellectual property generated (together with others) by Professor Yair Reisner at the Immunology Department at the Weizmann Institute. Under the Yeda License Agreement, the Company grants Yeda a 4% royalty on sales of patented products. Cell Source is required to pay Yeda a $50,000 annual license fee until such time as payment of royalties commences. The Yeda License Agreement also requires the Company to proceed with the development of the technologies on a timely basis.

The license period (per product, per country) is for the full life of the patents and expires at the later of the patent expiration date in that country or 15 years after the date that the FDA or local equivalent regulatory authority in each country approves that particular product for sale in that country. As long as Cell Source sponsors research or pays either a nominal license fee of $50,000 per year (total for use of all the products) or royalties on product sales on at least one product as per the license agreement, the license will remain in effect continuously and expire only with the expiration of the patent or 15 years after regulatory approval (later of the two) per product per country as described above. Cell Source voluntarily sponsors Research at the Weizmann Institute for the sake of developing its products and treatments from initial invention through to finalization of human treatment protocols.

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The agreement with Yeda, as amended most recently on December 22, 2024, includes certain development milestones. If the Company fails to achieve any one of the milestones set forth in the Yeda License Agreement (as per the current amended version) which are listed below, then Yeda will be entitled to (i) modify the related license such that it will become non-exclusive or (ii) terminate the Yeda License Agreement upon thirty (30) day written notice:

a.	by<br> January 1, 2028, to have commenced Phase 2 clinical trials with respect to a Product; provided that in the interim the company continues<br> to substantively sponsor research and clinical trials;
b.	by<br> January 1, 2031, to have either commenced Phase 3 clinical trials or to have received FDA or EMA marketing approval in a respect<br> of a Product (“Marketing Approval”);
c.	within<br> 12 (twelve) months from the date of Marketing Approval, to have made a First Commercial Sale of a Product; or
d.	in<br> case commercial sale of any Product having commenced, there shall be a period of 12 (twelve) months or more during which no sales<br> of any Product shall take place by the Company or its Sublicensees (except as a result of force majeure or other factors beyond the<br> control of the Company).

Additionally, the Yeda License Agreement also provides that:

○	Title. All right, title and interest in and to the Licensed Information and the Patents (as<br> those terms are defined in the Yeda License Agreement) and all right, title and interest<br> in and to any drawings, plans, diagrams, specifications, other documents, models, or any<br> other physical matter in any way containing, representing or embodying any of the foregoing,<br> vest and shall vest in Yeda and subject to the license granted in the Yeda License Agreement.
○	Patents. Both Yeda and the Company shall consult with one another on the filing of patent applications for any portion of Licensed Information<br> and/or corresponding to patent application existing at the time the Yeda License Agreement was executed. Yeda shall retain outside<br> patent counsel that will be approved by Cell Source, to prepare, file and prosecute patent applications. All applications will be<br> filed in Yeda’s name.
○	Patents;<br> Patent Infringements. Where the Company determines that a third party is infringing one or more of the Patents or is sued, in prosecuting<br> or defending such litigation, the Company must pay any expenses or costs or other liabilities incurred in connection with such litigation<br> (including attorney’s fees, costs and other sums awarded to the counterparty in such action). The Company agreed to indemnify<br> Yeda against any such expenses or costs or other liabilities.
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○	License. With regard to the expiration of Patents, a Product is deemed to be covered by a Patent so long as such Product is protected<br> by “Orphan Drug” status (or the like). The Company has an exclusive worldwide license under the Licensed Information<br> and the Patents for the development, manufacture and sales of the Products. License remains in force in each country with respect<br> to each Product until the later of (i) the expiration of the last Patent in such country covering such Product or (ii) the expiration<br> of a 15-year period commencing the day FDA New Drug Approval is received for a Product in such country.

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The Company may grant a Sublicense only with Yeda’s prior written consent, which shall not be withheld unreasonably provided that:

i.	the<br> proposed Sublicense is for monetary consideration only;
ii.	the<br> proposed Sublicense is to be granted in a bona fide arm’s length commercial transaction;
iii.	a<br> copy of the agreement granting the Sublicense and all amendments thereof shall be made available to Yeda, 14 days before their execution<br> and Cell Source shall submit to Yeda copies of all such Sublicenses and all amendments thereof promptly upon execution thereof; and
iv.	the<br> proposed Sublicense is made by written agreement, the provisions of which are consistent with the terms of the License and contain,<br> inter alia, the following terms and conditions, including: the Sublicense shall expire automatically on the termination of the License<br> for any reason.

However, Yeda’s prior written consent is not needed if the sublicense is limited to China, and the Company grants it to a Chinese affiliated entity of the Company.

○

Termination. The Yeda License Agreement terminates on the later of: (i) the expiration of the last of the Patents or (ii) the expiry of a continuous period of 20 years during which there shall not have been a First commercial sale of any product in any country. Yeda may terminate by written notice, effective immediately, if the Company challenges the validity of any of the Patents. If a challenge is unsuccessful, then in addition to Yeda’s right to termination, the Company shall pay to Yeda liquidated damages in the amount of $8,000,000. Either the Company or Yeda may terminate the Yeda License Agreement and the License by serving a written notice upon (i) occurrence of a material breach or (ii) the granting of a winding-up order. Additionally, Yeda may terminate for failure to reimburse Yeda for patent application and/or prosecution expenses.

Our technology portfolio includes a patented platform termed “Veto Cell” (more formally described as “Anti 3^rd^ party central memory T cell”), which is an immune tolerance biotechnology that enables the selective blocking of immune responses.

For a list of all the patents and pending patents that Yeda holds and which we have a license to use, please refer to the table in the section entitled “Science and Technology Overview” above.

Patents& Proprietary Rights

Our success will depend in part on our ability to protect our existing product candidates and the products we acquire or license by obtaining and maintaining a strong proprietary position. To develop and maintain our position, we intend to continue relying upon patent protection, orphan drug status, Hatch-Waxman exclusivity, trade secrets, know-how, continuing technological innovations and licensing opportunities. We intend to seek patent protection whenever available for any products or product candidates and related technology we acquire in the future.

We may also seek orphan drug status whenever it is available. If a product which has an orphan drug designation subsequently receives the first regulatory approval for the indication for which it has such designation, the product is entitled to orphan exclusivity, meaning that the applicable regulatory authority may not approve any other applications to market the same drug for the same indication, except in very limited circumstances, for a period of seven years in the U.S. and Canada, and 10 years in the EU. Orphan drug designation does not prevent competitors from developing or marketing different drugs for the same indication or the same drug for a different clinical indication.

It is our policy to require our employees, consultants, outside scientific collaborators, sponsored researchers and other advisors to execute confidentiality agreements upon the commencement of employment or consulting relationships with us. These agreements provide that all confidential information made known to the individual during the course of the individual’s relationship with us is to be kept confidential and may not be disclosed to third parties except in specific circumstances. In the case of employees, the agreements provide that all inventions conceived by the individual shall be our exclusive property.

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GovernmentRegulation and Product Approval

We submitted our first IND application to the FDA, which was done on our behalf by MD Anderson, in February 2019. Cell Source itself has not had any contact with any regulator anywhere regarding treatment approvals or clinical trials associated with regulatory approvals. We are aware that a hospital in Italy has independently requested and received approval to conduct a trial with a treatment protocol the patents for which we license from Yeda, which today forms part of the broader protocol that we plan to use in the US and European clinical trials, but we are not mentioned in the application nor in the approval. However, we may indirectly benefit from the outcome of the trial, if successful, although we are not the sponsor of this trial. There are no written or verbal agreements between the hospital and Cell Source regarding the use of the technology. That said, Cell Source is aware and in favor of the hospital’s plans to use the technology and would find a positive initial outcome encouraging. Since the treatment is being done on compassionate grounds as a non-commercial clinical trial, there is no legal requirement for the hospital to obtain approval to use the treatment protocol.

Cell Source commenced a human clinical trial, conducted on its behalf by MD Anderson, in 2019 to show initial safety, and possibly efficacy, results in the US.

Regulation by governmental authorities in the U.S. and other countries is a significant factor, affecting the cost and time of our research and product development activities, and will be a significant factor in the manufacture and marketing of any approved products. All of our products require regulatory approval by governmental agencies prior to commercialization. In particular, our products are subject to rigorous pre-clinical and clinical testing and other approval requirements by the FDA and similar regulatory authorities in other countries. Various statutes and regulations also govern or influence the manufacturing, safety, reporting, labeling, transport and storage, record keeping and marketing of our products. The lengthy process of seeking these approvals, and the subsequent compliance with applicable statutes and regulations, require the expenditure of substantial resources. Any failure by us to obtain, or any delay in obtaining, the necessary regulatory approvals could harm our business.

The regulatory requirements relating to the testing, manufacturing and marketing of our products may change from time to time and this may impact our ability to conduct clinical trials and the ability of independent investigators to conduct their own research with support from us.

The clinical development, manufacturing and marketing of our products are subject to regulation by various authorities in the U.S., the EU and other countries, including, in the U.S., the FDA, in Canada, Health Canada, and, in the EU, the EMA. The Federal Food, Drug, and Cosmetic Act, the Public Health Service Act in the U.S. and numerous directives, regulations, local laws and guidelines in Canada and the EU and elsewhere govern the testing, manufacture, safety, efficacy, labeling, storage, record keeping, approval, advertising and promotion of our products. Product development and approval within these regulatory frameworks takes a number of years and involves the expenditure of substantial resources.

Regulatory approval will be required in all the major markets in which we seek to develop our products. At a minimum, approval requires the generation and evaluation of data relating to the quality, safety, and efficacy of an investigational product for its proposed use. The specific types of data required and the regulations relating to this data will differ depending on the territory, the treatment candidate involved, the proposed indication and the stage of development.

In general, new cell compositions are tested in animals until adequate evidence of safety is established to support the proposed clinical study protocol designs. Clinical trials for new products are typically conducted in three sequential phases that may overlap. In Phase 1, the initial introduction of the pharmaceutical into either healthy human volunteers or patients with the disease (typically 20 to 50 subjects), the emphasis is on testing for safety (adverse effects), dosage tolerance, metabolism, distribution, excretion and clinical pharmacology. Phase 2 involves studies in a limited patient population (typically 50 to 200 patients) to determine the initial efficacy of the pharmaceutical for specific targeted indications, to determine dosage tolerance and optimal dosage and to identify possible adverse side effects and safety risks. Once a treatment protocol shows preliminary evidence of some efficacy and is found to have an acceptable safety profile in Phase 2 evaluations, Phase 3 trials are undertaken to more fully evaluate clinical outcomes in a larger patient population in adequate and well-controlled studies designed to yield statistically sufficient clinical data to demonstrate efficacy and safety.

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In the U.S., specific pre-clinical data, manufacturing and chemical data, as described above, need to be submitted to the FDA as part of an IND application, which, unless the FDA objects, will become effective thirty (30) days following receipt by the FDA. Phase 1 studies in human volunteers may commence only after the application becomes effective. Prior regulatory approval for human healthy volunteer studies is also required in member states of the EU. Currently, in each member state of the EU, following successful completion of Phase 1 studies, data are submitted in summarized format to the applicable regulatory authority in the member state in respect of applications for the conduct of later Phase 2 studies. In many places in Europe, a two-tiered approval system mandates approval at the regional level prior to applying for national approval. Regional approval cycle times, including multiple iterations where questions are answered and the specific details of the protocol may be fine-tuned, can last several months prior to applying to the national (federal government level) regulator. The national regulatory authorities in the EU typically have between one and three months in which to raise any objections to the proposed study, and they often have the right to extend this review period at their discretion. In the U.S., following completion of Phase 1 studies, further submissions to regulatory authorities are necessary in relation to Phase 2 and 3 studies to update the existing IND. Authorities may require additional data before allowing the studies to commence and could demand that the studies be discontinued at any time if there are significant safety issues. In addition to the regulatory review, a study involving human subjects has to be approved by an independent body. The exact composition and responsibilities of this body will differ from country to country. In the U.S., for example, each study will be conducted under the auspices of an independent institutional review board at each institution at which the study is conducted. This board considers among other things, the design of the study, ethical factors, the privacy of protected health information as defined under the Health Insurance Portability and Accountability Act, the safety of the human subjects and the possible liability risk for the institution. Equivalent rules to protect subjects’ rights and welfare apply in each member state of the EU, where one or more independent ethics committees, which typically operate similarly to an institutional review board, will review the ethics of conducting the proposed research. These ethical review committees typically exist at the regional level, where approval is required prior to applying for national approval. Other regulatory authorities around the rest of the world have slightly differing requirements involving both the execution of clinical trials and the import/export of pharmaceutical products. It is our responsibility to ensure we conduct our business in accordance with the regulations of each relevant territory.

By leveraging existing pre-clinical and clinical data, we are seeking to build upon an existing pre-clinical safety and efficacy database to accelerate our research. In addition, our focus on an end-stage population which has limited current treatment options may result in relatively shorter approval cycle times. Approval by the FDA in this category generally has been based on objective response rates and duration of responses rather than demonstration of survival benefit. As a result, trials of drugs to treat end-stage refractory cancer indications have historically involved fewer patients and generally have been faster to complete than trials of drugs for other indications. We are aware that the FDA and other similar agencies are regularly reviewing the use of objective endpoints for commercial approval and that policy changes may impact the size of trials required for approval, timelines and expenditures significantly. The trend over the past few years has been to shorten approval cycles for terminal patients in the U.S. by employing a “fast track” approach.

In order to gain marketing approval, we must submit a dossier to the relevant authority for review, which is known in the U.S. as an NDA and in the EU as a marketing authorization application, or MAA. The format is usually specific and laid out by each authority, although in general it will include information on the quality of the chemistry, manufacturing and pharmaceutical aspects of the product as well as the non-clinical and clinical data. Once the submitted NDA is accepted for filing by the FDA, it undertakes the review process that takes ten (10) months, unless an expedited priority review is granted which takes six (6) months to complete. Approval can take several months to several years, if multiple ten (10) month review cycles are needed before final approval is obtained, if at all.

The approval process can be affected by a number of factors. The NDA may be approvable requiring additional pre-clinical, manufacturing data or clinical trials which may be requested at the end of the ten (10) month NDA review cycle, thereby delaying marketing approval until the additional data are submitted and may involve substantial unbudgeted costs. The regulatory authorities usually will conduct an inspection of relevant manufacturing facilities, and review manufacturing procedures, operating systems and personnel qualifications. In addition to obtaining approval for each product, in many cases each drug manufacturing facility must be approved. Further inspections may occur over the life of the product. An inspection of the clinical investigation sites by a competent authority may be required as part of the regulatory approval procedure. As a condition of marketing approval, the regulatory agency may require post-marketing surveillance to monitor for adverse effects or other additional studies as deemed appropriate. After approval for the initial indication, further clinical studies are usually necessary to gain approval for any additional indications. The terms of any approval, including labeling content, may be more restrictive than expected and could affect the marketability of a product.

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The FDA offers a number of regulatory mechanisms that provide expedited or accelerated approval procedures for selected drugs in the indications on which we are focusing our efforts. These include accelerated approval under Subpart H of the agency’s NDA approval regulations, fast track drug development procedures and priority review. At this time, we have not determined whether any of these approval procedures will apply to any of our current treatment candidates.

The US, EU and other jurisdictions may grant orphan drug designation to drugs intended to treat a “rare disease or condition,” which, in the US, is generally a disease or condition that affects no more than 200,000 individuals. In the EU, orphan drug designation can be granted if: the disease is life threatening or chronically debilitating and affects no more than fifty (50) in 100,000 persons in the EU; without incentive it is unlikely that the drug would generate sufficient return to justify the necessary investment; and no satisfactory method of treatment for the condition exists or, if it does, the new drug will provide a significant benefit to those affected by the condition. If a product that has an orphan drug designation subsequently receives the first regulatory approval for the indication for which it has such designation, the product is entitled to orphan exclusivity, meaning that the applicable regulatory authority may not approve any other applications to market the same drug for the same indication, except in very limited circumstances, for a period of seven years in the U.S. and ten (10) years in the EU. Orphan drug designation does not prevent competitors from developing or marketing different drugs for the same indication or the same drug for different indications. Orphan drug designation must be requested before submitting an NDA or MAA. After orphan drug designation is granted, the identity of the therapeutic agent and its potential orphan use are publicly disclosed. Orphan drug designation does not convey an advantage in, or shorten the duration of, the review and approval process; however, this designation provides an exemption from marketing authorization (NDA) fees.

We are also subject to numerous environmental and safety laws and regulations, including those governing the use and disposal of hazardous materials. The cost of compliance with and any violation of these regulations could have a material adverse effect on our business and results of operations. Although we believe that our safety procedures for handling and disposing of these materials comply with the standards prescribed by state and federal regulations, accidental contamination or injury from these materials may occur. Compliance with laws and regulations relating to the protection of the environment has not had a material effect on our capital expenditures or our competitive position. However, we are not able to predict the extent of government regulation, and the cost and effect thereof on our competitive position, which might result from any legislative or administrative action pertaining to environmental or safety matters.

In various countries, animal rights activism has led to either formal or informal boycotting of certain types of animal trials. This may have an adverse impact on our business as we rely on animal experiments as precursors to human trials.

Employees

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. Our ability to manage growth effectively will require us to continue to implement and improve our management systems and to recruit and train new employees. Although we have done so in the past and expect to do so in the future, there can be no assurance that we will be able to successfully attract and retain skilled and experienced personnel. We anticipate that in the near future, other key personnel will enter into employment agreements with the Company on customary terms.

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ITEM

1A. RISK FACTORS.

Aninvestment in the Company’s Common Stock involves a high degree of risk. You should carefully consider the risks described belowas well as other information provided to you in this Annual Report on Form 10-K, including information in the section of this documententitled “Information Regarding Forward Looking Statements.” The risks and uncertainties described below are not the onlyones facing us. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also impairour business operations. If any of the following risks actually occur, our business, financial condition or results of operations couldbe materially adversely affected, the value of our Common Stock could decline, and you may lose all or part of your investment.

Risksrelated to our Business and our Industry

Wemay not receive regulatory approvals for our product candidates or there may be a delay in obtaining such approvals.

Our products and our ongoing development activities are subject to regulation by regulatory authorities in the countries in which we or our collaborators and distributors wish to test, manufacture or market our products. For instance, the FDA will regulate the product in the U.S. and equivalent authorities, such as the EMA, will regulate in Europe. Regulatory approval by these authorities will be subject to the evaluation of data relating to the quality, efficacy and safety of the product for its proposed use, and there can be no assurance that the regulatory authorities will find our data sufficient to support product approval.

The time required to obtain regulatory approval varies between countries. In the U.S., for products without “Fast Track” status, it can take up to eighteen (18) months after submission of an application for product approval to receive the FDA’s decision. Even with Fast Track status, FDA review and decision can take up to twelve (12) months.

Different regulators may impose their own requirements and may refuse to grant, or may require additional data before granting, an approval, notwithstanding that regulatory approval may have been granted by other regulators. Regulatory approval may be delayed, limited or denied for a number of reasons, including insufficient clinical data, the product not meeting safety or efficacy requirements or any relevant manufacturing processes or facilities not meeting applicable requirements as well as case load at the regulatory agency at the time.

Clinicaltrials for our product candidates are expensive and time consuming, and their outcome is uncertain.

The process of obtaining and maintaining regulatory approvals for new therapeutic products is expensive, lengthy and uncertain. Costs and timing of clinical trials may vary significantly over the life of a project owing to any or all of the following non-exclusive reasons:

●	the<br> duration of the clinical trial;
●	the<br> number of sites included in the trials;
●	the<br> countries in which the trial is conducted;
●	the<br> length of time required and ability to enroll eligible patients;
●	the<br> number of patients that participate in the trials;
●	the<br> number of doses that patients receive;
●	the<br> drop-out or discontinuation rates of patients;
●	per<br> patient trial costs;
●	third<br> party contractors failing to comply with regulatory requirements or meet their contractual obligations to us in a timely manner;

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| --- | | ● | our final product candidates having different properties in humans than in laboratory testing; | | --- | --- | | ● | the need to suspend or terminate our clinical trials; | | ● | insufficient or inadequate supply of quality of necessary materials to conduct our trials; | | ● | potential additional safety monitoring, or other conditions required by FDA or comparable foreign regulatory authorities regarding the scope or design of our clinical trials, or other studies requested by regulatory agencies; | | ● | problems engaging institutional review boards (“IRB”) to oversee trials or in obtaining and maintaining IRB approval of studies; | | ● | the duration of patient follow-up; | | ● | the efficacy and safety profile of a product candidate; | | ● | the costs and timing of obtaining regulatory approvals; and | | ● | the costs involved in enforcing or defending patent claims or other intellectual property rights. |

Late-stage clinical trials are especially expensive, typically requiring tens of millions of dollars, and take years to reach their outcomes. Such outcomes often fail to reproduce the results of earlier trials. It is often necessary to conduct multiple late-stage trials, including multiple Phase 3 trials, in order to obtain sufficient results to support product approval, which further increases the expense. Sometimes trials are further complicated by changes in requirements while the trials are underway (for example, when the standard of care changes for the disease that is being studied in the trial). Accordingly, any of our current or future product candidates could take a significantly longer time to gain regulatory approval than we expect, or may never gain approval, either of which could delay or stop the commercialization of our product candidates.

Wemay be required to suspend or discontinue clinical trials due to unexpected side effects or other safety risks that could preclude approvalof our product candidates.

Our clinical trials may be suspended at any time for a number of reasons. For example, we may voluntarily suspend or terminate our clinical trials if at any time we believe that they present an unacceptable risk to the clinical trial patients. In addition, the FDA or other regulatory agencies may order the temporary or permanent discontinuation of our clinical trials at any time if they believe that the clinical trials are not being conducted in accordance with applicable regulatory requirements or that they present an unacceptable safety risk to the clinical trial patients.

Administering any product candidate to humans may produce undesirable side effects. These side effects could interrupt, delay or halt clinical trials of our product candidates and could result in the FDA or other regulatory authorities denying further development or approval of our product candidates for any or all targeted indications. Ultimately, some or all of our product candidates may prove to be unsafe for human use. Moreover, we could be subject to significant liability if any volunteer or patient suffers, or appears to suffer, adverse health effects as a result of participating in our clinical trials.

Delaysin our clinical trials could result in us not achieving anticipated developmental milestones when expected, increased costs and delayour ability to obtain regulatory approval and commercialize our product candidates.

Delays in our ability to commence or enroll patients for our clinical trials could result in us not meeting anticipated clinical milestones and could materially impact our product development costs and delay regulatory approval of our product candidates. We do not know whether planned clinical trials will be commenced or completed on schedule, if at all. Clinical trials can be delayed for a variety of reasons, including:

●	delays<br> in the development of manufacturing capabilities for our product candidates to enable their consistent production at clinical trial<br> scale;

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| --- | | ● | delays in the commencement of clinical trials as a result of clinical trial holds or the need to obtain additional information to complete an Investigational New Drug Application (IND); | | --- | --- | | ● | delays in obtaining regulatory approval to commence new trials; | | ● | adverse safety events experienced during our clinical trials; | | ● | insufficient efficacy during trials leading to withdrawal of product candidate; | | ● | delays in obtaining clinical materials; | | ● | slower than expected patient recruitment for participation in clinical trials; and | | ● | delays in reaching agreement on acceptable clinical trial agreement terms with prospective sites or obtaining institutional review board approval. |

If we do not successfully commence or complete our clinical trials on schedule, the price of our common stock may decline.

Ourproduct candidates must undergo rigorous clinical testing, the results of which are uncertain and could substantially delay or preventus from bringing them to market.

Before we can obtain regulatory approval for a product candidate, we must undertake extensive clinical testing in humans to demonstrate safety and efficacy to the satisfaction of the FDA or other regulatory agencies. Clinical trials of new drug candidates sufficient to obtain regulatory marketing approval are expensive and take years to complete.

We cannot be certain of successfully completing clinical testing within the time frame we have planned, or at all. We may experience numerous unforeseen events during, or as a result of, the clinical trial process that could delay or prevent us from receiving regulatory approval or commercializing our product candidates, including the following:

●	our<br> clinical trials may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional<br> clinical and/or preclinical testing or to abandon programs;
●	the<br> results obtained in earlier stage clinical testing may not be indicative of results in future clinical trials;
●	clinical<br> trial results may not meet the level of statistical significance required by the FDA or other regulatory agencies;
●	enrollment<br> in our clinical trials for our product candidates may be slower than we anticipate, resulting in significant delays and additional<br> expense;
●	we,<br> or regulators, may suspend or terminate our clinical trials if the participating patients are being exposed to unacceptable health<br> risks; and
●	the<br> effects of our product candidates on patients may not be the desired effects or may include undesirable side effects or other characteristics<br> that may delay or preclude regulatory approval or limit their commercial use, if approved.

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Completion of clinical trials depends, among other things, on our ability to enroll a sufficient number of patients, which is a function of many factors, including:

●	the<br> therapeutic endpoints chosen for evaluation;
●	the<br> eligibility criteria defined in the protocol;
●	the<br> perceived benefit of the investigational drug under study;
●	the<br> size of the patient population required for analysis of the clinical trial’s therapeutic endpoints;
●	our<br> ability to recruit clinical trial investigators and sites with the appropriate competencies and experience;
●	our<br> ability to obtain and maintain patient consents; and
●	competition<br> for patients by clinical trial programs for other treatments.

We may experience difficulties in enrolling patients in our clinical trials, which could increase the costs or affect the timing or outcome of these clinical trials. This is particularly true with respect to diseases with relatively small patient populations.

Preclinicalstudies and Phase 1 or 2 clinical trials of our product candidates may not predict the results of subsequent human clinical trials.

Preclinical studies, including studies of our product candidates in animal models, may not accurately predict the result of human clinical trials of those product candidates. In particular, promising animal studies suggesting the efficacy of our products may not predict the ability of these products to treat humans. Our technology may be found not to be efficacious when studied in human clinical trials.

To satisfy FDA or foreign regulatory approval standards for the commercial sale of our product candidates, we must demonstrate in adequate and controlled clinical trials that our product candidates are safe and effective. Success in early clinical trials, including Phase 2 trials, does not ensure that later clinical trials will be successful. Our initial results from Phase 1/2 clinical trials also may not be confirmed by later analysis or subsequent larger clinical trials. A number of companies in the pharmaceutical industry have suffered significant setbacks in advanced clinical trials, even after obtaining promising results in earlier clinical trials.

Ourclinical trials may fail to demonstrate substantial evidence of the safety and efficacy of our product candidates or any future productcandidates, which would prevent or delay or limit the scope of regulatory approval and commercialization*.***

To obtain the requisite regulatory approvals to market and sell any of our product candidates and any other future product candidates, we must demonstrate through clinical trials that our product candidates are safe and effective for use in each targeted indication. Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical development process. Most product candidates that begin clinical trials are never approved by regulatory authorities for commercialization. We may be unable to establish clinical endpoints that applicable regulatory authorities would consider clinically meaningful, and a clinical trial can fail at any stage of testing.

Further, the process of obtaining regulatory approval is expensive, often takes many years following the commencement of clinical trials, and can vary substantially based upon the type, complexity, and novelty of the product candidates involved, as well as the target indications, patient population, and regulatory agency. Prior to obtaining approval to commercialize our product candidates and any future product candidates in the United States or abroad, we or our potential future collaborators must demonstrate with substantial evidence from adequate and well-controlled clinical trials, and to the satisfaction of the FDA or comparable foreign regulatory authorities, that such product candidates are safe and effective for their intended uses.

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Clinical trials that we conduct may not demonstrate the efficacy and safety necessary to obtain regulatory approval to market our product candidates. In some instances, there can be significant variability in safety or efficacy results between different clinical trials of the same product candidate due to numerous factors, including changes in trial procedures set forth in protocols, differences in the size and type of the patient populations, changes in and adherence to the clinical trial protocols, and the rate of dropout among clinical trial participants. If the results of our ongoing or future clinical trials are inconclusive with respect to the efficacy of our product candidates, if we do not meet the clinical endpoints with statistical and clinically meaningful significance, or if there are safety concerns associated with our product candidates, we may be delayed in obtaining marketing approval, if at all. Additionally, any safety concerns observed in any one of our clinical trials in our targeted indications could limit the prospects for regulatory approval of our product candidates in those and other indications.

Even if the trials are successfully completed, clinical data are often susceptible to varying interpretations and analyses, and we cannot guarantee that the FDA or comparable foreign regulatory authorities will interpret the results as we do, and more trials could be required before we submit our product candidates for approval. We cannot guarantee that the FDA or comparable foreign regulatory authorities will view our product candidates as having efficacy even if positive results are observed in clinical trials. The FDA or comparable foreign regulatory authorities may not agree with our manufacturing strategy or find comparability between our clinical trial product candidates and proposed commercial product candidates even if positive results are observed in clinical trials, which may result in regulatory delays or a need to perform additional clinical studies. Moreover, results acceptable to support approval in one jurisdiction may be deemed inadequate by another regulatory authority to support regulatory approval in that other jurisdiction. To the extent that the results of the trials are not satisfactory to the FDA or comparable foreign regulatory authorities for support of a marketing application, approval of our product candidates and any future product candidates may be significantly delayed, or we may be required to expend significant additional resources, which may not be available to us, to conduct additional trials in support of potential approval of our product candidates. Even if regulatory approval is secured for a product candidate, the terms of such approval may limit the scope and use of the specific product candidate, which may also limit its commercial potential.

Weare subject to various government regulations.

The manufacture and sale of human therapeutic and diagnostic products in the U.S., Canada and foreign jurisdictions are governed by a variety of statutes and regulations. These laws require approval of manufacturing facilities, controlled research and testing of products and government review and approval of a submission containing manufacturing, preclinical and clinical data in order to obtain marketing approval based on establishing the safety and efficacy of the product for each use sought, including adherence to current Good Manufacturing Practice (or cGMP) during production and storage, and control of marketing activities, including advertising and labeling.

The products we are currently developing will require significant development, preclinical and clinical testing and investment of substantial funds prior to their commercialization. The process of obtaining required approvals can be costly and time-consuming, and there can be no assurance that future products will be successfully developed and will prove to be safe and effective in clinical trials or receive applicable regulatory approvals. Markets other than the U.S. and Canada have similar restrictions. Potential investors and shareholders should be aware of the risks, problems, delays, expenses and difficulties which we may encounter in view of the extensive regulatory environment which controls our business.

Wemay become subject to increased government regulation.

Increased government regulation could: (i) reduce any future revenues; (ii) increase our operating expenses; and (iii) expose us to significant liabilities. We cannot be sure what effect any future material noncompliance by us with any future laws and regulations or any material changes in current laws and regulations could have on our business, operating results and financial condition.

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Wemay fail to comply with regulatory requirements.

Our success will be dependent upon our ability, and our collaborative partners’ abilities, to maintain compliance with regulatory requirements, including cGMP, and safety reporting obligations. The failure to comply with applicable regulatory requirements can result in, among other things, fines, injunctions, civil penalties, total or partial suspension of regulatory approvals, refusal to approve pending applications, recalls or seizures of products, operating and production restrictions and criminal prosecutions.

Regulatoryapproval of our product candidates may be withdrawn at any time.

After regulatory approval has been obtained for medicinal products, the product and the manufacturer are subject to continual review, including the review of adverse experiences and clinical results that are reported after our products are made available to patients, and there can be no assurance that such approval will not be withdrawn or restricted. Regulators may also subject approvals to restrictions or conditions or impose post-approval obligations on the holders of these approvals, and the regulatory status of such products may be jeopardized if such obligations are not fulfilled. If post-approval studies are required, such studies may involve significant time and expense.

The manufacturer and manufacturing facilities we use to make any of our products will also be subject to periodic review and inspection by the FDA or EMA, as applicable. The discovery of any new or previously unknown problems with the product, manufacturer or facility may result in restrictions on the product or manufacturer or facility, including withdrawal of the product from the market. We will continue to be subject to the FDA or EMA requirements, as applicable, governing the labeling, packaging, storage, advertising, promotion, recordkeeping, and submission of safety and other post-market information for all of our product candidates, even those that the FDA or EMA, as applicable, had approved. If we fail to comply with applicable continuing regulatory requirements, we may be subject to fines, suspension or withdrawal of regulatory approval, product recalls and seizures, operating restrictions and other adverse consequences.

Evenif approved, our products may not gain market acceptance, in which case we may not be able to generate product revenues, which will materiallyadversely affect our business, financial condition, and results of operations.

Even if the FDA or any comparable foreign regulatory authority approves the marketing of any product candidates that we develop, physicians, healthcare providers, patients, or the medical community may not accept or use them. Additionally, the product candidates that we are developing are based on our proprietary platforms, which are new technologies. If these products do not achieve an adequate level of acceptance, we may not generate significant product revenues or any profits from operations. The degree of market acceptance of any of our product candidates will depend on a variety of factors, including:

●	the<br> timing of market introduction;
●	the<br> terms of any approvals and the countries in which approvals are obtained;
●	the<br> number and clinical profile of competing products;
●	our<br> ability to provide acceptable evidence of safety and efficacy;
●	the<br> prevalence and severity of any side effects;
●	relative<br> convenience and ease of administration;
●	cost-effectiveness;
●	patient<br> diagnostics and screening infrastructure in each market;
●	marketing<br> and distribution support;
●	adverse<br> publicity about our product candidates;

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| --- | | ● | availability of coverage, adequate reimbursement and sufficient payment from health maintenance organizations and other insurers, both public and private, for our product candidates, or the procedures utilizing our product candidates, if approved; | | --- | --- | | ● | the willingness of patients to pay out-of-pocket in the absence of coverage by third-party payors and government authorities; and | | ● | other potential advantages over alternative treatment methods. |

In addition, although we are not utilizing replication competent vectors, adverse publicity due to the ethical and social controversies surrounding the therapeutic use of such technology, and reported side effects from any clinical trials using these technologies or the failure of such trials to demonstrate that these therapies are safe and effective may limit market acceptance of our product candidates. If our product candidates are approved but fail to achieve market acceptance among physicians, patients, hospitals, cancer treatment centers or others in the medical community, we will not be able to generate significant revenue.

If our product candidates fail to gain market acceptance, this will have a material adverse impact on our ability to generate revenues to provide a satisfactory, or any, return on our investments. Even if some products achieve market acceptance, the market may prove not to be large enough to allow us to generate significant revenues.

Wedo not own any patents and rely on the patents we license from Yeda Research and Development Limited.

We do not currently own any patents and only have an exclusive worldwide license to certain intellectual property owned by Yeda pursuant to a license agreement between us and Yeda. Under the license agreement with Yeda, Yeda retains ownership of the licensed patents. If we were to default under the license agreement, then our rights to Yeda’s intellectual property would be extinguished and we would lose all rights to operate the license. In such an event, we would effectively cease to operate unless we re-obtained licensing with Yeda.

Weare dependent on protecting our proprietary rights.

Our success and competitive position and future overall revenues will depend in part on our ability to obtain and maintain patent protection over the patents that we have an exclusive license to use for our product candidates, methods, process and other technologies to preserve our trade secrets, to prevent third parties from infringing on our proprietary rights and to operate without infringing the proprietary rights of third parties. Although our patents and related technologies are owned by Yeda, under our exclusive license agreement, we are required to pay all patent related expenses for applications, renewals, etc., as well as any and all legal or other costs associated with the defending and protecting such proprietary rights. However, we cannot predict:

●	the<br> degree and range of protection any patents will afford us against competitors, including whether third parties will find ways to<br> invalidate or otherwise circumvent the patents that we license;
●	whether<br> or not others will obtain patents claiming aspects similar to those covered by the patents that we license; or
●	whether<br> we will need to initiate litigation or administrative proceedings, which may be costly whether we win or lose.

For a complete list of the patents that we license from Yeda, please see the section entitled “Science and Technology Overview” of this Annual Report on Form 10-K.

We may be required to obtain licenses from third parties to avoid infringing patents or other proprietary rights. No assurance can be given that any licenses required under any such patents or proprietary rights would be made available, if at all, on terms we find acceptable. If we do not obtain such licenses, we could encounter delays in the introduction of products, or could find that the development, manufacture or sale of products requiring such licenses could be prohibited.

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A number of pharmaceutical, biopharmaceutical and biotechnology companies and research and academic institutions have developed technologies, filed patent applications or received patents on various technologies that may be related to or affect our business. Some of these technologies, applications or patents may conflict with our technologies or patent applications. Such conflict could limit the scope of the patents, if any, that we may be able to obtain. Such conflict may also result in the denial of our patent applications. In addition, if patents that cover our activities are issued to other companies, there can be no assurance that we would be able to obtain licenses to these patents at a reasonable cost or be able to develop or obtain alternative technology. If we do not obtain such licenses, we could encounter delays in the introduction of products, or could find that the development, manufacture or sale of products requiring such licenses could be prohibited. In addition, we could incur substantial costs in defending ourselves in suits brought against us on patents that our products might infringe or in filing suits against others to have such patents declared invalid.

Patent applications in the U.S. are maintained in secrecy and not published if either: i) the application is a provisional application or, ii) the application is filed and we request no publication and certify that the invention disclosed “has not and will not” be the subject of a published foreign application. Otherwise, U.S. applications or foreign counterparts, if any, publish 18 months after the priority application has been filed. Since publication of discoveries in the scientific or patent literature often lag behind actual discoveries, we cannot be certain that we or any licensor were the first creator of inventions covered by pending patent applications or that we or such licensor was the first to file patent applications for such inventions. Moreover, we might have to participate in interference proceedings declared by the U.S. Patent and Trademark Office to determine priority of invention, which could result in substantial cost to us, even if the eventual outcome were favorable to us. There can be no assurance that our patents, if issued, would be held valid or enforceable by a court or that a competitor’s technology or product would be found to infringe such patents.

Much of our know-how and technology may not be patentable. To protect our rights, we require employees, consultants, advisors and collaborators to enter into confidentiality agreements. There can be no assurance, however, that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or disclosure. Further, our business may be adversely affected by competitors who independently develop competing technologies, especially if we obtain no, or only narrow, patent protection.

Confidentialityagreements with employees and third parties may not prevent unauthorized disclosure of trade secrets and other proprietary information.

In addition to the protection afforded by patents, we seek to rely on trade secret protection and confidentiality agreements to protect proprietary know-how that is not patentable or that we elect not to patent, processes for which patents are difficult to enforce, and any other elements of our product candidates, technology and product discovery and development processes that involve proprietary know-how, information, or technology that is not covered by patents. Any disclosure, either intentional or unintentional, by our employees, the employees of third parties with whom we share our facilities or third-party consultants and vendors that we engage to perform research, clinical trials or manufacturing activities, or misappropriation by third parties (such as through a cybersecurity breach) of our trade secrets or proprietary information could enable competitors to duplicate or surpass our technological achievements, thus eroding our competitive position in our market. Because we expect to rely on third parties in the development and manufacture of our product candidates, we must, at times, share trade secrets with them. Our reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor will discover them or that our trade secrets will be misappropriated or disclosed.

Weare dependent on our collaborative partners and service providers the loss of which would hurt our business.

Our strategy is to enter into various arrangements with corporate and academic collaborators, licensors, licensees, service providers and others for the research, development, clinical testing and commercialization of our products. We intend to or have entered into agreements with academic, medical and commercial organizations to research, develop and test our products. In addition, we intend to enter into corporate partnerships to commercialize the Company’s core products. There can be no assurance that such collaborations can be established on favorable terms, if at all.

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Should any collaborative partner or service provider fail to appropriately research, develop, test or successfully commercialize any product to which the Company has rights, our business may be adversely affected. Failure of a collaborative partner or service provider to successfully conduct or complete their activities or to remain a viable collaborative partner or commercial enterprise for any particular program could delay or halt the development or commercialization of any products arising out of such program. While management believes that collaborative partners and service providers will have sufficient economic motivation to continue their activities, there can be no assurance that any of these collaborations or provisions of required services will be continued or result in successfully commercialized products.

Notably, we maintain an exclusive worldwide license to certain intellectual property owned by Yeda pursuant to the Yeda License Agreement, as further discussed in the “Intellectual Property” section hereinafter. If we should default under the License Agreement, then our rights to Yeda’s intellectual property would extinguish, and we would lose all rights to operate the licenses. In such event, we would effectively cease to operate unless we re-obtained licensing with Yeda.

In addition, there can be no assurance that the collaborative research or commercialization partners will not pursue alternative technologies or develop alternative products either on their own or in collaboration with others, including our competitors, as a means for developing treatments for the diseases or conditions targeted by our programs.

Ifwe are unable to keep up with rapid technological changes in our field or compete effectively, we will be unable to operate profitably.

We are engaged in a rapidly changing field. Other products and therapies that will compete directly with the products that we are seeking to develop and market currently exist or are being developed. Competition from fully integrated pharmaceutical companies and more established biotechnology companies is intense and is expected to increase. Most of these companies have significantly greater financial resources and expertise in discovery and development, manufacturing, preclinical and clinical testing, obtaining regulatory approvals and marketing than us. Smaller companies may also prove to be significant competitors, particularly through collaborative arrangements with large pharmaceutical and established biopharmaceutical or biotechnology companies. Many of these competitors have significant products that have been approved or are in development and operate large, well-funded discovery and development programs. Academic institutions, governmental agencies and other public and private research organizations also conduct research, seek patent protection and establish collaborative arrangements for therapeutic products and clinical development and marketing. These companies and institutions compete with us in recruiting and retaining highly qualified scientific and management personnel. In addition to the above factors, we will face competition based on product efficacy and safety, the timing and scope of regulatory approvals, availability of supply, marketing and sales capability, reimbursement coverage, price and patent position. There is no assurance that our competitors will not develop more effective or more affordable products, or achieve earlier patent protection or product commercialization, than our own.

Other companies may succeed in developing products earlier than ourselves, obtaining Health Canada, European Medicines Agency (the “EMA”) and FDA approvals for such products more rapidly than we will, or in developing products that are more effective than products we propose to develop. While we will seek to expand our technological capabilities in order to remain competitive, there can be no assurance that research and development by others will not render our technology or products obsolete or non-competitive or result in treatments or cures superior to any therapy we develop, or that any therapy we develop will be preferred to any existing or newly developed technologies.

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Ourability and our collaborators’ ability to sell therapeutic products will depend to a large extent upon reimbursement from healthcare insurance companies.

Our success may depend, in part, on the extent to which reimbursement for the costs of therapeutic products and related treatments will be available from third-party payers such as government health administration authorities, private health insurers, managed care programs, and other organizations. Over the past decade, the cost of health care has risen significantly, and there have been numerous proposals by legislators, regulators and third-party health care payers to curb these costs. Some of these proposals have involved limitations on the amount of reimbursement for certain products. Similar federal or state health care legislation may be adopted in the future and any products that we or our collaborators seek to commercialize may not be considered cost-effective. Adequate third-party levels that are sufficient for realization of an appropriate return on investment in product development.

Wemay expend our limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidatesor indications that may be more profitable or for which there is a greater likelihood of success.

Because we have limited financial and managerial resources, we focus on research programs, therapeutic platforms, and product candidates that we identify for specific indications. Additionally, we have contractual commitments under our collaboration agreements to use commercially reasonable efforts to develop certain programs and, thus, do not have unilateral discretion to vary from such agreed to efforts. In addition, we have contractual commitments to conduct certain development plans and thus may not have discretion to modify such development plans, including clinical trial designs, without agreement from our collaboration partners. As a result, we may forego or delay pursuit of opportunities with other therapeutic platforms or product candidates or for other indications that later prove to have greater commercial potential. Our resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities. Our spending on current and future research and development programs, therapeutic platforms, and product candidates for specific indications may not yield any commercially viable products. If we do not accurately evaluate the commercial potential or target market for a particular product candidate, we may relinquish valuable rights to that product candidate through collaboration, licensing, or other royalty arrangements in cases in which it would have been more advantageous for us to retain sole development and commercialization rights.

Interim,topline, or preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data becomesavailable or as we make changes to our manufacturing processes and are subject to audit and verification procedures that could resultin material changes in the final data*.***

From time to time, we may publicly disclose interim, topline, or preliminary data from our preclinical studies and clinical trials, which is based on a preliminary analysis of then-available data, and the results and related findings and conclusions are subject to change following a more comprehensive review of the data related to the particular study or trial. We also make assumptions, estimations, calculations, and conclusions as part of our analyses of data, and we may not have received or had the opportunity to fully and carefully evaluate all data. Further, modifications or improvements to our manufacturing processes for a therapy may result in changes to the characteristics or behavior of the product candidate that could cause our product candidates to perform differently and affect the results of our ongoing clinical trials. As a result, the topline results that we report may differ from future results of the same studies, or different conclusions or considerations may qualify such results, once additional data have been received and fully evaluated. Topline data also remains subject to audit and verification procedures that may result in the final data being materially different from the preliminary data we previously published. As a result, topline data should be viewed with caution until the final data is available.

From time to time, we may also disclose preliminary or interim data from our preclinical studies and clinical trials. Preliminary or interim data from clinical trials are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data becomes available. Adverse differences between preliminary or interim data and final data could significantly harm our business prospects. Additionally, disclosure of preliminary or interim data by us or by our competitors could result in volatility in the price of our common stock.

Further, others, including regulatory agencies, may not accept or agree with our assumptions, estimates, calculations, conclusions, or analyses or may interpret or weigh the importance of data differently, which could impact the value of the particular program, the approvability or commercialization of the particular product candidate, and our company in general. If the interim, topline, or preliminary data that we report differ from actual results, or if others, including regulatory authorities, disagree with the conclusions reached, our ability to obtain approval for, and commercialize, any of our potential product candidates may be harmed, which could harm our business, operating results, prospects, or financial condition.

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Werely on key personnel and, if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to groweffectively.

We are dependent on our Chief Executive Officer, Itamar Shimrat, our Executive Chairman, Dennis Brown, and on scientific and drug development consultants, the loss of services of one or more of whom could materially adversely affect us.

Other than our Chief Executive Officer, we currently do not have full-time employees, but we retain the services of independent contractors/consultants on a contract-employment basis. Our ability to manage growth effectively will require us to continue to implement and improve our management systems and to recruit and train new employees. Although we have done so in the past and expect to do so in the future, there can be no assurance that we will be able to successfully attract and retain skilled and experienced personnel.

Wemay be subject to foreign exchange fluctuation.

We maintain our accounts in both U.S. dollars and Israeli Shekels. A portion of our expenditures are in foreign currencies, most notably in Israeli Shekels, and therefore we are subject to foreign currency fluctuations, which may, from time to time, impact our financial position and results. We may enter into hedging arrangements under specific circumstances, typically through the use of forward or futures currency contracts, to minimize the impact of increases in the value of the Israeli Shekel. In order to minimize our exposure to foreign exchange fluctuations we may hold sufficient Israeli Shekels to cover our expected Israeli Shekel expenditures.

Wemay be exposed to potential product and clinical trials liability.

Our business exposes us to potential product liability risks, which are inherent in the testing, manufacturing, marketing and sale of therapeutic products. Human therapeutic products involve an inherent risk of product liability claims and associated adverse publicity. While we will continue to take precautions we deem appropriate, there can be no assurance that we will be able to avoid significant product liability exposure. We do not currently maintain liability insurance coverage as such insurance is expensive and difficult to obtain. As we move forward with our own clinical trials, we plan to obtain liability insurance coverage in the jurisdictions applicable to such clinical trials. However, when we seek such insurance, it may not be available on acceptable terms, if at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit our ability to conduct clinical trials in certain jurisdiction or the commercialization of our current or potential products. A product liability claim brought against us in a clinical trial or a product withdrawal could have a material adverse effect upon us and our financial condition. Should the insurance coverage be insufficient in amount or scope to address multiple and diverse claims, liabilities not covered by insurance could represent a significant financial liability for Cell Source. Since Yeda does not conduct human trials, there is no need for Cell Source to have insurance for trials there. As Cell Source continues to contract facilities at hospitals to conduct human trials on its behalf, it will ensure that full and proper insurance coverage will be in place with respect to such clinical facilities. Cell Source plans to ensure its direct participation in clinical trials, above and beyond whatever insurance coverage is already held by the institutions and facilities providing services with respect to such clinical trials, as may be required.

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Wemay become subject to liabilities related to risks inherent in working with hazardous materials.

Our discovery and development processes involve the controlled use of hazardous and radioactive materials. We are subject to federal, state, provincial and local laws and regulations governing the use, manufacture, storage, handling and disposal of such materials and certain waste products. Although we believe that our safety procedures for handling and disposing of such materials comply with the standards prescribed by such laws and regulations, the risk of accidental contamination or injury from these materials cannot be completely eliminated. In the event of such an accident, we could be held liable for any damages that result and any such liability could exceed our resources. We are not specifically insured with respect to this liability. Although we believe that we are in compliance in all material respects with applicable environmental laws and regulations and currently do not expect to make material capital expenditures for environmental control facilities in the near-term, there can be no assurance that we will not be required to incur significant costs to comply with environmental laws and regulations in the future, or that our operations, business or assets will not be materially adversely affected by current or future environmental laws or regulations.

Wemay in the future conduct clinical trials for our products or product candidates outside the United States and the FDA may not acceptdata from such trials.

We may in the future choose to conduct one or more of our clinical trials outside the United States. Although the FDA may accept data from clinical trials conducted outside the United States, acceptance of such study data by the FDA is subject to certain conditions. For example, the study must be well designed and conducted and performed by qualified investigators in accordance with ethical principles. The study population must also adequately represent the U.S. population, and the data must be applicable to the U.S. population and U.S. medical practice in ways that the FDA deems clinically meaningful. Generally, the patient population for any clinical studies conducted outside of the United States must be representative of the population for whom we intend to label the product in the United States. In addition, such studies would be subject to the applicable local laws and FDA acceptance of the data would be dependent upon its determination that the studies also complied with all applicable U.S. laws and regulations. There can be no assurance the FDA will accept data from trials conducted outside of the United States. If the FDA does not accept any such data, it would likely result in the need for additional trials, which would be costly and time consuming and delay aspects of our business plan.

Potential disruptions to our preclinical development efforts include, but are not limited to:

●	delays<br> or disruptions in preclinical experiments and IND-enabling studies due to restrictions of on-site staff, limited or no access to<br> animal facilities, and unforeseen circumstances at contract research organizations (CROs) and vendors;
●	limitations<br> on employee or other resources that would otherwise be focused on the conduct of our preclinical work and any clinical trials we<br> subsequently commence, including because of sickness of employees or their families, the desire of employees to avoid travel or contact<br> with large groups of people, an increased reliance on working from home, school closures, or mass transit disruptions;
●	delays<br> in necessary interactions with regulators, ethics committees, and other important agencies and contractors due to limitations in<br> employee resources or forced furlough of government or contractor personnel; and
●	limitations<br> in maintaining our corporate culture that facilitates the transfer of institutional knowledge within our organization and fosters<br> innovation, teamwork, and a focus on execution.
●	interruption<br> of key clinical trial activities, such as clinical trial site data monitoring and efficacy, safety and translational data collection,<br> processing and analyses, due to limitations on travel imposed or recommended by federal, state, or local governments, employers and<br> others or interruption of clinical trial subject visits, which may impact the collection and integrity of subject data and clinical<br> study endpoints;

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| --- | | ● | delays or difficulties in initiating or expanding clinical trials, including delays or difficulties with clinical site initiation and recruiting clinical site investigators and clinical site staff; | | --- | --- | | ● | delays or difficulties in enrolling and retaining patients in our clinical trials; | | ● | interruption of, or delays in receiving, supplies of our product candidates from our contract manufacturing organizations due to staffing shortages, production slowdowns, or stoppages and disruptions in materials and reagents; | | ● | diversion of healthcare resources away from the conduct of clinical trials, including the diversion of hospitals serving as our clinical trial sites and hospital staff supporting the conduct of our clinical trials; | | ● | interruption or delays in the operations of the FDA and comparable foreign regulatory agencies; | | ● | delays in receiving approval from local regulatory authorities to initiate our planned clinical trials; | | ● | limitations on employee resources that would otherwise be focused on the conduct of our preclinical studies and clinical trials, including because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people; | | ● | interruption of, or delays in receiving, supplies of our product candidates from our contract manufacturing organizations due to staffing shortages, production slowdowns or stoppages and disruptions in delivery systems; | | ● | refusal of the FDA or comparable regulatory authorities to accept data from clinical trials in affected geographies; and |

Future developments in these and other areas present material uncertainty and risk with respect to our clinical trials, business, financial condition, and results of operations.

RisksRelated to Our Capital Resources and Impairments

Wehave a limited operating history and a history of operating losses and expect to incur significant additional operating losses.

Our planned principal operations are the development and commercialization of new cell therapy products focused on treatment of blood cancers, certain non-malignant disorders and organ transplantations. We are currently conducting research and development activities in order to facilitate the continued transition of the patented technology we license from the laboratory to clinical trials. We have a limited operating history. Therefore, there is limited historical financial information upon which to base an evaluation of our performance. Our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations. We have generated net losses since we began operations, including net losses of $4,512,642 and $5,321,212 for the years ended December 31, 2024 and 2023, respectively. We expect to incur substantial additional net expenses over the next several years as our research, development, and commercial activities increase. The amount of future losses and when, if ever, we will achieve profitability are uncertain. Our ability to generate revenue and achieve profitability will depend on, among other things, successful completion of the preclinical and clinical development of our product candidates; obtaining necessary regulatory approvals from the U.S. Food and Drug Administration (the “FDA”) and international regulatory agencies; successful manufacturing, sales, and marketing arrangements; and raising sufficient funds to finance our activities. If we are unsuccessful at some or all of these undertakings, our business, prospects, and results of operations may be materially adversely affected.

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Wewill need to secure additional financing.

We anticipate that we will incur operating losses for the foreseeable future. As of December 31, 2024, we had cash in the amount of $74,631. Based on our current resources, we will not be able to continue to operate without additional immediate funding. If we are not successful in securing additional financing, we may be required to delay significantly, reduce the scope of or eliminate one or more of our research or development programs, downsize our general and administrative infrastructure, or seek alternative measures to avoid insolvency, including arrangements with collaborative partners or others that may require us to relinquish rights to certain of our technologies, product candidates or products. Our future capital requirements will depend on many factors, including:

●	the<br> scope, timing, progress, costs, and results of discovery, preclinical development, and clinical trials for our current or future<br> product candidates;
●	the<br> number of clinical trials required for regulatory approval of our current or future product candidates;
●	the<br> costs, timing, and outcome of regulatory review of any of our current or future product candidates;
●	the<br> cost of manufacturing clinical and commercial supplies of our current or future product candidates;
●	the<br> costs and timing of future commercialization activities, including manufacturing, marketing, sales, and distribution, for any of<br> our product candidates for which we receive marketing approval;
●	the<br> costs and timing of preparing, filing, and prosecuting patent applications, maintaining and enforcing our intellectual property rights,<br> and defending any intellectual property-related claims, including any claims by third parties that we are infringing upon their intellectual<br> property rights;
●	our<br> ability to maintain existing, and establish new, strategic collaborations, licensing, or other arrangements and the financial terms<br> of any such agreements, including the timing and amount of any future milestone, royalty, or other payments due under any such agreement;
●	the<br> revenue, if any, received from commercial sales of our product candidates for which we receive marketing approval;
●	expenses<br> to attract, hire, and retain skilled personnel;
●	the<br> costs of operating as a public company;
●	our<br> ability to establish a commercially viable pricing structure and obtain approval for coverage and adequate reimbursement from third-party<br> and government payers;
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●	the<br> effect of competing technological and market developments; and
●	the<br> extent to which we acquire or invest in businesses, products, and technologies.

Our ability to raise additional funds will depend on financial, economic, political and market conditions and other factors, over which we may have no or limited control. Market volatility resulting from other factors could also adversely impact our ability to access capital as and when needed. Additional funds may not be available when we need them, on terms that are acceptable to us, or at all. If adequate funds are not available to us on a timely basis, we could be required to:

●	delay,<br> limit, reduce, or terminate preclinical studies, clinical trials, or other research and development activities, or eliminate one<br> or more of our development programs altogether; and
●	delay,<br> limit, reduce, or terminate our efforts to access manufacturing capacity, establish sales and marketing capabilities or other activities<br> that may be necessary to commercialize our product candidates, or reduce our flexibility in developing or maintaining our sales and<br> marketing strategy.

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The Russia-Ukraine, Israel-Hamas and United States/Israel-Iran warshave disrupted global markets and my adversely impact our ability to obtain financing.

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, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and uncertainty about economic stability. If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly or more dilutive.

Thereis substantial doubt about our ability to continue as a going concern.

As of December 31, 2024, we had a working capital deficiency and accumulated deficit of $18,537,836 and $46,180,030, respectively. During the year ended December 31, 2024, we incurred a net loss of $4,512,642 and experienced negative cash flows from operating activities in the amount of $2,684,162. We have historically incurred operating losses and may continue to incur operating losses for the foreseeable future. We believe that 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. This may hinder our future ability to obtain financing or may force us to obtain financing on less favorable terms than would otherwise be available. We have not generated revenues to-date. Our primary source of operating funds since inception has been equity and debt financings. Our 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. There can be no assurance that we will be able to continue as a going concern.

Weare an early-stage company with an unproven business strategy and may never achieve commercialization of our candidate products or profitability.

We are at an early stage of development and commercialization of our technologies and product candidates. We have not yet begun to market any products and, accordingly, have not begun to generate revenues from the commercialization of our products. Our products will require significant additional clinical testing and investment prior to commercialization. A commitment of substantial resources by ourselves and, potentially, our partners to conduct time-consuming research and clinical trials will be required if we are to complete the development of our product candidates. There can be no assurance that any of our product candidates will meet applicable regulatory standards, obtain required regulatory approvals, be capable of being produced in commercial quantities at reasonable costs or be successfully marketed. Most of our product candidates are not expected to be commercially available for several years, if at all.

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Weare in default of payment obligations under certain promissory notes.

As of December 31, 2024 and through the date of this filing, notes payable with principal amounts totaling $2,588,593 and $11,015,939, respectively, were past due. Although no collection actions are currently pending against us, no assurance can be given that holders of these notes will not pursue remedies against us in the future. The institution of collection actions could have a material adverse effect on our business and could force us to seek relief through insolvency or other proceedings.

RisksRelated to Our Common Stock

Theremay be additional issuances of shares of preferred stock in the future.

Our Articles of Incorporation permit us to issue up to 10,000,000 shares of preferred stock and our board of directors has authorized 1,350,000 shares of Series A Convertible Preferred, 2,000,000 shares of Series B Convertible Preferred, and 1,000,000 shares of Series C Convertible Preferred Stock, for issuance. Our board of directors could authorize the issuance of additional series of preferred stock in the future and such preferred stock could grant holders preferred rights on parity with the Series A Preferred, Series B Preferred and Series C Preferred as to dividend payments and liquidation preference. The issuance of other series of preferred stock could have the effect of reducing the amounts available to the holders Series A Preferred, Series B Preferred and Series C Preferred in the event of our liquidation, winding-up or dissolution. It may also reduce cash dividend payments on the Series A Preferred if we do not have sufficient funds to pay dividends on all Series A Preferred, Series B Preferred and Series C Preferred outstanding and outstanding parity preferred stock.

Ourarticles of incorporation allow for our board to create a new series of preferred stock without further approval by our stockholders,which could adversely affect the rights of the holders of our Common Stock.

Our Board of Directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board of Directors have the authority to issue up to 10,000,000 shares of our preferred stock, the terms of which may be determined by the Board without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of Common Stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our Common Stock. In addition, our Board of Directors could authorize the issuance of a series of preferred stock that has greater voting power than our Common Stock or that is convertible into our Common Stock, which could decrease the relative voting power of our Common Stock or result in dilution to our existing stockholders.

Thereis not an active liquid trading market for the Company’s Common Stock.

The Company is required to report under the Exchange Act and its Common Stock is eligible for quotation on the OTC Markets. However, there is no regular active trading market in the Company’s Common Stock, and we cannot give any assurance that an active trading market will develop. If an active market for the Company’s Common Stock develops, there is a significant risk that the Company’s stock price may fluctuate dramatically in the future in response to any of the following factors, some of which are beyond our control:

●	variations<br> in our quarterly operating results;
●	announcements<br> that our revenue or income are below analysts’ expectations;
●	general<br> economic slowdowns;
●	sales<br> of large blocks of the Company’s Common Stock; and
●	announcements<br> by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments.

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OurCommon Stock is subject to the “penny stock” rules of the Securities and Exchange Commission, which may make it more difficultfor stockholders to sell our Common Stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of the Company’s Common Stock if and when such shares are eligible for sale and may cause a decline in the market value of its stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

Wemay not be able to attract the attention of brokerage firms because we became a public company by means of a reverse acquisition.

Because we became public through a “reverse acquisition,” securities analysts of brokerage firms may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our Common Stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of the Company in the future.

Votingpower of our shareholders is highly concentrated by insiders.

Our officers, directors and affiliates currently own or have rights to acquire shares of common stock and preferred stock representing approximately 20.4% of the voting power of our outstanding securities stock. Such concentrated control of the Company may adversely affect the value of our ordinary shares. If you acquire shares of our common stock, you may have no effective voice in our management. Sales by our insiders or affiliates, along with any other market transactions, could affect the value of our ordinary shares.

Wedo not intend to pay dividends to holders of Common Stock for the foreseeable future.

We have paid no dividends on our Common Stock to date, and it is not anticipated that any dividends will be paid to holders of our Common Stock in the foreseeable future. While our future dividend policy will be based on the operating results and capital needs of the business, it is currently anticipated that any earnings will be retained to finance our future expansion and for the implementation of our business plan. As an investor, you should take note of the fact that a lack of a dividend can further affect the market value of our stock and could significantly affect the value of any investment in our Company.

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OtherGeneral Factors

Applicableregulatory requirements, including those contained in and issued under the Sarbanes-Oxley Act of 2002, may make it difficult for theCompany to retain or attract qualified officers and directors, which could adversely affect the management of its business and its abilityto obtain or retain listing of its Common Stock.

The Company may be unable to attract and retain those qualified officers, directors and members of board committees required to provide for effective management because of the rules and regulations that govern publicly held companies, including, but not limited to, certifications by principal executive officers. The enactment of the Sarbanes-Oxley Act has resulted in the issuance of a series of related rules and regulations and the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by the stock exchanges. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting roles as directors and executive officers.

Further, some of these changes heighten the requirements for board or committee membership, particularly with respect to an individual’s independence from the corporation and level of experience in finance and accounting matters. The Company may have difficulty attracting and retaining directors with the requisite qualifications. If the Company is unable to attract and retain qualified officers and directors, the management of its business and its ability to obtain or retain listing of our shares of Common Stock on any stock exchange (assuming the Company elects to seek and are successful in obtaining such listing) could be adversely affected.

Ifwe fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.

We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

Weare required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timelymanner, our business could be harmed and our stock price could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require an annual assessment of internal controls over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal controls over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or how costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In addition, although attestation requirements by our independent registered public accounting firm are not presently applicable to us, we could become subject to these requirements in the future and we may encounter problems or delays in completing the implementation of any resulting changes to internal controls over financial reporting. In the event that our principal executive and financial officer determines that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our shares will be affected; however, we believe that there is a risk that investor confidence and share value may be negatively affected.

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Asan issuer of “penny stock,” the protection provided by the federal securities laws relating to forward looking statementsdoes not apply to us.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

Ourissuance of Common Stock upon exercise of warrants or options may depress the price of our Common Stock.

As of December 31, 2024, we had 45,038,244 shares of Common Stock issued and outstanding and outstanding warrants to purchase 20,769,303 shares of Common Stock. The issuance of shares of Common Stock upon exercise of outstanding warrants or options could result in substantial dilution to our stockholders, which may have a negative effect on the price of our Common Stock.

Ourstock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors.

The market price of our common stock may be highly volatile and may fluctuate substantially as a result of a variety of factors, some of which are related in complex ways. The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including the factors listed below and other factors describe in this “Risk Factors” section:

●	the<br> commencement, enrollment, or results of current and future preclinical studies and clinical trials and trials we may conduct, or<br> changes in the development status of our product candidates;
●	any<br> delay in our regulatory filings for our product candidates and any adverse development or perceived adverse development with respect<br> to the applicable regulatory authority’s review of such filings, including, without limitation, the issuance by the FDA of<br> a “refusal to file” letter or a request for additional information;
●	adverse<br> results or delays in clinical trials;
●	our<br> decision to initiate a preclinical study or clinical trial, not to initiate a preclinical study or clinical trial or to terminate<br> an existing preclinical study or clinical trial;
●	adverse<br> actions taken by regulatory agencies with respect to our preclinical studies or clinical trials, manufacturing supply chain or sales<br> and marketing activities, including failure to receive regulatory approval of our product candidates;
●	changes<br> in laws or regulations, including, but not limited to, preclinical study or clinical trial requirements for approvals;
●	any<br> adverse changes to our relationship with manufacturers or suppliers;
●	manufacturing,<br> supply or distribution shortages;
●	our<br> failure to commercialize our product candidates;
●	changes<br> in the structure of healthcare payment systems;
●	additions<br> or departures of key scientific or management personnel;
●	unanticipated<br> serious safety concerns related to the use of our product candidates;

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| --- | | ● | disputes or other developments relating to proprietary rights, including patents, litigation matters, and our ability to obtain patent protection for our technologies; | | --- | --- | | ● | variations in our results of operations; | | ● | our cash position; | | ● | our failure to meet the estimates and projections of the investment community or that we may otherwise provide to the public; | | ● | publication of research reports about us or our industry, or in vivo and ex vivo cell engineering products in particular, or positive or negative recommendations or withdrawal of research coverage by securities analysts; | | ● | announcements made by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures, or capital commitments; | | ● | our inability to establish collaborations, if needed; | | ● | our ability to effectively manage our growth; | | ● | the size and growth of our initial target markets; | | ● | changes in the market valuations of similar companies; | | ● | press reports, whether or not true, about our business; | | ● | sales or perceived potential sales of our common stock by us or our stockholders in the future; | | ● | overall fluctuations in the equity markets; | | ● | ineffectiveness of our internal controls; | | ● | changes in accounting practices or principles; | | ● | changes or developments in the global regulatory environment; | | ● | litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors; | | ● | general political and economic conditions; and | | ● | other events or factors, many of which are beyond our control. |

In addition, the stock market in general and biopharmaceutical companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance. If the market price of our common stock after this offering does not exceed the initial public offering price, you may not realize any return on and may lose some or all of your investment.

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Ourquarterly operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, eachof which may cause our stock price to fluctuate or decline.

We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors, including:

●	timing<br> and variations in the level of expense related to the current or future development of our programs;
●	timing<br> and status of enrollment for our clinical trials;
●	results<br> of clinical trials, or the addition or termination of clinical trials or funding support by us or potential future partners;
●	our<br> execution of any collaboration, licensing or similar arrangements, and the timing of payments we may make or receive under potential<br> future arrangements or the termination or modification of any such potential future arrangements;
●	any<br> intellectual property infringement, misappropriation or violation lawsuit or opposition, interference or cancellation proceeding<br> in which we may become involved;
●	additions<br> and departures of key personnel;
●	strategic<br> decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes<br> in business strategy;
●	if<br> any product candidate we may develop receive regulatory approval, the timing and terms of such approval and market acceptance and<br> demand for such product candidates;
●	the<br> timing and cost to establish a sales, marketing and distribution infrastructure to commercialize any products for which we may obtain<br> marketing approval and intend to commercialize on our own or jointly with current or future collaborators;
●	regulatory<br> developments affecting current or future product candidates or those of our competitors;
●	the<br> amount of expense or gain associated with the change in value of the success payments and contingent consideration; and
●	changes<br> in general market and economic conditions.

If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our stock to fluctuate substantially. We believe that quarterly comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance.

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Ifwe take advantage of specified reduced disclosure requirements applicable to a “smaller reporting company”, the informationthat we provide to stockholders may be different than they might receive from other public companies.

As a company with less than $100 million in revenue during our last fiscal year and a public float of less than $250 million, we qualify as a “smaller reporting company”. As a smaller reporting company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

●	Only<br> two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly<br> reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;
●	Reduced<br> disclosure about our executive compensation arrangements;
●	Exemption<br> from the auditor attestation requirement in the assessment of our internal control over financial reporting.

As a result of our status as a “smaller reporting company,” the information that we provide stockholders may be different than you might get from other public companies in which you hold stock.

Wecould be subject to securities class action litigation.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which would harm our business, operating results, or financial condition. Additionally, the dramatic increase in the cost of directors’ and officers’ liability insurance may cause us to opt for lower overall policy limits or to forgo insurance that we may otherwise rely on to cover significant defense costs, settlements, and damages awarded to plaintiffs.

Ourability to use our net operating loss carryforwards and certain other tax attributes may be limited.

Under the Tax Cuts and Jobs Act of 2017, as modified by the Coronavirus Aid, Relief, and Economic Stability Act, or CARES Act, our federal net operating losses, or NOLs, generated in tax years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal NOLs in tax years beginning after December 31, 2020, is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to the Tax Cuts and Jobs Act of 2017, or the CARES Act. In addition, Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards, or NOLs, and other pre-change tax attributes (such as research and development tax credits) to offset its post-change income or taxes may be limited. Shifts in our stock ownership (some of which are outside our control). As a result, our ability to use our pre-change NOLs and tax credits to offset post-change taxable income, if any, could be subject to limitations. Similar provisions of state tax law may also apply. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

ITEM

1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

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ITEM

1C. CYBERSECURITY.

Due to the size of the Company and minimal activity level, record keeping requirements are also minimal. All records are tightly maintained in one secure location with no utilization of servers or cloud-based services. We do not engage any assessors, consultants, auditors or other third parties in connection with our cybersecurity risk management at this time.

As of the year ended December 31, 2024, the Company has had no cybersecurity incidents or been at risk from cybersecurity threats that have materially affected or were reasonably likely to materially affect our business strategy, results of operations or financial condition.

ITEM

PROPERTIES.

Our corporate headquarters is located at 57 West 57^th^ Street, New York, NY 10019 under an annual lease. The telephone number at such address is (646) 416-7896. We believe that our facilities are adequate and suitable for our current operations. To the extent that other office space is required, we believe that such space is readily available.

ITEM

LEGAL PROCEEDINGS.

We are currently not 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

MINE SAFETY DISCLOSURES.

Not applicable.

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PART

ITEM

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Marketfor Common Equity and Related Stockholder Matters

Our common stock is currently quoted under the symbol “CLCS” on the OTC Market’s Pink Limited Market.

As of April 6, 2026, there were 231 holders of record of our common stock.

Dividends

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Warrants

As of December 31, 2024, we had outstanding warrants to purchase an aggregate of 20,769,303 shares of common stock with a weighted average exercise price of $0.97 per share.

SecuritiesAuthorized for Issuance Under Equity Compensation Plans

Our Board of Directors adopted the 2019 Equity Incentive Plan (the “Plan”) in August 2019. A total of 7,900,000 shares of common stock were initially reserved for issuance under the Plan and the number of reserved shares increases on the first day of each year in an amount equal to the lesser of 3% of the number of shares of common stock outstanding on the last day of the preceding year or the amount determined by our Board of Directors. As of December 31, 2024, a total of 6,177,114 shares of common stock were reserved for issuance under the Plan. The Plan permits the Board of Directors to issue stock options, stock appreciation rights, restricted stock, restricted stock units, performance and other awards to employees, consultants and directors of the Company. As of the date of filing, the Company’s shareholders have not approved the Plan. The number of stock options outstanding under the Plan, the weighted average exercise price of the outstanding options, and the number of securities remaining available for issuance as of December 31, 2024 were as follows:

EQUITY

COMPENSATION PLAN TABLE

Plan<br> category		Weighted- average exercise price of outstanding options, warrants and rights<br> <br>(b)
Equity compensation plans approved<br> by security holders	—		—	—
Equity compensation plans<br> not approved by security holders	6,932,004	$	0.83	6,177,114
Total	6,932,004	$	0.83	6,177,114

Salesof Unregistered Securities

In November 2024, we issued 352,960 shares of common stock to accredited investors upon the conversion of 35,296 shares of the Company’s Series C Convertible Preferred Stock. We relied upon the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”) in connection with this transaction.

In November 2024, we issued 214,287 shares of common stock to two accredited investors at a purchase price of $0.35 per share. For each share purchased the investors were issued a five-year warrant to purchase one share of common stock at an exercise price of $.35 per share. We relied upon the exemption provided by Section 4(a)(2) of the Securities Act in connection with these transactions.

During the three months ended December 31, 2024, we issued 274,293 units to accredited investors at a price of $7.50 per unit. Each unit consisted of one share of Series B Preferred Stock and a warrant to purchase 11.25 shares of common stock at an exercise price of $0.75 per share. We relied upon the exemption provided by Section 4(a)(2) of the Securities Act in connection with these transactions.

IssuerPurchases of Equity Securities

None.

ITEM

[RESERVED]

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ITEM

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

ThisManagement Discussion and Analysis (“MD&A”) contains “forward-looking statements,” which represent our projections,estimates, expectations or beliefs concerning among other things, financial items that relate to management’s future plans or objectivesor to our future economic and financial performance. In some cases, you can identify these statements by terminology such as “may,”“should,” “plans,” “believe,” “will,” “anticipate,” “estimate,”“expect,” “project” or “intend,” including their opposites or similar phrases or expressions.

Youshould be aware that these statements are projections or estimates as to future events and are subject to a number of factors that maytend to influence the accuracy of the statements. These forward-looking statements should not be regarded as a representation by theCompany or any other person that the events or plans of the Company will be achieved. You should not unduly rely on these forward-lookingstatements, which speak only as of the date of this MD&A. Except as may be required under applicable securities laws, we undertakeno obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this MD&A orto reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe under “Risk Factors”in this Annual Report on Form 10-K. Actual results may differ materially from any forward-looking statement.

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, the commercial arm of the Weizmann Institute. We have recently shifted the focus of our research and development efforts to MD Anderson.

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 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 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 (recipient) 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 (currently in a clinical trial in the US) 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 plan 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.

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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<br> broader set of cancers, including solid tumors, that can potentially be treated effectively using genetically modified cells such<br> as CAR-T cell therapy, but also face efficacy and economic constraints due to limited persistence based on immune system issues (i.e.,<br> the need to be able to safely and efficiently deliver allogeneic CAR-T therapy). Inducing sustained tolerance to CAR-T cells may<br> bring reduced cost and increased efficacy by allowing for off-the-shelf (vs. patient-derived) treatments with more persistent<br> cancer killing capability.
●	Organ<br> failure and transplantation. A variety of conditions can be treated by the transplantation of vital organs. However, transplantation<br> is limited both by the insufficient supply of available donor organs and the need for lifelong, daily anti-reject treatments post-transplant.<br> Haploidentical organ transplants, with sustained chimerism, have the potential to make life saving transplants accessible to the<br> majority of patients, with the prospect of improved life quality and expectancy.
●	Non-malignant<br> hematological conditions (such as type one diabetes and sickle cell anemia) which could, in many cases, also be more effectively<br> treated by stem cell transplantation if the procedure could be made safer and more accessible by inducing sustained tolerance in<br> the stem cell transplant recipient.

●

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-reject 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.

HumanCapital 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.

RecentDevelopments

BridgeFunding

Subsequent to December 31, 2024, the Company received net proceeds of $200,000 from an investor and issued a note payable in the principal amount of $285,714 pursuant to a note purchase agreement which provides that the investor will loan an additional $800,000 in seven tranches upon the occurrence of certain events, including the completion by the Company of certain filings with the Securities Exchange Commission. If all tranches are funded, the aggregate principal amount of the notes issued pursuant to the Note Purchase Agreement will be $1,428,571. The note is secured by substantially all of the assets of the Company and is convertible into shares of the Company’s common stock in the event of a default under the note at a conversion price equal to 65% of the trading price of the Company’s common stock during the 20-trading day period prior to conversion. The notes were due on February 24, 2026. As of the date of this filing, this note was past due. The Company issued 1,714,286 shares of common stock (the “Origination Shares”) and a warrant to purchase 571,429 shares of common stock at an exercise price of $0.25 per share to the investor pursuant to the terms of the note purchase agreement. If all tranches are funded, the Company will be required to issue warrants to purchase an additional 2,285,714 shares of common stock to the investor. The investor has been granted “piggyback” registration rights with respect to the Origination Shares and the shares issuable upon conversion of the notes and exercise of the warrants and rights to participate in future financings. The Company will be required to issue additional shares of common stock to the investor if the market value of the Origination Shares falls below $428,571.

Subsequent to December 31, 2024, the Company completed a private placement of original issue discount convertible notes payable in the aggregate principal amount of $1,875,000. The Company received net proceeds of $1,500,000 from the offering. The notes bear interest at a rate of 10% per annum and are convertible into shares of the Company’s common stock at a conversion price equal to 90% of the lowest volume weighted average price of the common stock during the ten trading days prior to conversion. The notes become due upon the earlier of June 17, 2026 or the listing of the Company’s common stock on the Nasdaq Capital Market or another national securities exchange. For each $100,000 invested, investors in the offering received a five-year warrant to purchase the Company’s common stock at an exercise price of $0.40 per share. A total of 1,875,000 warrants were issued in the offering.

PreclinicalResults 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 2025. 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 showing consistent 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.

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PrivatePlacement 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 sold 308,126 units for gross proceeds of $2,311,000 and issued warrants to purchase 3,446,500 shares of the Company’s common stock.

Risksand Uncertainties

As of December 31, 2024 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.

Litigation

In January 2019, the holder of a promissory note in the principal amount of $250,000 due on March 16, 2016 instituted a collection action in the Supreme Court of the State of New York, County of New York. On June 12, 2019, the plaintiff served a motion for summary judgment through the Secretary of State which was heard on July 12, 2019 and granted. The Company contended that it was not given sufficient notice under the applicable statute and did not have an opportunity to oppose the motion. Judgment was entered in October 2019 in the amount of $267,680. The Company brought a motion to vacate based on the jurisdictional defect of the motion in not providing the required amount of time, but that motion was denied in February 2021 without properly addressing the jurisdictional issues raised by the Company. The Company appealed the denial and then filed a motion to Renew and Reargue the motion to vacate based on the Court’s failure to address critical issues. That motion was also denied on April 15, 2021 without addressing the Company’s arguments. The Company appealed the second denial as well and pursued both appeals in a consolidated manner so as to resolve all issues together. Each of the appeals was denied and there is no further opportunity to appeal. While the Company’s motions were pending, the plaintiff commenced steps to collect judgment. During the year ended December 31, 2021, $103,088 of a $250,000 deposit made with the court by a third party on behalf of the Company was released to an officer of the court and has been accounted for as partial note repayment, with an additional $146,912 due under the note repaid by a release of the remaining deposit to an officer of the court during the year ended December 31, 2022, which was also accounted for as a note repayment. In August 2023, a supplemental judgment of $38,838 was entered against the Company. Inasmuch, as there were no further opportunities to appeal, in June 2024, the Company resolved this matter by making a final payment of $135,000 and the plaintiff agreed to cease the pursuit of additional sanctions against the Company and filed a satisfaction of judgment.

TaxLaw Change

On July 4, 2025, the President signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”). The legislation includes numerous changes to U.S. corporate income tax law, including but not limited to: permanent 100% bonus depreciation for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business interest expense, increased Section 179 expensing limits, changes to the international tax regime, and expanded limitations on the deductibility of executive compensation under IRC Section 162(m). Most provisions are effective for tax years beginning after December 31, 2024, with certain transition rules and exceptions. The Company is currently evaluating the impact of the Tax Reform Act of 2025 on its consolidated financial statements. The effects of the new law, including remeasurement of deferred tax assets and liabilities and changes to current and future tax expense, will be reflected in the period of enactment and in future periods as additional guidance is issued and the Company completes its analysis.

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ConsolidatedResults of Operations

YearEnded December 31, 2024 Compared with the Year Ended December 31, 2023

Researchand Development

Research and development expense was $1,898,081 and $1,577,995 for the years ended December 31, 2024 and 2023, respectively, an increase of $320,086, or 20%. This increase is mainly attributable to patient enrollment milestones of $448,247 being achieved during the 2024 period, compared to one $105,505 enrollment milestone achieved in the 2023 period.

Losson Legal Settlement

During the years ended December 31, 2024 and 2023, we recognized a loss on legal settlement of $0 and $142,600, respectively. The loss on legal settlement in 2023 was attributable to the issuance of a $50,000 convertible note payable, a five-year warrant to purchase 180,000 shares of the Company’s common stock at an exercise price of $0.75 per share, and the issuance of 180,000 shares of the Company’s common stock in satisfaction of unspecified damages for an alleged wrongful refusal to authorize the Company’s transfer agent to remove restrictive legends from the shares held by the shareholder.

Generaland Administrative

General and administrative expense was $1,942,163 and $2,604,751 for the years ended December 31, 2024 and 2023, respectively, a decrease of $662,588, or 25%. This decrease is primarily attributable to decreases in legal expenses of $441,856, due to various legal matters that occurred in 2023, stock-based compensation expense of $142,545 and consulting expenses of $210,000, due to a decrease in various consulting services. This was partially offset by an increase in external expenses of $72,403, and payroll expense of $78,577.

InterestExpense

Interest expense for the years ended December 31, 2024 and 2023 was $778,386 and $668,117, respectively, an increase of $110,269, or 17%. This increase is primarily associated with an increase in the balance of interest-bearing notes outstanding during the 2024 period compared to the prior period.

InterestExpense - Amortization of Debt Discount

Amortization of debt discount was $309,914 and $380,569 for the years ended December 31, 2024 and 2023, respectively, a decrease of $70,655, or 19%. This decrease is primarily associated with a majority of the debt discount being fully amortized during 2023.

Changein Fair Value of Derivative Liability

For the years ended December 31, 2024 and 2023, we recognized a gain on the change in fair value of derivative liability of $398,009 and $10,900, respectively, an increase of $387,109. The change in fair value of derivative liability is attributable to the decrease in fair value of the Company’s common stock during 2024.

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Gainon Extinguishment of Note Payable

Gain on extinguishment of note payable was $17,893 and $41,920 for the years ended December 31, 2024 and 2023, respectively, a decrease of $24,027, or 57%. This decrease is primarily attributable to the exchange of a $100,000 note occurring during the 2023 period as compared to a $30,000 note during the 2024 period.

Liquidityand Going Concern

We measure our liquidity in a number of ways, including the following:

	December<br> 31,
	2024			2023
Cash	$	74,631		$	22,203
Working capital deficiency	$	(18,537,836	)	$	(15,611,543	)

During the year ended December 31, 2024, we did not generate any revenues, had a net loss of $4,512,642 and had used cash in operations of $2,684,162. As of December 31, 2024, we had a working capital deficiency of $18,537,836 and an accumulated deficit of $46,180,030. As of December 31, 2024, and through the date of this filing, notes payable with principal amounts totaling $2,588,593 and $11,015,939, respectively, were past due. Subsequent to December 31, 2024 and as more fully described in Note 14, Subsequent Events, the Company received aggregate proceeds of $3,171,751 from the issuance of notes payable, $310,000 from the issuance of Series B Convertible Preferred Stock and $250,000 from the issuance of Common Stock. 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. Our ability to continue our operations is dependent on the execution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. We may need to incur additional liabilities with certain related parties to sustain our existence. If we were not to continue as a going concern, we would likely not be able to realize our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of our financial statements.

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 years ended December 31, 2024 and 2023, our sources and uses of cash were as follows:

NetCash Used in Operating Activities

We experienced negative cash flows from operating activities for the years ended December 31, 2024 and 2023 in the amounts of $2,684,162 and $2,347,891, respectively. The net cash used in operating activities for the year ended December 31, 2024 was primarily due to cash used to fund a net loss of $4,512,642 adjusted for net non-cash expenses in the aggregate amount of $47,612, partially offset by $1,780,868 of net cash provided by changes in the levels of operating assets and liabilities. The net cash used in operating activities for the year ended December 31, 2023 was primarily due to cash used to fund a net loss of $5,321,212 adjusted for net non-cash expenses in the aggregate amount of $754,834, partially offset by $2,218,487 of net cash provided by changes in the levels of operating assets and liabilities.

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NetCash Provided by Financing Activities

Net cash provided by financing activities for the years ended December 31, 2024 and 2023 was $2,736,590 and $2,147,429, respectively. The net cash provided by financing activities during the year ended December 31, 2024 was attributable to $640,626 of proceeds from issuance of common stock and warrants, $1,151,000 of proceeds from the issuance of Series B Convertible Preferred Stock and warrants, approximately $846,637 of proceeds from the issuance of notes, related party and convertible notes payable, proceeds from advances payable and advances payable – related party of $159,675 partially offset by the repayment of a financing liability in the amount of $48,548 and $12,500 related to the repayment of notes payable. The net cash provided by financing activities during the year ended December 31, 2023 was attributable to $1,596,978 of proceeds from the issuance of convertible notes payable, $799,918 of proceeds received from Convertible Series B Preferred stock subscriptions, and $30,000 of proceeds from the issuance of notes payable, partially offset by $279,467 of repayments of financing liability.

Off-BalanceSheet Arrangements

We do not have any off-balance sheet arrangements.

RecentlyIssued Accounting Pronouncements

For recently issued accounting announcements, see “Recent Accounting Standards” in Note 3, Summary of SignificantAccounting Policies in the notes to our consolidated financial statements included in this Annual Report on Form 10-K.

CriticalAccounting 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.

Management has identified certain critical accounting estimates which are outlined below. In addition, there are other items within our financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.

Valuationof the Company’s Common Stock Price

Since 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. During the year ended December 31, 2024, the Company obtained a third-party valuation of its common stock as of December 31, 2024 and July 1, 2024 which was considered in management’s estimation of fair value during the year ended December 31, 2024. 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.

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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, specifically, issuances of convertible notes and Series B Convertible Preferred Stock during 2024 and 2023, in determining fair value. When applying the Backsolve method, the Company evaluated the below valuation inputs:

1)	Total<br> equity value of the Company
2)	Application<br> the Black-Scholes option pricing method (“OPM”) to the various classes of convertible<br> securities outstanding as of each of the valuation dates outlined above.
3)	Application<br> of a probability-weighted average present value to the various classes of various classes<br> of convertible securities.
4)	The<br> total value of each share class was divided by the security’s respective fully diluted<br> shares outstanding, in order to calculate the per share value for each security on a marketable<br> basis.

Under the OPM, it was determined the Company’s common stock had a fair value of $0.19 and $0.28 per share 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.

As of December 31, 2023 and July 1, 2023 under the OPM, it was determined the Company’s common stock had a fair value of $0.26 and $0.34 per share, respectively, which included a discount for lack of marketability of 25%. Furthermore, the independent appraisal determined the Company’s expected volatility was 65% and 80% as of December 31, 2023 and July 1, 2023 respectively, by evaluating historical and implied volatilities of guideline companies.

ITEM

7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our consolidated financial statements are presented following the signature page to this report.

ITEM

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

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ITEM

9A. CONTROLS AND PROCEDURES.

DisclosureControls 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 Annual 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 consolidated financial statements in conformity with United States generally accepted accounting principles.

In connection with the preparation of this Annual 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 December 31, 2024, our disclosure controls and procedures were effective.

InternalControl over Financial Reporting

Management’sAnnual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, our Principal Executive and Financial Officer, and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and the disposition of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that receipts and expenditures are being made only in accordance with authorizations of our management and Board of Directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our principal executive and financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 Framework). Based on this evaluation under the 2013 Framework, our principal executive and financial officer concluded that our internal control over financial reporting was effective as of December 31, 2024.

Changesin Internal Controls

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 December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitationsof the Effectiveness of Control

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations of any control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

AttestationReport of Registered Public Accounting Firm

This Annual Report does not contain an attestation report of our independent registered public accounting firm regarding internal control over financial reporting since the rules for smaller reporting companies provide for this exemption.

ITEM

9B. OTHER INFORMATION.

None.

ITEM

9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

None.

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PART

III

ITEM

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Below are the names and certain information regarding the Company’s executive officers and directors:

Name	Age	Title(s)
Dennis<br> Brown	76	Director<br> (Chairman)
Itamar<br> Shimrat	66	Chief<br> Executive Officer, Chief Financial Officer
Darlene<br> Soave	82	Director
George<br> Verstraete	72	Director

Dr.Dennis M. Brown, PhD, was elected Director of the Company on June 30, 2014 and as Chairman of the Board on May 18, 2015. Dr. Brown became the Chair of our Audit Committee in September 2015. Dr. Brown is a founder and Chief Scientific Officer of Kintara Therapeutics, Inc. (Nasdaq: KTRA). Dr. Brown has more than thirty years of drug discovery and development experience. Since 2000 to the present, Dr. Brown has served as Chairman of Mountain View Pharmaceutical’s Board of Directors and is the President of Valent. Dr. Brown has focused over the past 5 years on the development of Kintara (formerly under the name DelMar Pharmaceuticals), (serving as its Chief Scientific Officer since January 25, 2013 and Director since February 11, 2013. His extensive technical expertise, successful track record as an inventor, executive and director in the field of medical technology position him as an authoritative voice on the scientific, intellectual property, finance and commercialization and well as general management issues for Cell Source both now and in the future. In 1999 he founded ChemGenex Therapeutics, which merged with a publicly traded Australian company in 2004 to become ChemGenex Pharmaceuticals (ASX: CXS/NASDAQ: CXSP), of which he served as President and a Director until 2009. He was previously a co-founder of Matrix Pharmaceutical, Inc., where he served as Vice President (VP) of Scientific Affairs from 1985-1995 and as VP, Discovery Research, from 1995-1999. He also previously served as an Assistant Professor of Radiology at Harvard University Medical School and as a Research Associate in Radiology at Stanford University Medical School. He received his B.A. in Biology and Chemistry (1971), M.S. in Cell Biology (1975) and Ph.D. in Radiation and Cancer Biology (1979), all from New York University. Dr. Brown is an inventor of about 34 issued U.S. patents and applications, many with foreign counterparts. Dr. Brown’s scientific knowledge and experience qualifies him to serve on our Board of Directors.

ItamarShimrat, CEO and CFO, is a Canadian businessman and a founding member of Cell Source Israel. Since Cell Source Israel’s inception, Mr. Shimrat served as a Chief Financial Officer and he served as a Director from Cell Source Israel’s inception until May 2022. In October 2013, he was appointed Chief Executive Officer. From March 2009 through September 2011, Mr. Shimrat served as Chief Financial Officer and Director of Rainbow Energy Ltd. From September 2011 through October 2013, Mr. Shimrat served as Chief Financial Officer and Director of Cell Source Ltd. From August 2012 to present, Mr. Shimrat served as Director of Step Up - Olim Madrega Inc. From October 2013 to March 2022, Mr. Shimrat served as Chief Executive Officer and Director of Cell Source Ltd. Previously, Mr. Shimrat served as an Executive Vice President at First International Bank of Israel from March 2005 until April, 2008. Prior to 2008, he served as a senior manager at McKinsey & Company’s Tel Aviv office after having being elected Partner at Mitchell Madison Group and consulting for Bain & Co. Mr. Shimrat led major profit improvement programs for leading corporations ranging from American Express and Barclays to El Al Airlines. He has been a Director of two private companies: Rainbow Energy Ltd., a company in the renewable energy industry, and Step Up - Olim Madrega Ltd., a company in the wheelchair industry, and also was on the Allocations Committee of Matan, a leading Israeli philanthropic organization. He holds an MBA with Distinction from the Ivey Business School of the University of Western Ontario in Canada. Itamar brings to Cell Source significant knowledge and experience in the area of corporate finance.

DarleneSoave was appointed to the Company’s Board of Directors effective March 25, 2021. Ms. Soave, a native of Detroit, was a Co- founder and Director of Soave Enterprises, a diversified management and investment company. 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. 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. Ms. Soave’s extensive business experience qualifies her to serve on our Board of Directors.

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GeorgeVerstraete was appointed to the Company’s Board of Directors in March 2022. Mr. Verstraete is an entrepreneur who has owned and/or managed various enterprises since 1980. An expert in real estate development and property management, Mr. Verstraete currently serves as President of DGR Management. He also serves as a Director of Southern Desert Operations LLC.

The Company’s directors are elected at the annual meeting of shareholders to hold office until the annual meeting of shareholders for the ensuing year or until their successors have been duly elected and qualified. Officers are elected annually by the Board of Directors and serve at the discretion of the Board.

BoardLeadership Structure and Role in Risk Oversight

Due to the small size and early stage of the Company, we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined. Dr. Brown serves as the Chairman whereas Mr. Shimrat serves as the Chief Executive Officer.

Our Board of Directors (“Board”) is primarily responsible for overseeing our risk management processes on behalf of the Company. The Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our Company’s assessment of risks. In addition, the Board focuses on the most significant risks facing our Company and our Company’s general risk management strategy, and also ensures that risks undertaken by our Company are consistent with the Board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.

Involvementin Certain Legal Proceedings

Our directors and executive officers have not been involved in any of the following events during the past ten years:

1.	any<br> bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer<br> either at the time of the bankruptcy or within two years prior to that time;
2.	any<br> conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor<br> offenses);
3.	being<br> subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,<br> permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking<br> activities or to be associated with any person practicing in banking or securities activities;
4.	being<br> found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated<br> a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5.	being<br> subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed,<br> suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law<br> or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or<br> fraud in connection with any business entity; or
6.	being<br> subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,<br> any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members<br> or persons associated with a member.

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Codeof Ethics

We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because of the small number of persons involved in the management of the Company.

BoardMeetings and Attendance

During the year ended December 31, 2024, the Company’s Board of Directors held one meeting and acted by written consent on 14 occasions.

NominatingCommittee

We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.

AuditCommittee

The Audit Committee of the Board of Directors operates under a charter that has been approved by the Board of Directors. The Audit Committee of the Board of Directors is responsible for overseeing our accounting and financial reporting processes and the audits of our financial statements. From April 2019 until July 2022 the members of the Audit Committee were Dennis Brown (Chair), Ben Friedman and Itamar Shimrat. Mr. Friedman resigned his position as a member of the Company’s Board of Directors in July 2022 and has since been replaced by George Verstraete.

The Board of Directors determined that Mr. Shimrat, also a member of the Audit Committee, is an “audit committee financial expert,” as that is defined in Item 407(d)(5) of Regulation S-K. The Board of Directors has determined that Dr. Brown is an “independent director” and an “audit committee financial expert” based upon said definitions. The Audit Committee held 4 meetings during the fiscal year ended December 31, 2024.

DelinquentSection 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of the issued and outstanding shares of our common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, during the fiscal year ended December 31, 2024, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with, except that Forms 4 required to be filed by (i) each of Dennis Brown, Darlene Soave and Phyllis Friedman Investment ULC to report the issuance of shares of common stock as payment of in-kind dividends on the shares of Series A Preferred Stock that they own, (ii) Darlene Soave to report the purchase of Series B Preferred Stock and (iii) Darlene Soave and George Verstraete to repot the receipt of warrants have not yet been filed.

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ITEM

EXECUTIVE COMPENSATION.

The following table sets forth all compensation earned in respect of the Company’s principal executive officer (“PEO”) for 2024 and 2023:

Name<br> and Principal Position	Year		Salary		Bonus		Stock<br> <br><br> Awards		Option<br> <br><br> Awards		All<br> Other <br><br> Compensation		Total
Itamar Shimrat		2024	$	211,271	$	-	$	-	$	-	$	-	$	211,271
		2023	$	204,290	$	-	$	-	$	-	$	-	$	204,290

DirectorCompensation

The following table sets forth certain information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2024:

									Change in
									Present Value
			Fees Earned						and Nonqualified
			or				Option		Deferred
			Paid In		Stock		Awards		Compensation		All Other
	Year		Salary		Awards		(1)		Earnings		Compensation		Total
Dennis Brown		2024	$	-	$	-	$	-	$	-	$	-	$	-
Darlene Soave		2024	$	-	$	-	$	-	$	-	$	-	$	-
George Verstraete		2024	$	-	$	-	$	-	$	-	$	-	$	-

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OutstandingEquity Awards at Fiscal Year End

The following table presents the outstanding equity awards held as of December 31, 2024 by our sole executive officer.

Option<br> Awards							Stock<br> Awards
Name	Number<br> of <br><br> Securities <br> Underlying <br> Unexercised <br> Options (#) <br> Exercisable	Number<br> of <br> Securities <br> Underlying <br> Unexercised <br> Options (#) <br> Unexercisable	Equity<br> <br> Incentive <br> Plan <br> Awards: <br> Number of <br> Securities <br> Underlying <br><br> Unexercised <br> Unearned <br> Options (#)		Option<br> Exercise Price ()	Option<br> <br><br> Expiration <br> Date	Number<br> <br><br> of <br> Shares <br> or Units <br> of <br> Stock <br> That <br> Have <br> Not <br> Vested <br> (#)	Market<br> <br> Value <br> of <br> Shares <br> or <br> Units <br> of <br> Stock <br> That <br> Have<br> <br> Not <br> Vested <br> ($)	Equity<br> <br> Incentive <br> Plan <br> Awards: <br> Number of <br> Unexercised <br> Shares, <br> Units<br> or <br> Other <br> Rights That <br> Have Not <br> Vested (#)	Equity<br> Incentive<br> Plan Awards:<br> Market or Payout<br> Value of Unearned<br> Shares, Units<br> <br>or<br> Other Rights<br> That Have Not<br> Vested ($)
Itamar Shimrat	1,350,000	—	—	$	1.00	3/8/2026	—	—	—	—

All values are in US Dollars.

(1)	The<br> exercise price of this option is equal to the Fair Market Value of the Shares on the date of grant (as defined in the Company’s<br> 2019 Equity Incentive Plan).

RiskManagement

The Company does not believe risks arising from its compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company.

EquityGrant Committee

In August 2020, the Board of Directors created an Equity Grant Committee and authorized it to make equity awards to employees, consultants and other service providers. Mr. Brown and Mr. Shimrat are the current members of the Equity Grant Committee. The Equity Grant Committee acted by written consent on 2 occasions during the year ended December 31, 2024.

CompensationCommittee Interlocks and Insider Participation

Currently, the Board of Directors does not have a standing compensation committee, or a committee performing similar functions, except for the Equity Grant Committee. During the fiscal year ended 2024, the entire Board of Directors deliberated with respect to executive compensation.

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ITEM

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following tables set forth certain information, as of the date set forth below, with respect to the beneficial ownership of the outstanding Common Stock and Series B Preferred Stock by (i) any holder of more than five (5%) percent of the applicable class; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

of Common Stock Beneficially Owned(1)

As

of April 6, 2026

Name and Address of Beneficial Owner(2):	Common Stock
Itamar Shimrat, Chief Executive Officer, Chief Financial Officer and Director		3,050,004	(6)	4.33	%				4.15	%
Dennis Brown, Director (Executive Chairman)		1,331,407	(7)	1.93	%				1.85	%
Darlene Soave, Director		9,487,319	(8)	12.60	%	46,667	15.5	%	12.18	%
George Verstraete, Director		3,428,000	(9)	4.80	%				4.60	%
All directors and executive officers as a group (4 persons)		17,296,730		21.02	%	46,667	15.15	%	20.37	%
Yair Reisner 1515 Holcombe Boulevard Houston, Texas 77030		5,282,004	(10)	7.51	%				6.92	%
Phyllis Friedman <br> Investment ULC <br> Toronto, Ontario, Canada		8,105,232	(11)	11.53	%	30,000	9.74	%	11.09	%
Cipayo Ltd		609,033	(13)	1.19	%	20,000	6.49	%	0.87	%
Timothy Dieschbourg		1,684,078	(14)	2.45	%	36,800	11.94	%	2.36	%
(1)	Beneficial ownership is<br> determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.<br> Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within<br> 60 days of April 6, 2026 are deemed outstanding for computing the percentage of the person holding such option or warrant but<br> are not deemed outstanding for computing the percentage of any other person.
---	---

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| --- | | (2) | Except as otherwise indicated, the address of each beneficial owner is c/o Cell Source, Inc., 57 West 57^th^ Street, Suite 400, New York, New York 10019. | | --- | --- | | (3) | Based on 67,945,856 shares of common stock issued and outstanding as of April 6, 2026. | | (4) | Based on 308,126 shares of Series B Preferred Stock issued and outstanding as of April 6, 2026. | | (5) | Includes voting power attributable to ownership of common stock and Series B Preferred Stock. | | (6) | Includes 1,350,000 shares of common stock issuable upon the exercise of options to purchase common stock at an exercise price of $1.00 per share and 1,125,000 shares of common stock issuable upon the exercise of options to purchase common stock at an exercise price of $0.75 per share. | | (7) | Includes 1,125,000 shares of common stock issuable upon the exercise of options to purchase common stock at an exercise price of $0.75 per share. | | (8) | Includes 5,140,000 shares of common stock issuable upon the exercise of warrants having an exercise price of $0.75 per share held by a trust of which Ms. Soave serves as trustee, 788,028 shares of common stock issuable upon the exercise of warrants having an exercise price of $1.25 per share held by a trust of which Ms. Soave serves as trustee, 375,000 shares of common stock issuable upon the exercise of options to purchase common stock at an exercise price of $1.00 per share and 562,500 shares of common stock issuable upon the exercise of options to purchase common stock at an exercise price of $.75 per share. | | (9) | Includes 375,000 shares of common stock upon the exercise of options to purchase common stock at an exercise price of $1.00 per share, 562,500 shares of common stock issuable upon the exercise of options to purchase common stock at an exercise price of $.75 per share, 2,000,000 shares of common stock issuable upon the exercise of warrants having an exercise price of $1.00 per share, 490,500 shares of common stock issuable upon the exercise of warrants having an exercise price of $0.75 per share. | | (10) | Includes 5,282,004 shares of common stock issuable upon the exercise of options to purchase common stock at an exercise price of $0.75 per share. | | (11) | Includes 300,000 shares of common stock issuable upon conversion of 30,000 shares of Series B Preferred Stock, 300,000 shares of common stock issuable upon the exercise of options to purchase common stock at an exercise price of $0.75 per share, 750,000 shares of common stock issuable upon the exercise of warrants having an exercise price of $.35 per share and 1,025,000 shares of common stock issuable upon the exercise of warrants having an exercise price of $.75 per share. | | (12) | Includes 666,790 shares of Common Stock issuable upon conversion of 66,679 shares of Series B Preferred Stock and 175,000 shares of Common Stock issuable upon the exercise of warrants having an exercise price of $.75 per share. | | (13) | Includes 200,000 shares of Common Stock issuable upon conversion of Series B Preferred Stock and 225,000 shares of Common Stock issuable upon the exercise of warrants having an exercise price of $.75 per share. | | (14) | Includes 368,060 shares of Common Stock issuable upon conversion of Series B Preferred Stock and 414,000 shares of Common Stock issuable upon the exercise of warrants having an exercise price of $.75 per share. |

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ITEM

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

CertainRelationships and Related Transactions

The Company maintains an exclusive worldwide license to certain intellectual property of Yeda, the commercial arm of the Weizmann Institute, which currently owns 3,155,348 shares of Company common stock. Dr. Reisner, who heads the Reisner Laboratory at MD Anderson, owns options to purchase 3,782,004 shares of Company common stock. See the section entitled “Intellectual Property” in this Annual Report on Form 10-K.

Pursuant to the Yeda license Agreement, Yeda has granted the Company an exclusive worldwide license to certain patents and other intellectual property. The Yeda License Agreement grants Yeda a 4% royalty on sales of patented products. The Company is required to pay Yeda a $50,000 annual license fee until such time as the payment of royalties commences. The Yeda License Agreement contains certain development milestones. If the Company fails to achieve any of the milestones by the dates set forth in the agreement, Yeda is entitled to terminate the license upon written notice to the Company. To date, the Company has been deemed to have met all of the milestones and the next milestone in the agreement is January 1, 20285. Either Yeda or the Company may terminate the agreement and the license after the commitment of a material breach by the other party and in certain other instances as detailed in the agreement.

For the years ended December 31, 2024 and 2023, the Company recorded expenses in operations of approximately $58,000 related to its Agreement with Yeda.

In May 2017, the Company received a loan of $180,000 from an entity owned by Ben Friedman and a loan of $45,000 from an entity owned by David Zolty. Each of Mr. Friedman and Mr. Zolty was a director of the Company at the time of the loans but resigned their positions as directors in July 2022. The loans, which are non-interest bearing and became due on May 18, 2018, remained outstanding as of December 31, 2024. As of December 31, 2024, the Company had accrued an obligation to issue warrants to purchase 49,500 and 198,000 shares, respectively, at an exercise price of $0.75 per share to the entity owned by Mr. Friedman and Mr. Zolty as a result of the Company’s failure to repay these notes by the maturity date.

In December 2018, the Company received a non-interest-bearing short-term advance in the amount of $100,000 from David Zolty, who was a director at the time of the loan. Because the short-term advance was not repaid by the Company on or before January 15, 2019, the Company was required under the terms of the advance to (i) issue to Mr. Zolty warrants to purchase 100,000 shares of common stock on such date and (ii) to further issue warrants to purchase 25,000 shares of common stock for each month that the advance remains outstanding after such date. As of December 31, 2023, the entire amount of the advance was outstanding. As of December 31, 2024, the Company was required to issue warrants to purchase an aggregate of 1,875,000 shares at an exercise price of $0.75 per share to Mr. Zolty in connection with this advance.

The Company has agreed to issue warrants to purchase 134,000 shares of common stock at an exercise price of $0.75 per share to Mr. Zolty in consideration of Mr. Zolty making a $134,000 payment to Yeda on the Company’s behalf in 2016. As of December 31, 2024, the Company had not issued the warrants to Mr. Zolty.

Darlene Soave was appointed to the Company’s Board of Directors effective March 25, 2021. On October 28, 2019, the Company issued a convertible note payable to Ms. Soave that has a principal amount of $6,000,000. The convertible note, as amended in October 2024, bears interest at 10% per annum and matures on April 28, 2025. Ms. Soave has the right, at her option, to convert the note into shares of the Company’s Series B Convertible Preferred Stock at a price of $7.50 per share. Interest accruing under the note will be payable upon the maturity of the note and may be paid at the Company’s option in either cash or shares of the Company’s common stock (calculated based upon $0.75 per share for purposes of calculating the number of shares of common stock to be issued). For each $500,000 advanced under the note, Ms. Soave will be issued a five-year warrant to purchase 400,000 shares of the Company’s common stock at an exercise price of $1.25 per share. During the years ended December 31, 2024 and 2023, the Company received no additional advances. As of December 31, 2024, $3,500,000 of principal under the convertible note was outstanding and the Company had issued warrants to purchase 2,800,000 shares of common stock at an exercise price of $0.75 per share to Ms. Soave. Ms. Soave has assigned the note to a trust for which she serves as trustee. In October 2024, the note was amended to extend the maturity date to April 28, 2025.

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George Verstraete was appointed to the Company’s Board of Directors on March 10, 2022. The Company and Mr. Verstraete entered into a promissory note agreement dated March 10, 2022, whereby Mr. Verstraete, at his discretion, can loan up to $6,000,000 to the Company. Mr. Verstraete agreed to loan an aggregate of $2,500,000 to the Company under the note. The note bears interest at a rate of 10% per annum and will mature twelve months from the date of issuance. Mr. Verstraete has the right, at his option, to convert the note into shares of the Company’s Series B Convertible Preferred Stock at a conversion price of $7.50 per share. Interest accruing under the note will be payable upon the maturity of the note and may be paid at the Company’s option in either cash or shares of the Company’s common stock (calculated based upon $0.75 per share for purposes of calculating the number of shares of common stock to be issued). For each $500,000 advanced under the note, Mr. Verstraete will be issued a warrant to purchase 400,000 shares of the Company’s common stock at an exercise price of $1.25 per share. Each warrant will have a five-year term. In February 2023, the Company entered into an agreement whereby $413,018 of payments made by Mr. Verstraete to third parties on behalf of the Company in June 2022 were characterized as convertible notes payable

related parties. Additional advances totaling $605,000 were made in 2023 and a total of $117,336 was advanced in 2024, which increased the outstanding principal balance to $3,696,707. Mr. Verstraete has assigned the note to a trust for which Darlene Soave serves as trustee. Warrants to purchase a total of 1,377,439 shares of common stock at an exercise price of $1.25 per share have been issued to Mr. Verstraete and the trust in consideration of the advances made under the note. In October 2024, the note was amended to extend the maturity date to March 10, 2025

Each of Ms. Soave and Mr. Verstraete was issued options to purchase 375,000 shares of the Company’s common stock at an exercise price of $1.00 per share in September 2022 in connection with their service as a director of the Company. The options have terms of five (5) years.

In November 2023, a trust for which Darlene Soave serves as trustee purchased 20,000 shares of the Company’s Series B Convertible Preferred Stock and warrants to purchase 225,000 shares of common stock for a purchase price of $150,000.

In November 2023, Phyllis Friedman Investment ULC purchased 10,000 shares of the Company’s Series B Convertible Preferred Stock and warrants to purchase 112,500 shares of common stock for a purchase price of $75.000.

In May 2024, Phyllis Friedman Investment ULC purchased an Original Issue Discount Promissory Note in the principal amount of $150,000 from the Company for a purchase price of $125,000. The note bears interest at a rate of 10% per annum and became due in November 2024. As of December 31, 2024, the entire principal amount of the note remained outstanding. The Company issued a ten-year warrant to purchase 312,500 shares of common stock to Phyllis Friedman Investment ULC in connection with this transaction.

In May 2024, a trust controlled by Darlene Soave purchased an Original Issue Discount Promissory Note in the principal amount of $300,000 from the Company for a purchase price of $250,00. The note bears interest at a rate of 10% per annum and became due in November 2024. As of December 31, 2024, the entire principal amount of the note remained outstanding. The Company issued a ten-year warrant to purchase 156,250 shares of common stock to the trust in connection with this transaction.

DirectorIndependence

None of our directors are independent, as that term is defined under the Nasdaq Marketplace Rules.

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ITEM

PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following is a summary of fees for professional services rendered by our independent registered public accounting firm for the years ended December 31, 2024 and 2023:

	December<br> 31,
	2024		2023
Audit Fees		213,700		189,000
Total		213,700		189,000

Audit fees represent fees for professional services performed for the audit of our annual financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection with statutory and regulatory filings or engagements.

Tax fees were for tax compliance services for the years ended December 31, 2024 and 2023.

The Audit Committee is responsible for the appointment, compensation and oversight of the work of the independent registered public accountants and approves in advance any services to be performed by the independent registered public accountants, whether audit-related or not. The Audit Committee reviews each proposed engagement to determine whether the provision of services is compatible with maintaining the independence of the independent registered public accountants. The fees shown above were pre-approved either by our Board or our Audit Committee.

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PART

ITEM

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

FinancialStatements

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

FinancialStatement 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<br> (1)	Share<br> Exchange Agreement, dated June 30, 2014, by and between Cell Source, Ltd., and Ticket to See, Inc.
3.1<br> (1)	Articles<br> of Association of Cell Source Limited, dated August 14, 2011, as amended on November 11, 2013
3.2<br> (2)	Articles<br> of Incorporation of Ticket to See, Inc., dated June 6, 2012
3.3<br> (3)	Certificate<br> of Amendment to Articles of Incorporation of Ticket to See, Inc., dated June 23, 2014
3.3<br> (4)	Certificate<br> of Amendment to Articles of Incorporation of Ticket to See, Inc., dated May 20, 2014
3.4<br> (2)	Bylaws<br> of Cell Source, Inc., dated June 6, 2012
3.5<br> (18)	Certificate<br> of Designation with respect to Series A Preferred Stock dated November 14, 2016
3.5(a)(30)	Amendment to Certificate of Designation with respect to Series A Preferred Stock
3.6<br> (27)	Certificate<br> of Designation with respect to Series C Preferred Stock dated July 27, 2021
3.6(a)(30)	Amendment to Certificate of Designation with respect to Series C Preferred Stock
3.7(31)	Certificate<br> of Designation with respect to Series B Preferred Stock dated October 30, 2023
4.1<br> (29)	Description<br> of Common Stock
10.1<br> (1)	Form<br> of Subscription Agreement
10.2<br> (1)	Form<br> of Registration Rights Agreement
10.4<br> (1)	Form<br> of Consultant Warrant(8)
10.5<br> (1)	Form<br> of Researcher Company Warrant
10.6<br> (1)	Form<br> of Company Warrant
10.8<br> (1)	Research<br> and License Agreement by and between Yeda Research and Development Company Limited and Cell Source Limited, dated October 3, 2011
10.9<br> (1)	Amendment<br> to Research and License Agreement
10.10<br> (1)	Evaluation<br> and Exclusive Option Agreement by and between Yeda Research and Development Company Limited and Cell Source Limited, dated Oct. 3,<br> 2011 (included in Exhibit 10.7)
10.11<br> (1)	Amendment<br> dated April 1, 2014 to Evaluation and Exclusive Option Agreement by and between Yeda Research and Development Company Limited and<br> Cell Source Limited
10.12<br> (1)	Second<br> Amendment dated June 22, 2014 to Evaluation and Exclusive Option Agreement by and between Yeda Research and Development Company Limited<br> and Cell Source Limited
10.13<br> (1)	Consulting<br> Agreement by and between Cell Source Limited and Professor Yair Reisner
10.14<br> (6)	Form<br> of Amendment No. 1 to Registration Rights Agreement
10.15<br> (7)	Bridge<br> Funding Agreement
10.16<br> (5)	Third<br> Amendment dated June 22, 2014 to Evaluation and Exclusive Option Agreement by and between Yeda Research and Development Company Limited<br> and Cell Source Limited
10.17<br> (8)	Form<br> of Consulting Agreement pursuant to which the Company issued warrants to purchase an aggregate of 2,000,000 shares of the Company’s<br> common stock
10.18<br> (9)	Form<br> of Promissory Note issued to the Company’s Chief Executive Officer
10.19(10)	Form<br> of March 2015 Promissory Note
10.20(10)	Form<br> of March 2015 Warrant
10.21(11)	Form<br> of Note Amendment Letter Agreement

| 81 |

| --- | | 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 | | 10.36(a)(29) | Fifth Amendment to Research and License Agreement dated as of June 30, 2019 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** | | 10.39(a)(20) | Amendment No. 1 to Veto Cell Production and Clinical Trial Program Agreement dated as of April 4, 2019 between Cell Source Limited and the University of Texas M.D. Cancer Center** | | 10.39(b)(28) | Amendment No. 2 to Sponsored Research Agreement dated October 18, 2021 between the University of Texas MD Anderson Cancer Center and Cell Source Ltd. | | 10.39(c)(31) | Amendment No. 3 to Sponsored Research Agreement dated November 15, 2022 between the University of Texas MD Anderson Cancer Center and Cell Source Ltd. | | 10.39(d)(31) | Amendment No. 4 to Sponsored Research Agreement dated November 6, 2023 between the University of Texas MD Anderson Cancer Center and Cell Source Ltd. | | 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** | | 10.41(21) | 2019 Equity Incentive Plan | | 10.42(21) | Stock Option Agreement dated as of August 11, 2019 before Cell Source, Inc. and Yair Reisner | | 10.43(21) | Stock Option Agreement dated as of August 11, 2019 between Cell Source, Inc. and Yair Reisner | | 10.44(21) | Convertible Promissory Note dated July 2, 2019 | | 10.45(21) | Convertible Promissory Note dated May 20, 2019 | | 10.46(21) | Promissory Note dated July 29, 2019 | | 10.47(22) | Convertible Note effective October 28, 2019 | | 10.48(22) | Sixth Amendment to Research and License Agreement effective December 31, 2019 between Yeda Research and Development Company Limited and Cell Source Limited** | | 10.49(23) | Convertible Promissory Note dated January 10, 2020 | | 10.50(23) | Form of Placement Agent Warrant dated February 13, 2020 | | 10.51(24) | Form of Securities Purchase Agreement between Cell Source, Inc. and Purchaser of 10% OID Convertible Promissory Note. | | 10.53(24) | Form of 10% OID Convertible Promissory Note. | | 10.54(24) | Form of Warrant issued to purchaser of 10% OID Convertible Promissory Note. | | 10.54(25) | Form of Warrant issued to Members of Scientific Advisory Board. | | 10.55(25) | Form of Warrant issued to Service Providers. | | 10.56(25) | Form of Director Stock Option Agreement. | | 10.57(25) | Form of Consultant Stock Option Agreement. |

| 82 |

| 83 |

| --- | | (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) | Incorporated by reference to the Company’s Form 10-K/A filed with the Securities and Exchange Commission on June 19, 2019. | | (20) | Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 20, 2019. | | (21) | Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 14, 2019. | | (22) | Incorporated by reference to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 30, 2020. | | (23) | Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 15, 2020. | | (24) | Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 14, 2020. | | (25) | Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020. | | (26) | Incorporated by reference to the Company’s Form 10-K filed with the Securities and Exchange Commission on April 15, 2021. | | (27) | Incorporated by reference to the Company’s Form 10-Q filed by the Company with the Securities and Exchange Commission on August 12, 2021. | | (28) | Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021. | | (29) | Incorporated by reference to the Company’s Form 10-K filed by the Company with the Securities and Exchange Commission on April 15, 2022. | | (30) | Incorporated by reference to the Company’s Form 10-K filed by the Company with the Securities and Exchange Commission on August 8, 2023. | | (31) | Incorporated by reference to the Company’s Form 10-Q filed by the Company with the Securities and Exchange Commission on November 9, 2021. | | (32) | Incorporated by reference to the Company’s Form 10-Q filed by the Company with the Securities and Exchange Commission on August 19, 2024. | | (33) | Incorporated by reference to the Company’s Form 10-Q filed by the Company with the Securities and Exchange Commission on November 14, 2024. | | (34) | Incorporated by reference to the Company’s Form 10-K filed by the Company with the Securities and Exchange Commission on June 24, 2024. | | * | Filed Herewith | | ** | Certain information has been excluded from this exhibit because (i) it is not material and (ii) would be competitively harmful if publicly disclosed. |

ITEM

FORM 10-K SUMMARY.

Not applicable.

| 84 |

| --- |

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:<br> April 6, 2026	By:	/s/ Itamar Shimrat
	Name:	Itamar<br> Shimrat
	Title:	Chief<br> Executive Officer and
		Chief<br> Financial Officer
		(Principal<br> 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	April 6, 2026
	Dennis<br> Brown
By:	/s/ Itamar Shimrat	Chief<br> Executive Officer and Chief Financial Officer	April 6, 2026
	Itamar<br> Shimrat	(Principal<br> Executive, Financial and Accounting Officer)
By:	/s/ Darlene Soave	Director	April 6, 2026
	Darlene<br> Soave
By:	/s/ George Verstraete	Director	April 6, 2026
	George<br> Verstraete

| 85 |

| --- |

CELL

SOURCE, INC.

INDEX

TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 199)	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID: 688)	F-4
Consolidated<br> Balance Sheets as of December 31, 2024 and 2023	F-5
Consolidated<br> Statements of Operations for the Years Ended December 31, 2024 and 2023	F-6
Consolidated<br> Statements of Changes in Stockholders’ Deficiency for the Years Ended December 31, 2024 and 2023	F-7
Consolidated<br> Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-8
Notes<br> to Consolidated Financial Statements	F-9

| F-1 |

| --- |

Report

of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Cell Source, Inc.

Opinionon the Financial Statements

We have audited the accompanying consolidated balance sheet of Cell Source, Inc. and Subsidiary (the “Company”) as of December 31, 2024, the related consolidated statements of operations, changes in stockholders’ deficiency and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

ExplanatoryParagraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

| F-2 |

| --- |

CriticalAudit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the below critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Valuationof Common Stock Price

As discussed in Note 3 to the consolidated financial statements, the Company obtained third-party valuations of its common stock price as of December 31, 2024 and July 1, 2024, which was used in management’s estimation of accounts requiring fair value measurement during the year ended December 31, 2024. The estimates used by management are considered highly complex and subjective. The independent valuations 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 with the following steps being applied:

a)	Establishment<br> of total enterprise or equity value;
b)	Analysis<br> of equity rights for each class of security;
c)	Selection<br> of appropriate model for valuation purposes;
d)	Determination<br> of key valuation inputs; and
e)	Computation<br> of the fair value of the subject security.

Under the OPM, it was determined the Company’s common stock fair value was $0.19 and $0.28 per share as of December 31, 2024 and July 1, 2024, respectively, which included a discount for lack of marketability of 25%. Furthermore, the independent valuations 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.

We identified the valuation of the Company’s common stock price as a critical audit matter. The Company’s common stock price is highly subjective and requires a higher degree of auditor judgment as the Company’s common stock price was determined by using highly subjective estimates made by management. Further, specialized valuation skills were needed to assess the Company’s process and value the common stock price using the OPM.

The primary procedures we performed to address this critical audit matter included the following:

●	We<br> identified and considered the relevance, reliability and sufficiency of the sources of data<br> used by the Company in developing the assumptions used to determine the common stock price.
●	We<br> obtained an understanding of the factors considered and assumptions made by management and<br> the Company’s valuation specialist in developing the estimate of the common stock price,<br> the sources of data relevant to these factors and assumptions and the procedures used to<br> obtain the data and the methods used to calculate the estimate.
●	We<br> evaluated the reasonableness of the valuation methods and assumptions used by management<br> and the Company’s valuation specialist to estimate the common stock price and reperformed<br> the calculation of the estimate of the common stock price with the assistance of our valuation<br> specialists by utilizing historical data related to the Company.

/s/ CBIZ CPAs P.C.

CBIZCPAs P.C.

We have served as the Company’s auditor since 2014 (such date takes into account the acquisition of the attest business of Marcum llp by CBIZ CPAs P.C. effective November 1, 2024).

New York, NY

April 6, 2026

| F-3 |

| --- |

Report

of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Cell Source, Inc.

Opinionon the Financial Statements

We have audited the accompanying consolidated balance sheet of Cell Source, Inc. (the “Company”) as of December 31, 2023, the related consolidated statements of operations, changes in stockholders’ deficiency and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

ExplanatoryParagraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

/s/ Marcum llp

Marcum llp

We have served as the Company’s auditor from 2014 through 2025.

New York, NY

June 24, 2024

| F-4 |

| --- |

CELL

SOURCE, INC.

CONSOLIDATED

BALANCE SHEETS


			2023
Assets
Current Assets:
Cash	74,631		$	22,203
Prepaid expenses	160,750			160,750
Subscription receivable	50,000			-
Other current assets	1,119			12,218
Total Assets	286,500		$	195,171
Liabilities and Stockholders’<br> Deficiency
Current Liabilities:
Accounts payable	1,888,729		$	1,467,052
Accrued expenses	1,115,501			1,225,195
Accrued expenses - related<br> party	202,500			144,500
Accrued expenses	202,500			144,500
Accrued interest	1,060,408			939,549
Accrued interest - related<br> parties	2,123,531			1,480,117
Accrued interest	2,123,531			1,480,117
Accrued compensation	1,067,777			960,554
Notes payable, net of debt discount of 1,479<br> and 776 as of December 31, 2024 and 2023, respectively	1,175,864			710,317
Notes payable - related<br> parties	443,750			150,000
Notes payable	443,750			150,000
Convertible notes payable, net of debt discount<br> of 8,500 and 16,179 as of December 31, 2024 and 2023, respectively	986,500			1,078,821
Convertible notes payable<br> - related parties	7,461,708			7,315,036
Convertible notes payable	7,461,708			7,315,036
Derivative liabilities	479,844			33,000
Derivative liabilities<br> - related party	101,659			-
Derivative liabilities	101,659			-
Financing liability	314,985			42,033
Advances payable	194,375			135,000
Advances payable - related<br> party	200,000			100,000
Advances payable	200,000			100,000
Accrued dividend payable	7,205			25,540
Total Liabilities	18,824,336			15,806,714
Commitments and contingencies (Note 11)	-			-
Stockholders’ Deficiency:
Convertible Preferred Stock, 0.001 par value, 10,000,000 shares authorized;
Series A Convertible Preferred<br> Stock, 1,350,000 shares designated, 1,342,195 shares issued and outstanding as of December 31, 2024 and 2023; liquidation preference<br> of 10,066,463 as of December 31, 2024 and 2023	1,342			1,342
Series B Convertible Preferred<br> Stock, 2,000,000 shares designated, 266,794 and 106,668 shares issued and outstanding as of December 31, 2024 and 2023, respectively;<br> liquidation preference of 2,008,108 and 806,805 as of December 31, 2024 and 2023, respectively	267			107
Series C Convertible Preferred<br> Stock, 1,000,000 shares designated, 537,482 shares issued and outstanding as of December 31, 2024 and 2023; liquidation preference<br> of 4,031,115 and 4,049,861 as of December 31, 2024 and 2023, respectively	537			537
Preferred<br> stock, value
Common Stock, 0.001 par<br> value, 200,000,000 shares authorized; 45,038,244 and 39,830,802 shares issued and outstanding as of December 31, 2024 and 2023, respectively	45,038			39,831
Additional paid-in capital	27,595,010			26,014,028
Accumulated deficit	(46,180,030	)		(41,667,388	)
Total Stockholders’<br> Deficiency	(18,537,836	)		(15,611,543	)
Total Liabilities and Stockholders’<br> Deficiency	286,500		$	195,171

All values are in US Dollars.

The

accompanying notes are an integral part of these consolidated financial statements.

| F-5 |

| --- |

CELL

SOURCE, INC.

CONSOLIDATED

STATEMENTS OF OPERATIONS

	For<br> the Years Ended<br> December 31,
	2024			2023
Operating Expenses:
Research and<br> development	$	1,840,081		$	1,519,995
Research and development<br> - related party		58,000			58,000
Research and development		58,000			58,000
Loss on legal settlement		-			142,600
General and administrative		1,942,163			2,604,751
Total Operating Expenses		3,840,244			4,325,346
Loss From Operations		(3,840,244	)		(4,325,346	)
Other (Expense) Income:
Interest expense		(126,476	)		(135,246	)
Interest expense - related<br> parties		(651,910	)		(532,871	)
Interest expense		(651,910	)		(532,871	)
Interest expense - amortization<br> of debt discount		(156,221	)		(126,364	)
Interest expense - amortization<br> of debt discount - related parties		(153,693	)		(254,205	)
Interest expense - amortization<br> of debt discount		(153,693	)		(254,205	)
Change in fair value of<br> derivative liabilities		353,174			10,900
Change in fair value of<br> derivative liabilities - related party		44,835			-
Change in fair value of<br> derivative liabilities		44,835			-
Gain on extinguishment<br> of note payable		17,893			41,920
Total Other Expense		(672,398	)		(995,866	)
Net<br> Loss		(4,512,642	)		(5,321,212	)
Dividend attributable to<br> Series A, B, and C preferred stockholders		(1,375,188	)		(1,228,685	)
Net<br> Loss Applicable to Common Stockholders	$	(5,887,830	)	$	(6,549,897	)
Net Loss Per Common Share<br> - Basic and Diluted	$	(0.14	)	$	(0.17	)
Weighted Average Common<br> Shares Outstanding - Basic and Diluted		41,870,597			37,786,410

The

accompanying notes are an integral part of these consolidated financial statements.

| F-6 |

| --- |

CELL

SOURCE, INC.

CONSOLIDATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

FOR

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

	Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			Deficiency
	Convertible<br> Preferred				Convertible<br> Preferred				Convertible<br> Preferred										Additional						Total
	Stock<br> - Series A				Stock<br> - Series B				Stock<br> - Series C						Common<br> Stock				Paid-In			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			Deficiency
Balance, January<br> 1, 2023		1,342,195	$	1,342		-	$	-		502,776		$	503			36,081,758	$	36,082	$	23,674,354		$	(36,346,176	)	$	(12,633,895	)
Issuance of Series B Convertible<br> Preferred Stock and warrants for cash, net		-		-		106,668		107		-			-			-		-		799,811			-			799,918
Conversion of convertible<br> notes payable and accrued interest into Series C Convertible Preferred Stock and common stock		-		-		-		-		110,001			110			58,780		59		866,551			-			866,720
Series A and C Convertible<br> Preferred Stock dividends:
Accrual of earned dividends		-		-		-		-		-			-			-		-		(1,228,685	)		-			(1,228,685	)
Payment of dividends in<br> kind		-		-		-		-		-			-			1,611,304		1,611		1,206,751			-			1,208,362
Issuance of warrants in<br> connection with issuance of convertible notes payable		-		-		-		-		-			-			-		-		141,672			-			141,672
Issuance of warrants in<br> connection with issuance of notes payable		-		-		-		-		-			-			-		-		1,337			-			1,337
Issuance of common stock<br> in connection with extinguishment of note payable		-		-		-		-		-			-			176,000		176		57,904			-			58,080
Conversion of Series C<br> Convertible Preferred Stock into common stock		-		-		-		-		(75,295	)		(76	)		752,960		753		(677	)		-			-
Warrants issued in satisfaction<br> of accrued interest		-		-		-		-		-			-			-		-		40,167			-			40,167
Issuance of warrants in<br> connection with modification of convertible note payable		-		-		-		-		-			-			-		-		3,529			-			3,529
Stock-based compensation:
Warrants		-		-		-		-		-			-			-		-		71,464			-			71,464
Common stock		-		-		-		-		-			-			1,150,000		1,150		379,850			-			381,000
Net loss		-		-		-		-		-			-			-		-		-			(5,321,212	)		(5,321,212	)
Balance, December 31, 2023		1,342,195	$	1,342		106,668	$	107		537,482		$	537			39,830,802	$	39,831	$	26,014,028		$	(41,667,388	)	$	(15,611,543	)
Balance		1,342,195	$	1,342		106,668	$	107		537,482		$	537			39,830,802	$	39,831	$	26,014,028		$	(41,667,388	)	$	(15,611,543	)
Issuance of Series B Convertible<br> Preferred Stock for cash, net		-		-		160,126		160		-			-			-		-		914,240			-			914,400
Conversion of convertible<br> notes payable and accrued interest into Series C Convertible Preferred Stock and common stock		-		-		-		-		13,333			13			6,546		6		104,891			-			104,910
Series A and C Convertible<br> Preferred Stock dividends:
Accrual of earned dividends		-		-		-		-		-			-			-		-		(1,375,188	)		-			(1,375,188	)
Payment of dividends in<br> kind		-		-		-		-		-			-			1,858,205		1,858		1,391,665			-			1,393,523
Conversion of Series C<br> Convertible Preferred Stock into common stock		-		-		-		-		(13,333	)		(13	)		133,333		133		(120	)		-			-
Common stock issued for<br> cash		-		-		-		-		-			-			2,009,358		2,010		197,415			-			199,425
Common stock issued in<br> satisfaction of accrued compensation		-		-		-		-		-			-			180,000		180		44,820			-			45,000
Common stock issued in<br> satisfaction of convertible note payable interest		-		-		-		-		-			-			20,000		20		5,180			-			5,200
Stock-based compensation:
Warrants		-		-		-		-		-			-			-		-		37,979			-			37,979
Common stock		-		-		-		-		-			-			1,000,000		1,000		259,000			-			260,000
Warrant modification expense		-		-		-		-		-			-			-		-		1,100			-			1,100
Net loss		-		-		-		-		-			-			-		-		-			(4,512,642	)		(4,512,642	)
Balance, December 31, 2024		1,342,195	$	1,342		266,794	$	267		537,482		$	537			45,038,244	$	45,038	$	27,595,010		$	(46,180,030	)	$	(18,537,836	)
Balance		1,342,195	$	1,342		266,794	$	267		537,482		$	537			45,038,244	$	45,038	$	27,595,010		$	(46,180,030	)	$	(18,537,836	)

The

accompanying notes are an integral part of these consolidated financial statements.

| F-7 |

| --- |

CELL

SOURCE, INC.

CONSOLIDATED

STATEMENTS OF CASH FLOWS

	For Years<br> Ended
	December<br> 31,
	2024			2023
Cash Flows From Operating<br> Activities:
Net loss	$	(4,512,642	)	$	(5,321,212	)
Adjustments to reconcile<br> net loss to net cash used in operating activities:
Gain on extinguishment<br> of note payable		(17,893	)		(41,920	)
Loss on legal settlement		-			126,400
Interest expense - amortization<br> of debt discount		156,221			126,364
Interest expense - amortization<br> of debt discount - related parties		153,693			254,205
Interest expense		153,693			254,205
Change in fair value of<br> derivative liabilities		(353,174	)		(10,900	)
Change in fair value of<br> derivative liabilities - related party		(44,835	)		-
Non-cash interest expense<br> - warrants		(135,924	)		(144,661	)
Warrant modification expense		1,100			-
Stock-based compensation:
Common stock		254,214			375,791
Warrants		34,210			69,555
Stock-based compensation		34,210			69,555
Changes in operating assets<br> and liabilities:
Prepaid expenses		321,500			324,925
Other current assets		11,099			10,787
Accounts payable		421,677			786,727
Accrued expenses		(109,694	)		152,357
Accrued expenses - related<br> party		58,000			58,000
Accrued expenses		58,000			58,000
Accrued interest		181,956			227,044
Accrued interest - related<br> parties		729,352			585,873
Accrued interest		729,352			585,873
Accrued compensation		166,978			72,774
Net<br> Cash Used In Operating Activities		(2,684,162	)		(2,347,891	)
Cash Flows From Financing<br> Activities:
Proceeds from issuance<br> of common stock and warrants		640,626			-
Proceeds from issuance<br> of Series B Convertible Preferred Stock and warrants		1,151,000			799,918
Proceeds from issuance<br> of convertible notes payable		-			919,960
Proceeds from issuance<br> of convertible notes payable - related party		146,672			677,018
Proceeds from issuance<br> of convertible notes payable		146,672			677,018
Proceeds from issuance<br> of notes payable		449,965			30,000
Proceeds from issuance<br> of notes payable - related party		250,000			-
Proceeds from issuance<br> of notes payable		250,000			-
Proceeds from advances<br> payable		59,375			-
Proceeds from advances<br> payable - related party		100,000			-
Proceeds from advances<br> payable		100,000			-
Repayment of notes payable		(6,250	)		-
Repayment of notes payable<br> - related party		(6,250	)		-
Repayment of notes payable		(6,250	)		-
Repayment of financing<br> liability		(48,548	)		(279,467	)
Net<br> Cash Provided By Financing Activities		2,736,590			2,147,429
Net<br> Increase (Decrease) In Cash		52,428			(200,462	)
Cash - Beginning of Period		22,203			222,665
Cash - End of Period	$	74,631		$	22,203
Supplemental Disclosures<br> of Cash Flow Information:
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	949
Non-cash investing and financing activities:
Common stock issued in<br> satisfaction of accrued compensation	$	45,000		$	-
Common stock issued in<br> connection with payment of Series A, B, and C Convertible Preferred Stock dividends in-kind	$	1,393,523		$	1,208,362
Financing of Director and<br> Officer insurance	$	321,500		$	321,500
Conversion of Series C<br> Convertible Preferred Stock into common stock	$	133		$	753
Conversion of accrued expenses<br> into note principal	$	-		$	413,018
Accrual of warrant obligations<br> in connection with issuance of notes payable	$	-		$	40,167
Warrants issued in satisfaction<br> of accrued warrant obligation	$	-		$	(40,167	)
Issuance of warrants in<br> connection with the issuance of notes payable	$	200,403		$	143,009
Issuance of warrants in<br> connection with the exchange of notes payable	$	12,107		$	-
Accrual of earned preferred<br> stock dividends	$	(1,375,188	)	$	(1,228,685	)
Conversion of convertible<br> notes payable and accrued interest into Series C Preferred Stock and common stock	$	104,910		$	866,720
Issuance of warrants in<br> connection with issuance of Series B Preferred Stock	$	181,600		$	-
Bifurcation of<br> embedded derivative liabilities in connection with issuance of Series B Preferred Stock	$	105,000		$	-
Bifurcation of<br> embedded derivative liabilities in connection with issuance of Series C Preferred Stock	$	1,700		$	-
Bifurcation of<br> embedded derivative liabilities in connection with issuance of Note payable	$	-		$	12,500
Extinguishment of note<br> payable for common stock	$	-		$	58,080
Subscription receivable<br> related to sale of Series B Convertible Preferred Stock	$	50,000		$	-

The

accompanying notes are an integral part of these consolidated financial statements.

| F-8 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Business Organization, Nature of Operations and Risks and Uncertainties

Organizationand 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 11, 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.

Risksand Uncertainties

Note 2 – Going Concern and Management’s Plans

During

the years ended December 31, 2024 and 2023, the Company did not generate any revenues, had recurring net losses of $4,512,642 and $5,321,212, respectively, and used cash in operations of $2,684,162 and $2,347,891, respectively. As of December 31, 2024, the Company had a working capital deficiency of $18,537,836 and an accumulated deficit of $46,180,030. As of December 31, 2024 and through the date of this filing, notes payable with principal amounts totaling $2,588,593 and $11,015,939, respectively, were past due. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date these financial statements are issued.

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 December 31, 2024 and as more fully described in Note 14, Subsequent Events, the Company received aggregate proceeds of $3,171,751 from the issuance of notes payable, $310,000 from the issuance of Series B Convertible Preferred Stock and $250,000 from the issuance of Common Stock.

The accompanying 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 consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

| F-9 |

| --- |

CELL

SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 – Summary of Significant Accounting Policies

Principles of Consolidation

The Company’s financial statements are consolidated and include the accounts of CSI and CSL. All significant intercompany transactions have been eliminated in the consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and the amounts disclosed in the related notes to the financial statements. Management bases its estimates and judgements on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, fair value of the Company’s common stock price using the Backsolve method, stock-based compensation including the valuation of stock options and warrants, the valuation of derivative liabilities, and the valuation of deferred tax assets and related valuation allowances. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of any material revisions are reflected in the consolidated financial statements in the period that they are determined to be necessary. See the Valuation of Common Stock Price section of this note for additional detail of the use of estimates in estimating the fair value of the Company’s common stock.

Cash and Cash Equivalents

The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2024 and 2023, the Company did not have any cash equivalents. The Company maintains cash in bank accounts, which, at times, may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company has not experienced any losses in such accounts, periodically evaluates the creditworthiness of the financial institutions and has determined the credit exposure to be negligible. The Company’s foreign bank accounts are not subject to FDIC insurance.

Convertible Instruments

The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. Embedded conversion options and any related freestanding instruments are recorded as a discount to the host instrument and are amortized as interest expense over the term of the related debt instrument.

The Company primarily uses the Black-Scholes option pricing model to estimate the fair value of its warrants and embedded conversion options. The Black-Scholes option pricing model includes subjective input assumptions that can materially affect the fair value estimates.

| F-10 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

Preferred Stock

The Company applies ASC 480 “Distinguishing Liabilities from Equity”, when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ equity.

Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities based on ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities;

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable; and

Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

The carrying amounts of the Company’s financial instruments, such as cash, other current assets, accounts payable, accrued expenses and other current liabilities approximate fair values due to the short-term nature of these instruments. The carrying amounts of Company’s credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates, are comparable to rates of returns for instruments of similar credit risk.

Income Taxes

CSI is the parent of CSL, a wholly owned Israeli subsidiary. The Company is subject to federal and New York state and city income taxes in the United States and federal income taxes in the State of Israel.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which such temporary differences are expected to reverse.

The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

The Company’s policy is to classify assessments, if any, for tax-related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. Tax related interest and penalties of $0 were charged to the consolidated statements of operations during the years ended December 31, 2024 and 2023, respectively.

| F-11 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

Research and Development

Research and development expenses are recognized to operations as they are incurred and consist of fees paid to academic institutions (for sponsored research), consultants, hospitals for clinical trials and related clinical manufacturing costs, as well as license fees to the owners of the licensed intellectual property and milestone payments based on the number of patients treated in clinical trials. The Company records prepaid expenses on its consolidated balance sheets for the payment of research and development expenses in advance of services being provided. As of December 31, 2024 and 2023, the Company did not have any research and development expenses that were prepaid or capitalized.

Valuation of Common Stock Price

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and is then recognized over the period the services are required to be provided in exchange for the award, usually the vesting period. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares.

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 obtained a third-party valuation of its common stock as of December 31, 2024, July 1, 2024 and December 31, 2023, which was considered in management’s estimation of fair value during the years ended December 31, 2024 and 2023. 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 estimates used by management are considered highly complex and subjective. The Company anticipates that once its shares become more actively traded, the use of such estimates will no longer be necessary to determine the fair value of its common stock.

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<br> of total enterprise or equity value;
●	Analysis<br> of equity rights for each class of security;
●	Selection<br> of appropriate model for valuation purposes;
●	Determination<br> of key valuation inputs; and
●	Computation<br> 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, $0.28 and $0.26 per share as of December 31, 2024, July 1, 2024 and December 31, 2023, respectively, which included a discount for lack of marketability of 25%. Furthermore, the independent appraisal determined the Company’s expected volatility was 70%, 75% and 65% as of December 31, 2024, July 1, 2024 and December 31, 2023, respectively, by evaluating historical and implied volatilities of guideline companies.

Foreign Currency Translation

The Company’s functional and reporting currency is the United States Dollar. The functional currency of the Company’s operating subsidiary is their local currency (The New Israeli Shekel). Assets and liabilities are translated based on the exchange rates at the balance sheet date, while revenue and expense accounts are translated at the actual exchange rates in the effect of the date of the transaction during the year. Equity accounts are translated at historical exchange rates. The resulting translation gain and loss adjustments are accumulated as a component of other comprehensive income (loss). The translation gains and losses for the years ended December 31, 2024 and 2023 and the cumulative translation gains and losses related to translation of the Company’s one foreign subsidiary are immaterial and therefore, the Company has not presented other comprehensive income (loss) or accumulated other comprehensive income (loss) in its consolidated financial statements as of or for any period. Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in results of operations.

Net Loss Per Common Share

The Company computes basic net loss per share by dividing net loss 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.

| F-12 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

The common stock equivalents associated with the following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

Schedule of Weighted Average Dilutive Common Shares Anti-dilutive ****

	December<br> 31,
	2024		2023
Options		6,932,004		6,932,004
Warrants		20,769,303		15,438,607
Convertible notes [1]		15,246,652		13,331,062
Convertible preferred<br> stock		21,464,713		19,863,450
Total		64,412,672		55,565,123
[1]	Convertible<br> notes are assumed to be converted at the rate of $0.75 per common share, which is the conversion<br> price as of December 31, 2024 and 2023. However, as further described in Note 8, Notes Payable, such conversion rates are subject to adjustment under certain circumstances,<br> such as stock splits and stock dividends, which may result in the issuance of common shares<br> greater than the amount indicated.
---	---

Comprehensive Income (Loss)

The

Company reports comprehensive income (loss) and its components in its consolidated financial statements, unless such transactions for a given year and on a cumulative basis are immaterial. Comprehensive income (loss) consists of net loss and foreign currency translation adjustments affecting stockholders’ deficiency that, under U.S. GAAP, are excluded from net loss. The differences between net loss as reported and comprehensive income (loss) are immaterial, therefore the Company has not presented comprehensive income (loss) or cumulative other comprehensive income (loss) as of or for any period. As of December 31, 2024, the exchange rate between the New Israeli Shekel and the U.S. Dollar was 1 to 3.65 and the weighted average exchange rate for the year then ended was 1 to 3.63. As of December 31, 2023, the exchange rate between the New Israeli Shekel and the U.S. Dollar was 1 to 2.77 and the weighted average exchange rate for the year then ended was 1 to 2.71.

Sequencing Policy

As a result of the issuance of a convertible note payable on December 29, 2023 that is convertible into the Company’s common stock at a variable conversion price with no floor (see Note 8, Notes Payable for details), the Company adopted a sequencing policy under ASC 815-40-35, whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy.

Subsequent Events

The Company evaluates events that have occurred after the balance sheet date but through the date these consolidated financial statements are issued. Based upon that evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements except as disclosed in Note 14, Subsequent Events.

| F-13 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Standards

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” to amend certain disclosure and presentation requirements for a variety of topics within the ASC. These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segments Disclosures (Topic 280), which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on both an annual and interim basis. The guidance becomes effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this guidance for the year ended December 31, 2024 on a retrospective basis and included enhanced disclosures in Note 13, Segment Reporting.

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 is currently evaluating the effect of adopting this ASU, which it expects to adopt during fiscal 2025.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The standard is intended to require more detailed disclosures about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. This ASU is applicable to entities with a single operating segment. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.

In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Clarifying the Effective Date of Disaggregation of Income Statement Expenses. This update clarifies the effective date of ASU 2024-03, which enhances the disaggregation of certain income statement expenses. The clarified guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Accounting for Acquired Financial Interests in Variable Interest Entities. This update clarifies how to determine the accounting acquirer when an entity obtains a controlling financial interest in a variable interest entity (VIE) through contractual arrangements or the acquisition of a majority of the VIE’s equity interests. The guidance emphasizes that the acquisition should be evaluated under the business combination model in Topic 805 rather than as a consolidation event under Topic 810. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years, with early adoption permitted. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Scope Application of Profits Interest and Similar Awards and Accounting for Certain Share-Based Payment Awards Issued to a Customer. This update clarifies how to determine whether a profits interest or similar award should be accounted for under Topic 718 and provides guidance on accounting for share-based payment awards granted to customers in conjunction with revenue arrangements. The ASU removes the option to elect a policy to account for forfeitures as they occur, instead requiring entities to estimate forfeitures. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years, with early adoption permitted. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements.” This ASU clarifies and reorganizes interim reporting disclosure requirements by introducing a disclosure principle that requires entities to disclose significant events and changes in circumstances that occur during interim periods. The amendments are intended to improve the consistency, usefulness, and understandability of interim financial reporting by focusing disclosures on matters that are material to an understanding of the entity’s financial position, cash flows, and results of operations. The amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this ASU will have on its consolidated financial statements and related disclosures.

No other accounting pronouncements have been issued through the date of filing that are expected to have a material impact on the Company’s consolidated financial statements.

| F-14 |

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CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

Note4 – Fair Value

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all of the Company’s instruments recorded at fair value, which were all Level 3 liabilities measured at fair value on a recurring basis using unobservable inputs during the years ended December 31, 2024 and 2023:

Schedule of Changes in Fair Value of Liabilities Measured at Fair Value on a Recurring Basis

	Accrued			Accrued			Derivative
	Interest			Compensation			Liability			Total
Balance - January 1, 2023	$	504,700		$	59,220		$	-		$	563,920
Accrual of warrant obligation		40,167			-			-			40,167
Common stock issued in satisfaction of accrued compensation		-
Reclassification of warrant<br> obligation to derivative liabilities		-
Issuance of warrants		(40,167	)		-			-			(40,167	)
Accrual of common stock<br> obligation		-			37,959			-			37,959
Issuance of warrants and<br> conversion option		-			-			43,900			43,900
Change<br> in fair value		(148,190	)		(77	)		(10,900	)		(159,167	)
Balance - December 31, 2023	$	356,510		$	97,102		$	33,000		$	486,612
Accrual of warrant obligation		6,666			-			-			6,666
Common stock issued in<br> satisfaction of accrued compensation		-			(45,000	)		-			(45,000	)
Reclassification of warrant<br> obligation to derivative liabilities		(6,666	)		-			6,666			-
Issuance of warrants		-			-			-			-
Issuance of warrants and<br> conversion option		-			-			939,846			939,846
Change<br> in fair value		(140,425	)		(14,754	)		(398,009	)		(553,188	)
Balance - December<br> 31, 2024	$	216,085		$	37,348		$	581,503		$	834,936

See Note 6, Accrued Compensation, Note 8, Notes Payable, Note 10, Stockholders’ Deficiency, and Note 11, Commitmentsand Contingencies for additional details.

Financial assets 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 and an accrued obligation to issue warrants and common stock.

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 Years<br> Ended
	December<br> 31,
	2024			2023
Risk-free interest rate		3.58%<br> - 5.33	%		3.60%<br> - 4.70	%
Expected term (years)		0.82<br> - 10.00			4.00<br> - 5.00
Expected volatility		65%-<br> 75	%		65%-<br> 80	%
Expected dividends		0.00	%		0.00	%

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 December 31, 2024 and 2023, the Company had an obligation to issue 183,095 and 363,095 shares of common stock, respectively, to certain service providers and as a legal settlement to a certain holder of the Company’s common stock that had a fair value of $34,788 and $90,774, respectively, which was a component of accrued compensation on the consolidated balance sheets. The fair value of the common stock underlying this obligation has a per share value of $0.19 and $0.26 as of December 31, 2024 and 2023, respectively. Furthermore, as of December 31, 2024 and 2023, the Company has an obligation to issue warrants to purchase 42,930 shares of the Company’s common stock to service providers that had a fair value of $2,560 and $6,328, respectively.

See Note 10, Stockholders’ Deficiency – Common Stock and Stock Warrants and Note 14, Subsequent Events – CommonStock for additional details associated with the issuance of common stock and warrants.

| F-15 |

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CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5 – Accrued Expenses

Accrued expenses consisted of the following:

Schedule of Accrued Expenses

	December<br> 31,
	2024		2023
Accrued other professional fees	$	709,236	$	564,818
Accrued legal fees		134,646		400,670
Accrued research and development		216,545		200,000
Other accrued expenses		38,977		43,610
Accrued director compensation		9,750		9,750
Accrued third-party payments		6,347		6,347
Total<br> accrued expenses	$	1,115,501	$	1,225,195

See Note 11, Commitments and Contingencies for details on accrued expenses - related parties.

Note 6 – Accrued Compensation

Accrued compensation consisted of the following:

**** Schedule of Accrued Compensation

	December<br> 31,
	2024		2023
Pension insurance	$	310,157	$	282,330
Severance		199,640		182,140
Withholding tax		199,444		132,615
Accrued payroll		169,936		128,165
Vacation		95,002		86,216
Stock-based compensation - common stock		34,788		90,774
Social security		56,250		51,986
Stock-based compensation<br> - warrants		2,560		6,328
Total<br> accrued compensation	$	1,067,777	$	960,554

Note 7 – Advances Payable

Advances payable and advances payable – related party represent cash received from lenders for working capital purposes. See Note 12, RelatedParty Transactions.

During

year ended December 31, 2024, the Company received aggregate proceeds of $159,375 which were included in advances payable and advances payable – related party on the consolidated balance sheet.

During the years ended December 31, 2024 and 2023, the Company did not repay any cash advances.

| F-16 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8 – Notes Payable

The Company has a variety of outstanding debt instruments consisting of a) notes payable, b) notes payable to related parties, c) convertible notes payable, and d) convertible notes payable to related parties. The notes within each of those groups are described in the sections below.

As

of December 31, 2024 and through the date of this filing, notes payable with principal amounts totaling $2,588,593 and $11,015,939, respectively, were past due. Such notes continue to accrue interest and all relevant penalties have been accrued as of December 31, 2024. The Company is in negotiations with all holders of notes payable to extend the maturity dates of such notes or to convert the principal and accrued interest into equity. As of December 31, 2024, the Company had an accrued interest balance of $410,605 related to notes and convertible notes payable that were past due.

During

the years ended December 31, 2024 and 2023, the Company recorded interest expense of $778,386 and $668,117, respectively, and amortization of debt discount of $309,914 and $380,569 respectively. As of December 31, 2024 and 2023, the Company had $3,183,939 and $2,419,666, respectively, of accrued interest (including interest in the form of warrants see Note 4, Fair Value) and penalties related to notes payable, which is included with accrued interest and accrued interest – related parties on the consolidated balance sheets.

a)Notes payable consist of the following:

Scheduleof Notes Payable

						December<br> 31,
	Issuance<br> Date	Interest<br> Rate			Maturity<br> Date	2024			2023
	March 26, 2015		12	%	Past Due	$	150,000		$	150,000
	May 15, 2015		0	%	Past Due		250,000			250,000
	May 10, 2016		6	%	Past Due		53,000			53,000
	July 20, 2016 - October 13, 2016		10	%	Past Due		60,000			60,000
	June 16, 2022		10	%	Past Due		168,093			168,093
i)	December 18, 2023		0	%	Past Due		-			30,000
ii)	May 22, 2024		10	%	Past Due		293,750			-
iii)	December 6, 2024		243	%	2/4/2025		202,500			-
	Total principal outstanding					$	1,177,343		$	711,093
	Less:<br> unamortized debt discount						(1,479	)		(776	)
	Notes payable, net					$	1,175,864		$	710,317

Details regarding certain of these notes are as follows (which numbering corresponds to the above table):

On December 18, 2023, the Company issued a note payable in the principal amount of $30,000 which has a maturity date of January 18, 2024. The note accrues no interest and shall be payable, at the Company’s election, in cash at any time prior to maturity. In connection with the issuance, the Company issued a five-year 5 warrant to purchase 10,000 shares of common stock at an exercise price of $0.75 per share. The warrant had an issuance date relative fair value of $1,337 which was recorded as a debt discount and is being amortized over the term of the note. As of the date of filing, this note is past due. On July 15, 2024, the Company entered into an exchange agreement with the note holder of the $30,000 note, whereby the parties agreed to exchange the note payable with a principal amount of $30,000 for a warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.75 per share. The exchange resulted in a gain on extinguishment of notes payable of $17,893 during the year ended December 31, 2024. The warrant had an issuance date fair value of $12,107 and was recorded as a derivative liability under the Company’s sequencing policy on the consolidated balance sheet as of December 31, 2024.

| F-17 |

| --- |

CELL

SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

ii)

On May 22, 2024, the Company received proceeds of $250,000 from investors and issued notes payable in the aggregate principal amount of $300,000 with a maturity date of November 22, 2024. The notes bear interest at 10% per annum and have an aggregate original issue discount of $50,000 which was recorded as a debt discount and will be amortized over the term of the note. In connection with the issuances, the Company issued 10 ten-year immediately vested warrants to purchase an aggregate of 625,000 shares of common stock at an exercise price of $0.75 per share. The warrants had an issuance date fair value of $96,710 which was included within derivative liabilities, recorded as a debt discount and will be amortized over the term of the notes. During the year ended December 31, 2024, the Company repaid $6,250 of the outstanding principal balance, such that $293,750 was outstanding as of December 31, 2024.

iii)

On December 6, 2024, the Company issued a note payable in the principal amount of $202,500 which has a maturity date of February 4, 2025. The note bears interest at 243% per annum and has an original issue discount of $2,535 which was recorded as a debt discount and will be amortized over the term of the note.

b)Notes payable due to related parties consist of the following:

Schedule of Notes Payable Due to Related Parties

		Stated Interest			Maturity Date as of	December 31,
	Issuance Date	Rate			December 31, 2024	2024		2023
	November 26, 2014		6	%	Past Due	$	50,000	$	50,000
	July 20, 2015		0	%	Past Due		100,000		100,000
i)	May 22, 2024		10	%	Past Due		293,750		-
	Total principal outstanding					$	443,750	$	150,000
	Notes payable - related parties, net					$	443,750	$	150,000

Details regarding certain of these notes are as follows (which numbering corresponds to the above table):

On May 22, 2024, the Company received proceeds of $250,000 from an investor and issued a note payable in the principal amount of $300,000 with a maturity date of November 22, 2024. The note bears interest at 10% per annum and has an original issue discount of $50,000 which was recorded as a debt discount and will be amortized over the term of the note. In connection with the issuance, the Company issued 10 ten-year immediately vested warrants to purchase 625,000 shares of common stock at an exercise price of $0.75 per share. The warrants had an issuance date fair value of $96,710 which was included within derivative liabilities - related parties, recorded as a debt discount and will be amortized over the term of the note. During the year ended December 31, 2024, the Company repaid $6,250 of the outstanding principal balance, such that $293,750 was outstanding as of December 31, 2024.

c)Convertible notes payable consists of the following:

Scheduleof Convertible Notes Payable

		Stated			Maturity Date as of	Conversion			December<br> 31,
	Issuance<br> Date	Interest Rate			December 31, 2024	Price		Convertible<br> Into	2024			2023
	July 24, 2015		10	%	Past Due	$	0.75	Common Stock	$	20,000		$	20,000
	October 7, 2015		0	%	Past Due	$	0.75	Common Stock		265,000			265,000
	May 18, 2017		0	%	Past Due	$	7.50	Series A Convertible Preferred Stock		135,000			135,000
i)	August 5, 2022 - December 29, 2022		8	%	Past Due	$	0.75<br> - $7.50	Common Stock & Series B Convertible Preferred<br> Stock		100,000			100,000
ii)	May 8, 2023 - June 27, 2023		8-10	%	Past Due	$	0.75	Common Stock		400,000			400,000
ii)	July 31, 2023 - August 22, 2023		8	%	Past Due	$	0.75<br> - $7.50	Common Stock & Series C Convertible Preferred<br> Stock		25,000			125,000
iii)	December 29, 2023		9	%	12/29/2026	$	0.75	Common Stock		50,000			50,000
	Total principal outstanding								$	995,000		$	1,095,000
	Less: unamortized<br> debt discount									(8,500	)		(16,179	)
	Convertible notes payable,<br> net								$	986,500		$	1,078,821

| F-18 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

Details regarding certain of these notes are as follows (which numbering corresponds to the above table):

On November 29, 2023, the Company and a certain investor agreed to extend the maturity date of a certain convertible note payable in the principal amount of $100,000 from December 31, 2022 to July 1, 2024. In addition, the note provides repayment terms as follows: $10,000 per month from January 1, 2024 through March 1, 2024 and $20,000 per month from April 1, 2024 through June 1, 2024. A final payment of $10,000 and all accrued and unpaid interest is due on July 1, 2024. As of December 31, 2024 these payments have not been made. In connection with the note amendment, the Company agreed to issue the investor 6,669 shares of the Company’s common stock and a 5 five-year warrant to purchase 25,000 shares of the Company’s common stock at an exercise price of $1.25 per share. The warrant had an issuance date relative fair value of $3,529 which was recorded as interest expense. As of December 31, 2023, the Company issued 5,669 shares of the Company’s common stock to the investor. The transaction was accounted for as a debt modification. During the year ended December 31, 2023, an aggregate principal amount of $430,000 of these notes were converted into Series C Convertible Preferred Stock.

ii)

During the year ended December 31, 2023, the Company issued convertible notes payable in the aggregate principal amount of $494,960 with maturity dates ranging from July 3, 2023 to February 17, 2024. The notes accrue interest at 8% per annum and are convertible at any time at the option of the holder into the Company’s Series C Convertible Preferred Stock at a conversion price of $7.50 per share. The notes automatically convert into Series C Convertible Preferred Stock on the maturity date. In connection with the issuances, the Company issued 5 five-year immediately vested warrants to purchase 396,000 shares of common stock at an exercise price of $1.25 per share. The warrants had an issuance date relative fair value of $48,164 and was recorded as a discount to the face value of the notes, which is being amortized over the term of the notes. During the year ended December 31, 2023, an aggregate principal amount of $394,960 of these notes were converted into Series C Convertible Preferred Stock and common stock. During the three months ended March 31, 2024, a convertible note with $100,000 of principal outstanding was automatically converted into 13,333 shares of Series C Convertible Preferred Stock at a price of $7.50 per share and the Company elected to convert $4,910 of accrued interest under such note into 6,546 shares of common stock at a price of $0.75 per share. The embedded conversion option attributable to the Series C Convertible Preferred Stock was accounted for as derivative liability and had an issuance date fair value of $1,700. On July 24, 2024, 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 $50,000 from December 23, 2023 to December 23, 2024 and (ii) increase the interest rate from 8% to 10% effective July 2024. Further, in the event of an equity or debt financing transaction resulting in gross proceeds of at least $2,000,000, the Company or guarantor of the note shall repay the note in full within five days after completing the transaction. If the note is not repaid in full by December 23, 2024, any further extension will require the issuance of an additional 5 five-year warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.75 per share. Contemporaneous with the execution of this amendment, the Company (i) issued to the lender an additional 5 five-year warrant to purchase 25,000 shares of the Company’s common stock at an exercise price of $0.75 per share and (ii) amended the holder’s previously outstanding warrant to reduce the exercise price to $0.75 per share. This transaction was accounted for as a debt modification. The warrants had an issuance date fair value of $3,000 and were accounted for as derivative liabilities under the Company’s sequencing policy on the consolidated balance sheet as of December 31, 2024. On July 24, 2024, 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 $25,000 from December 26, 2023 to December 26, 2024 and (ii) increase the interest rate from 8% to 10% effective July 2024. Further, in the event of an equity or debt financing transaction resulting in gross proceeds of at least $2,000,000, the Company or guarantor of the note shall repay the note in full within five days after completing the transaction. If the note is not repaid in full by December 26, 2024, any further extension will require the issuance of an additional 5 five-year warrant to purchase 25,000 shares of the Company’s common stock at an exercise price of $0.75 per share. Contemporaneous with the execution of this amendment, the Company (i) issued to the lender an additional five-year warrant to purchase 12,500 shares of the Company’s common stock at an exercise price of $0.75 per share and (ii) amended the holder’s previously outstanding warrant to reduce the exercise price to $0.75 per share. The warrants had an issuance date fair value of $1,500 and were accounted for as derivative liabilities under the Company’s sequencing policy on the consolidated balance sheet as of December 31, 2024. See Note 14, Subsequent Events for additional details.

---

| F-19 |

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CELL

SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

iii)

On December 29, 2023, the Company issued a convertible note in the principal amount of $50,000 with a maturity date of December 29, 2026 as part of a legal settlement with a certain holder of the Company’s common stock. The note accrues interest at 9% per annum, which is convertible into the Company’s common stock commencing six months after the date of issuance at a 20% discount to the 10-day volume weighted average stock price for the 10 trading days prior to conversion with no price floor. The embedded conversion option was determined to be a derivative liability (see Note 4, Fair Value for details), which was recorded as a debt discount at its estimated fair value of $12,500. In connection with the issuance, the Company adopted a sequencing policy pursuant to ASC 815-40-35, which is disclosed in Note 3, Summary of Significant Accounting Policies – Sequencing Policy. See Note 11, Commitments and Contingencies - Litigation for more information in connection with the legal settlement.

During

the year ended December 31, 2023, $824,960 of principal outstanding under convertible notes automatically converted into 110,001 shares of Series C Convertible Preferred Stock and the Company elected to convert $45,289 of interest accrued under such notes into an aggregate of 58,780 shares of common stock. The note principal had a conversion price of $7.50 per share and the common stock was valued at $0.75 per share for purposes of the interest payment.

On

March 22, 2024, the Company completed its private offering of 8% Convertible Notes that are convertible into shares of the Company’s Series C Convertible Preferred Stock at a conversion price of $7.50 per share. Since the inception of the private offering, the Company sold $4,760,170 aggregate principal amount of notes in the offering and issued investors warrants to purchase 4,321,926 shares of common stock at an exercise price of $1.25 per share.

d)Convertible notes payable due to related parties consist of the following:

Scheduleof Convertible Notes Payable Due to Related Parties

		Stated			Maturity Date as<br> of	Conversion			December<br> 31,
	Issuance<br> Date	Interest<br> Rate			December 31, 2024	Price		Convertible<br> Into	2024		2023
i)	May 18, 2017		0	%	Past Due	$	7.50	Series B Convertible Preferred<br> Stock	$	225,000	$	225,000
ii)	October 28, 2019		8-10	%	4/28/2025	$	0.75<br> - $7.50	Common Stock & Series B Convertible Preferred<br> Stock		3,500,000		3,500,000
iii)	March 10, 2022		10	%	3/10/2025	$	0.75<br> - $7.50	Common Stock & Series B Convertible Preferred<br> Stock		3,590,036		3,590,036
iii)	March 4, 2024		10	%	3/10/2025	$	0.75<br> - $7.50	Common Stock & Series<br> B Convertible Preferred Stock		146,672		-
	Total principal outstanding								$	7,461,708	$	7,315,036
	Convertible notes payable<br> - related parties, net								$	7,461,708	$	7,315,036
i)	As<br> of December 31, 2024, the Company had accrued an obligation to issue warrants to purchase 247,500 shares of common stock at an exercise<br> price of $0.75 per share as a result of the Company’s failure to repay these notes on the May 18, 2018 maturity date. As a<br> result, the Company had accrued an aggregate of $11,235 and $36,870 associated with the fair value of these obligations as of December<br> 31, 2024 and 2023, respectively, which amounts are included in accrued interest – related parties on the consolidated balance<br> sheets.
---	---
ii)	Darlene<br> Soave was appointed to the Company’s Board of Directors effective March 25, 2021, such<br> that she became a related party as of such date and, accordingly, the note was payable to<br> a related party. Effective March 2, August 5, and December 31, 2021, the Company amended<br> the note (the “Soave Note”). In connection with the amendments, during the year<br> ended December 31, 2021, the Company (i) received further proceeds of $1,500,000, such that<br> as of December 31, 2022 and 2021, an aggregate of $3,500,000 of proceeds were outstanding<br> under the note, (ii) increased the principal amount to $6,000,000, (iii) issued five-year<br> immediately vested warrants for the purchase of 1,200,000 shares of common stock at an exercise<br> price of $1.25 per share that had an issuance date fair value of $247,567 which was recorded<br> as debt discount and was amortized over the term of the note, (iv) extended the maturity<br> date to October 28, 2022 (v) and provided Ms. Soave the ability to elect to convert the Soave<br> Note into shares of Series B Convertible Preferred Stock at a conversion price of $7.50 per<br> share at any time after the Company first issues any shares of the Series B Convertible Preferred<br> Stock and before the maturity date. On October 28, 2022, the Company and Ms. Soave entered<br> into an agreement to amend the Soave Note, whereby the maturity date of the note was extended<br> from October 28, 2022 to April 28, 2023. On April 28, 2023, the Company and Ms. Soave agreed<br> to further extend the maturity date of the convertible promissory note issued to Ms. Soave<br> from April 28, 2023 to October 28, 2023. On November 8, 2023, the Company and Ms. Soave agreed<br> to further extend the maturity date of the convertible promissory note issued to Ms. Soave<br> from October 28, 2023 to April 28, 2024. As of December 31, 2024 and 2023, there was an aggregate<br> principal amount of $3,500,000 outstanding under the Soave Note.

| F-20 |

| --- |

CELL

SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

iii)

On March 10, 2022, the Board of Directors of the Company appointed George Verstraete as a member of the Board. The Company and George Verstraete, a director of the Company, entered into a promissory note agreement dated March 10, 2022 (the “Verstraete Note”), whereby Mr. Verstraete, at his discretion, can loan up to $6,000,000 to the Company. Mr. Verstraete has agreed to loan an aggregate of $2,500,000 to the Company under the note. The note bears interest at a rate of 10% per annum and, prior to its amendment in November 2023, provided that it would mature twelve months from the date of issuance. Mr. Verstraete has the right, at his option, to convert the note into shares of the Company’s Series B Convertible Preferred Stock at a conversion price of $7.50 per share at any time after the Company first issues any shares of the Series B Convertible Preferred Stock. Interest accruing under the note will be payable upon the maturity of the note and may be paid at the Company’s option in either cash or shares of the Company’s common stock (calculated based upon $0.75 per share for purposes of calculating the number of shares of common stock to be issued). For each $500,000 advanced under the Verstraete Note, Mr. Verstraete will be issued a warrant to purchase 400,000 shares of the Company’s common stock at an exercise price of $1.25 per share. Each warrant will have a 5 five-year term. During the year ended December 31, 2022, the Company received $2,500,000 under the Verstraete Note. In connection with the issuance, the Company issued five-year immediately vested warrants to purchase an aggregate of 2,000,000 shares of common stock at an exercise price $1.25 per share. The warrants had an issuance date relative fair value of $296,174 which will be amortized over the term of the note. In February 2023, $413,018 of payments made by Mr. Verstraete to third parties on behalf of the Company in June 2022 were characterized as convertible notes payable – related parties under the Verstraete Note. The Company received additional advances of $250,000, $100,000, $150,000, $72,018 and $105,000 in April 2023, May 2023, July 2023, August 2023 and September 2023, respectively, and, as a result, increased the outstanding principal balance of the Verstraete Note to $3,590,036 as of December 31, 2023. In connection with the advances, the Company issued 5 five-year immediately vested warrants to purchase an aggregate of 872,029 shares of common stock at an exercise price of $1.25 per share. The warrants had an issuance date relative fair value of $106,973 which was recorded as a discount to the face value of the note and has been amortized over the term of the note. Mr. Verstraete has assigned the Verstraete Note to a trust controlled by Darlene Soave. In March 2024, the Company received additional advances of $146,672 under the Verstraete Note which increased the outstanding principal balance of the Verstraete Note to $3,736,708. In connection with the advances, the Company issued five5 -year immediately vested warrants to purchase an aggregate of 117,338 shares of common stock at an exercise price of $1.25 per share to the trust controlled by Ms. Soave, the holder of the note. The warrants had an issuance date fair value of $6,666 which was included within derivative liabilities - related parties, recorded as a debt discount and will be amortized over the term of the note. In October 2024, the Company entered into note amendment agreements with a trust controlled by Darlene Soave to extend the maturity dates of a note originally issued to Ms. Soave and assigned to the trust and the Verstraete Note, which had an outstanding principal amount of $3,736,708 as of December 31, 2024, to April 28, 2025 and March 10, 2025, respectively. The Series B Convertible Preferred Stock had been designated by the Board on September 21, 2023 and the Company sold shares of its Series B Convertible Preferred Stock. The Company adopted ASU 2020-06 effective January 1, 2022 which eliminated the need to assess whether a beneficial conversion feature needed to be recognized upon either (a) the future issuance of new convertible notes; or (b) the resolution of any contingent beneficial conversion features. As a result, the Company did not evaluate for a beneficial conversion feature underlying the Series B Convertible Notes and Series B Convertible Preferred Stock.

| F-21 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9 – Income Taxes

The loss before income taxes consists of the following US and Israeli components:

Schedule of Income Before Income Taxes

	2024			2023
	For The Years<br> Ended
	December<br> 31,
	2024			2023
United States	$	(4,121,246	)	$	(4,704,333	)
Israel		(391,396	)		(616,879	)
Loss<br> before income taxes	$	(4,512,642	)	$	(5,321,212	)

The provision for income taxes consists of the following expenses (benefits):

Schedule of Component of Income Tax Expenses (Benefit)

	2024			2023
	For The Years<br> Ended
	December<br> 31,
	2024			2023
Deferred
Federal		(787,495	)		(853,959	)
Foreign		11,665			(70,906	)
U.S.<br> State and local		(487,497	)		(554,250	)
Total Deferred		(1,263,327	)		(1,479,115	)
Change in valuation allowance		1,263,327			1,479,115
Provision for income<br> taxes	$	-		$	-

The provision for income taxes differs from the United States federal statutory rate as follows:

Schedule of Effective Income Tax Rate Reconciliation

	2024			2023
	For The Years<br> Ended
	December<br> 31,
	2024			2023
Tax benefit at the federal statutory<br> rate		(21.0	)%		(21.0	)%
State and local taxes, net of federal benefit		(11.9	)%		(11.5	)%
Statutory rate differential - domestic versus<br> foreign		(0.2	)%		(0.2	)%
Permanent differences		2.8	%		3.9	%
Prior period true-up and other		2.2	%		1.0	%
Change in valuation allowance		28.0	%		27.8	%
Effective income tax<br> rate		0.0	%		0.0	%

The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below:

Schedule of Deferred Tax Assets

	2024			2023
	December<br> 31,
	2024			2023
Net operating loss carryforwards	$	10,753,257		$	9,997,830
Stock-based compensation		612,808			604,164
Accrued expenses		379,270			208,283
Deferred research and<br> development expenses		1,268,013			939,744
Deferred tax assets		13,013,348			11,750,021
Valuation allowance		(13,013,348	)		(11,750,021	)
Deferred<br> tax assets, net	$	-		$	-

As of December 31, 2024, the Company had approximately $22,600,000 of domestic federal, state and local net operating loss carryforwards (“NOLs”), respectively, that may be available to offset future taxable income in those jurisdictions. Approximately $4,000,000 of those NOLs will expire during the years ranging from 2034 to 2037, and approximately $18,600,000 of those NOLs have no expiration dates for federal purposes, but expire in 2034 to 2043 for state and local purposes. The utilization of NOLs to offset future taxable income may be subject to annual limitations under Internal Revenue Code Section 382 and similar state and local statutes as a result of ownership changes that could occur in the future. As of December 31, 2024, the Company had approximately $13,400,000 of Israeli NOLs, respectively, that may be available to offset future taxable income in that jurisdiction. Those NOLs have no expiration dates.

| F-22 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

The

Company has assessed the likelihood that deferred tax assets will be realized in accordance with the provisions of ASC 740 Income Taxes (“ASC 740”). ASC 740 requires that such a review considers all available positive and negative evidence, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. ASC 740 requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. After the performance of such reviews as of December 31, 2024 and 2023, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of those dates. Thus, the Company increased the valuation allowance by approximately $1,263,000 and $1,479,000 during the years ended December 31, 2024 and 2023, respectively.

Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2024 and 2023. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date.

No tax audits were commenced or were in process during the years ended December 31, 2024 and 2023. No tax related interest or penalties were incurred during the years ended December 31, 2024 and 2023. The Company’s 2021 domestic federal tax returns remain subject to audit, while the Company’s 2022, 2023 and 2024 domestic federal tax returns have not been filed yet. The Company’s Israeli federal tax returns remain subject to audit, beginning with the 2014 tax returns. No tax audits were commenced or were in process during the years ended December 31, 2024 and 2023.

Note 10 – Stockholders’ Deficiency

Authorized Capital

Effective

July 26, 2023, the Company amended the certificates of designation which established the Series A Convertible Preferred Stock and Series C Convertible Preferred Stock to increase the number of shares designated from 1,335,000 to 1,350,000 shares for the Series A Convertible Preferred Stock and from 500,000 to 1,000,000 shares for the Series C Convertible Preferred Stock.

On

September 21, 2023, the Company’s Board of Directors approved the designation of 2,000,000 shares of the 10,000,000 authorized shares of preferred stock as Series B Convertible Preferred Stock, par value $0.001 per share.

As of December 31, 2024, the Company was authorized to issue 200,000,000 shares of common stock, par value of $0.001 per share, and 10,000,000 shares of preferred stock, par value of $0.001 per share. The holders of the Company’s common stock are entitled to one vote per share. The preferred stock was designated as follows: 1,350,000 shares of Series A Convertible Preferred Stock, 2,000,000 shares of Series B Convertible Preferred Stock and 1,000,000 shares of Series C Convertible Preferred Stock.

Common Stock

2024

During

the year ended December 31, 2024, the Company issued 180,000 shares of the Company’s common stock with an issuance date fair value of $45,000 in connection with a legal settlement that was included within accrued compensation as of December 31, 2023.

During

the year ended December 31, 2024, the Company issued 20,000 shares of the Company’s common stock to a certain investor in satisfaction with convertible note payable late fees. The shares had an issuance date fair value of $5,200 which was recognized immediately.

| F-23 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

During

year ended December 31, 2024, the Company received gross proceeds of $640,626 from investors in connection with the issuance of an aggregate of 2,009,358 shares of its common stock and 10 ten-year warrants to purchase an aggregate of 2,009,358 shares of the Company’s common stock at an exercise price of $0.35 per share. The warrants had an issuance date fair value of $441,201 and were accounted for as derivative liabilities under the Company’s sequencing policy on the consolidated balance sheet as of December 31, 2024.

During

the year ended December 31, 2024, certain investors converted an aggregate of 13,333 shares of Series C Convertible Preferred Stock into an aggregate of 133,333 shares of the Company’s common stock.

During

the year ended December 31, 2024, the Company issued an aggregate of 1,000,000 immediately vested shares of the Company’s common stock to a consultant with a grant date fair value of $260,000 which was immediately recognized in the consolidated statement of operations.

During

the year ended December 31, 2024, the Company issued 6,546 shares of common stock, respectively, in connection with the conversion of convertible notes payable and accrued interest. See Note 8, Notes Payable – Convertible Notes Payable for additional details.

See elsewhere in Note 10, Stockholders’ Deficiency for details of issuances of common stock in connection with accrued dividends.

2023

During

the year ended December 31, 2023, certain investors converted an aggregate of 75,295 shares of Series C Convertible Preferred Stock into an aggregate of 752,960 shares of the Company’s common stock.

During

the year ended December 31, 2023, the Company issued an aggregate of 1,150,000 immediately-vested shares of the Company’s common stock to consultants with a grant date fair value of $381,000 which was immediately recognized in the consolidated statement of operations.

During

the year ended December 31, 2023, the Company issued 58,780 of common stock in connection with the conversion of convertible notes payable and accrued interest. See Note 8, Notes Payable – Convertible Notes Payable for additional details.

See

Note 8, Notes Payable for details associated with the issuance of 176,000 shares of common stock with an issuance date fair value of $58,080 in connection with the extinguishment of a note payable during the year ended December 31, 2023.

See elsewhere in Note 10, Stockholders’ Deficiency for details of issuances of common stock in connection with accrued dividends.

Series A Convertible Preferred Stock

The

Series A Convertible Preferred Stock has a stated value of $7.50 per share. The Series A Convertible Preferred Stock contains the following terms:

Conversion.

Each share of Series A Convertible Preferred Stock is convertible into shares of common stock (subject to adjustment as provided in the related certificate of designation of preferences, rights and limitations) at the option of the holder at any time. The number of shares of common stock which are issuable upon conversion of the Series A Convertible Preferred Stock shall be equal to the number of shares of Series A Convertible Preferred Stock to be converted, multiplied by the stated value of $7.50 per share, divided by the conversion price in effect at the time of conversion, initially at $0.75 per share.

MandatoryConversion. Series A Preferred Stock will automatically convert into common stock at the earlier of (a) any of the Company’s treatment candidates receiving Food and Drug Administration or European Medicines Agency approval; or (b) five years from the final closing of the offering.

LiquidationPreference. Upon any liquidation, dissolution or winding-up of the Company, the holders of Series A Preferred Stock will be entitled to be paid for each share of Series A Preferred Stock held thereby, but only to the extent the assets of the Company are legally available for distribution to its stockholders, in an amount equal to the stated value per share plus any accrued but unpaid dividends, before any distribution or payment may be made to the holders of any junior securities.

| F-24 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

VotingRights. The holders of Series A Convertible Preferred Stock have the right to vote on any matter submitted to a vote of holders of common stock, voting together with the common stock as one class, on an as-converted basis.

Dividends.

Holders of shares of Series A Convertible Preferred Stock will be entitled to receive cumulative dividends at an annual rate of 9% of

the stated value. Dividends are payable semi-annually on June 30 and December 31, either by (i) issuance of shares of common stock at the rate of $0.75 per share of common stock or (ii) in cash, at the Company’s option .

During

the year ended December 31, 2024, the Company accrued additional preferred dividends of $908,457 and issued 1,211,358 shares of common stock at $0.75 per share pursuant to the terms of the Series A Convertible Preferred Stock Certificate of Designation with fair values of $908,457 such that there was no accrued dividend payable as of December 31, 2024 related to the Series A Convertible Preferred Stock.

During

the year ended December 31, 2023, the Company accrued additional preferred dividends of $905,975 and issued 1,208,054 shares of common stock at $0.75 per share pursuant to the terms of the Series A Convertible Preferred Stock Certificate of Designation with fair values of $905,975 such that there was no accrued dividend payable as of December 31, 2023 related to the Series A Convertible Preferred Stock.

Series B Convertible Preferred Stock

On

October 30, 2023, the Company filed the Certificate of Designation with the Office of the Secretary of State for the State of Nevada, which established the Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock has a stated value of $7.50 per share. The Series B Convertible Preferred Stock contains the following terms:

Conversion.

Each share of Series B Convertible Preferred Stock is convertible into shares of common stock (subject to adjustment as provided in the related certificate of designation of preferences, rights and limitations) at the option of the holder at any time. The number of shares of common stock which are issuable upon conversion of the Series B Convertible Preferred Stock shall be equal to the number of shares of Series B Convertible Preferred Stock to be converted, multiplied by the stated value of $7.50 per share, divided by the conversion price in effect at the time of conversion, initially at $0.75 per share.

MandatoryConversion. On the earlier of (i) October 30, 2027 or (ii) any of the Company’s treatment candidates receiving approval from the U.S. or European agencies, all of the outstanding shares of Series B Convertible Preferred Stock will automatically convert to common stock.

LiquidationPreference. In the event of the liquidation, dissolution or winding-up of the Company, the holders of Series B Preferred Stock will be entitled to be paid for each share of Series B Preferred Stock held thereby, but only to the extent the assets of the Company are legally available for distribution to its stockholders, in an amount equal to the stated value per share plus any accrued but unpaid dividends. The Series B Convertible Preferred Stock will rank senior to common stock and any other class of capital stock which does not expressly rank senior to or pari passu with the Series B Preferred Stock and will rank pari passu with the Series A and Series C Convertible Preferred Stock.

VotingRights. The holders of Series B Convertible Preferred Stock have the right to vote on any matter submitted to a vote of holders of common stock, voting together with the common stock as one class, on an as-converted basis.

Dividends.

Holders of shares of Series B Convertible Preferred Stock will be entitled to receive cumulative dividends at an annual rate of 10% of

the stated value. Dividends are payable semi-annually on June 30 and December 31, commencing on December 31, 2023, either by (i) issuance of shares of common stock at the rate of $0.75 per share of common stock or (ii) in cash, at the Company’s option .

The Company determined that the Series B Convertible Preferred Stock was perpetual 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 purchased, the investor will receive warrants to purchase an aggregate of 150,000 shares of common stock.

| F-25 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

During

the year ended December 31, 2024, the Company received gross proceeds of $1,151,000 from investors in connection with the issuance of an aggregate of 153,460 shares of its Series B Convertible Preferred Stock and 5 five-year warrants to purchase an aggregate of 1,726,500 shares of the Company’s common stock at an exercise price of $0.75 per share. The warrants and embedded conversion options were accounted for as derivative liabilities under the Company’s sequencing policy and had an aggregate issuance date fair value of $286,600.

During

the year ended December 31, 2024, the Company issued an aggregate of 6,666 shares of its Series B Convertible Preferred Stock and 5 five-year warrants to purchase an aggregate of 50,000 shares of the Company’s common stock at an exercise price of $0.75 per share. Subsequent to December 31, 2024, the Company received proceeds of $50,000 related to this issuance. As of December 31, 2024, the $50,000 was recorded as a subscription receivable on the accompanying consolidated balance sheet and was collected in January 2025.

During

the year ended December 31, 2024, the Company accrued preferred dividends of $138,062 and issued 183,627 shares of common stock at $0.75 per share pursuant to the terms of the Series B Convertible Preferred Stock Certificate of Designation with fair values of $137,707, such that there was $7,205 accrued dividend payable as of December 31, 2024 related to the Series B Convertible Preferred Stock.

During

the year ended December 31, 2023, the Company sold an aggregate of 106,668 units to certain investors for net proceeds of $799,918 and issued 5 five-year warrants to purchase an aggregate of 1,200,000 shares of the Company’s common stock at an exercise price of $0.75 per share.

During

the year ended December 31, 2023, the Company accrued preferred dividends of $6,795 and issued no shares of common stock at $0.75 per share pursuant to the terms of the Series B Convertible Preferred Stock Certificate of Designation, such that there was $6,795 accrued dividend payable as of December 31, 2023 related to the Series B Convertible Preferred Stock.

Series C Convertible Preferred Stock

The

Series C Convertible Preferred Stock has a stated value of $7.50 per share. The Series C Convertible Preferred Stock contains the following terms:

Conversion.

Each share of Series C Preferred Stock is convertible into shares of common stock (subject to adjustment as provided in the related certificate of designation of preferences, rights and limitations) at the option of the holder at any time. The number of shares of common stock which are issuable upon conversion of the Series C Preferred Stock shall be equal to the number of shares of Series C Preferred Stock to be converted, multiplied by the stated value of $7.50 per share, divided by the conversion price in effect at the time of conversion, initially at $0.75 per share.

MandatoryConversion. On the earlier of (i) July 27, 2025 or (ii) any of the Company’s treatment candidates receiving approval from the U.S. or European agencies, all of the outstanding shares of Series C Preferred Stock will automatically convert to common stock.

LiquidationPreference. In the event of the liquidation, dissolution or winding-up of the Company, the holders of Series B Preferred Stock will be entitled to be paid for each share of Series C Preferred Stock held thereby, but only to the extent the assets of the Company are legally available for distribution to its stockholders, in an amount equal to the stated value per share plus any accrued but unpaid dividends. The Series C Preferred Stock will rank senior to common stock and any other class of capital stock which does not expressly rank senior to or pari passu with the Series C Preferred Stock and will rank pari passu with the Series A and Series B Preferred Stock.

VotingRights. The holders of Series C Preferred Stock have the right to vote on any matter submitted to a vote of holders of common stock, voting together with the common stock as one class, on an as-converted basis.

Dividends.

Holders of shares of Series C Preferred Stock will be entitled to receive cumulative dividends at an annual rate of 8% of the stated

value. Dividends are payable semi-annually on June 30 and December 31, either by (i) issuance of shares of common stock at the rate of $0.75 per share of common stock or (ii) in cash, at the Company’s option .

During

the year ended December 31, 2024, 13,333 shares of Series C Preferred Stock were converted into 133,333 shares of common stock at the shareholder’s election.

| F-26 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

During

the years ended December 31, 2024 and 2023, the Company accrued additional preferred dividends of $328,614 and $315,915, respectively, and issued 463,220 and 403,250 shares of common stock, respectively, at $0.75 per share pursuant to the terms of the Series C Convertible Preferred Stock Certificate of Designation with fair values of $347,359 and $302,386, respectively, such that there was $0 and $18,745 accrued dividend payable as of December 31, 2024 and 2023, respectively, related to the Series C Convertible Preferred Stock.

During

the years ended December 31, 2024 and 2023, the Company issued 13,333 and 110,001 shares of Series C Convertible Preferred Stock, respectively, in connection with conversions of notes payable into Series C Convertible Preferred Stock. See Note 8, Notes Payable – Convertible Notes Payable for additional details.

Equity Incentive Plan

On

August 13, 2019, the Company’s Board of Directors approved the adoption of the Company’s 2019 Equity Incentive Plan (the “Plan”). A total of 7,900,000 shares of common stock were initially reserved for issuance under the Plan and the number of reserved shares increases on the first day of each year in an amount equal to the lesser of 3% of the number of shares of common stock outstanding on the last day of the preceding year or the amount determined by our Board of Directors. The Plan permits the Board of Directors to issue stock options, stock appreciation rights, restricted stock, restricted stock units, performance and other awards to employees, consultants and directors of the Company. As of December 31, 2024, a total of 12,235,772 shares of common stock were reserved for issuance under the Plan. Of this amount, as of December 31, 2024, a total of 5,303,768 shares were available for future issuance under the Plan. As of the date of filing, the Company’s shareholders have not approved the Plan.

Stock-Based Compensation

During

the year ended December 31, 2024, the Company recognized stock-based compensation expense of $288,424 (consisting of $34,210 expense related to warrants (of which, $37,979 has been included within stockholder’s deficiency and $(3,769) which has been included within accrued compensation), and $254,214 of expense related to common stock (of which, $265,200 has been included within stockholder’s deficiency and $(10,986) has been included within accrued compensation). During the year ended December 31, 2023, the Company recognized stock-based compensation expense of $463,034 (consisting of $70,764 expense related to warrants (of which, $71,464 has been included within stockholder’s deficiency and $(700) which has been included within accrued compensation), and $392,270 of expense related to common stock (of which, $381,000 has been included within stockholder’s deficiency and $11,270 has been included within accrued compensation). See Note 6, Accrued Compensation for additional details.

During

the year ended December 31, 2024, $288,424 of stock-based compensation expense was included within general and administrative expenses and $0 was included within research and development on the consolidated statement of operations. During the year ended December 31, 2023, $463,034 of stock-based compensation expense was included within general and administrative expenses and $0 was included within research and development on the consolidated statement of operations.

As of December 31, 2024, there was no unrecognized stock-based compensation expense.

Stock Warrants

During

the year ended December 31, 2024, the Company entered into an advisory agreement with a certain advisor to perform independent advisory services in connection with business operations from January 5, 2024 to June 4, 2024. In consideration of services to be performed, the Company issued 5 five-year warrants to purchase 100,000 shares of common stock, which vest 20% monthly during the term of the agreement at an exercise price of $1.25 per share. The warrants had a grant date fair value of $6,590 which will be recognized over the vesting term.

During

the years ended December 31, 2024 and 2023, the Company issued warrants to purchase an aggregate of 1,504,838 and 1,728,028 shares of common stock, respectively, in connection with notes payable. See Note 8, Notes Payable for additional details.

See Note 4, Fair Value and Note 11, Commitments and Contingencies for additional details.

| F-27 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of the warrant activity during the year ended December 31, 2024 is presented below:

Schedule of Warrant Activity

						Weighted
				Weighted		Average
				Average		Remaining
	Number of			Exercise		Life		Intrinsic
	Warrants			Price		In<br> Years		Value
Outstanding, January 1, 2024		15,438,607		$	1.09
Issued		5,415,696			0.62
Expired/Canceled		(85,000	)		0.75
Outstanding, December 31, 2024		20,769,303		$	0.97		3.4	$	-
Exercisable, December 31, 2024		20,769,303		$	0.97		3.4	$	-

Information regarding outstanding and exercisable warrants as of December 31, 2024 is as follows:

Schedule of Outstanding and Exercisable

Warrants<br> Outstanding				Warrants<br> Exercisable
				Weighted
		Outstanding		Average		Exercisable
Exercise		Number of		Remaining<br> Life		Number of
Price		Warrants		In<br> Years		Warrants
$	0.35		2,009,358		9.7		2,009,358
$	0.75		7,831,153		3.8		7,831,153
$	0.95		125,000		1.0		125,000
$	1.25		10,803,792		2.0		10,803,792
			20,769,303		3.4		20,769,303

See Note 4, Fair Value for additional details related to valuation assumptions for warrants granted during the years ended December 31, 2024 and 2023.

Stock Options

There were no stock options granted during the year ended December 31, 2024.

| F-28 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of the option activity during the year ended December 31, 2024 is presented below:

Summary of Stock Option Activity

					Weighted
			Weighted		Average
			Average		Remaining
	Number of		Exercise		Life		Intrinsic
	Options		Price		In<br> Years		Value
Outstanding, January 1, 2024		6,932,004	$	0.83
Granted		-		-
Exercised		-		-
Forfeited/cancelled		-		-
Outstanding, December 31, 2024		6,932,004	$	0.83		3.1	$	-
Exercisable, December 31, 2024		6,932,004	$	0.83		3.1	$	-

Information regarding outstanding and exercisable options as of December 31, 2024 is as follows:

Schedule of Outstanding and Exercisable

Options<br> Outstanding				Options<br> Exercisable
				Weighted
		Outstanding		Average		Exercisable
Exercise		Number of		Remaining<br> Life		Number of
Price		Option		In<br> Years		Options
$	0.75		4,832,004		3.7		4,832,004
$	1.00		2,100,000		1.7		2,100,000
			6,932,004		3.1		6,932,004

| F-29 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11 – Commitments and Contingencies

Yeda Research and License Agreement

On October 3, 2011, the Company entered into a Research and License Agreement (the “Agreement”) with Yeda Research and Development Company Limited (“Yeda”) for Veto Cell technology and an exclusive option to negotiate an additional license for organ regeneration technology. Yeda is the technology transfer and commercial arm of the Weizmann Institute, for research conducted at the Weizmann Institute for an invention comprising methods of bone marrow transplantation and cell therapy utilizing Veto Cells. As Yeda is a founder and a significant shareholder of the Company, it is a related party. If the Company fails to achieve any of the milestones by the dates set forth in the Agreement, Yeda is entitled to terminate the license upon written notice to the Company. In December 2021, the Company and Yeda amended the agreement to extend the next milestone to January 1, 2025. To date, the Company has been deemed to have met all of the milestones. Either Yeda or the Company may terminate the agreement and the license after the commitment of a material breach by the other party and in certain other instances as detailed in the agreement. The Company paid no consideration to Yeda during the years ended December 31, 2024 and 2023.

During

the years ended December 31, 2024 and 2023, the Company recorded research and development expenses of $58,000 related to the Agreement. As of December 31, 2024 and 2023, the Company had $130,500 and $72,500, respectively, of accrued research and development expenses pursuant to the Agreement with Yeda, which are included within accrued expenses-related parties on the consolidated balance sheets.

MD Anderson Sponsored Research Agreements

In

October 2021, the Sponsored Research Agreement with The University of Texas M.D. Anderson Cancer Center (“MD Anderson”) dated November 2018 was amended to extend the agreement by one year to November 27, 2022 and define the budget during such one-year period to be approximately $1,300,000. On November 15, 2022 the Company and MD Anderson agreed to extend the Sponsored Research Agreement by one year to November 27, 2023. Under the amendment, the research budget for the additional year is approximately $1,300,000. On November 6, 2023, the Company and MD Anderson agreed to extend the Sponsored Research Agreement by one year to November 27, 2024. Under the amendment, the research budget for the additional year is approximately $1,296,000. Subsequent to December 31, 2024, the Company and MD Anderson agreed to extend the Sponsored Research Agreement by three months to May 27, 2025. Under the amendment, the research budget for the additional three months is $327,000. The Agreement was then amended by three additional months to August 31, 2025. Under the amendment, the research budget for the additional three months is $296,000. The Agreement has since been amended through March 31, 2026, as if the previous term had never expired.

The

Company recognized $1,759,872 and $1,406,193 of research and development expenses during the years ended December 31, 2024 and 2023, respectively, associated with services provided by MD Anderson, under the two agreements dated November 2018 and February 2019. As of December 31, 2024, the Company had $16,545 of accrued research and development expenses pursuant to the agreements with MD Anderson and $1,189,372 of accounts payable due pursuant to the agreements with MD Anderson, which is included within accounts payable on the consolidated balance sheets.

Litigation

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed.

| F-30 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

In

January 2019, the holder of a promissory note in the principal amount of $250,000 due on March 16, 2016 instituted a collection action in the Supreme Court of the State of New York, County of New York. On June 12, 2019, the plaintiff served a motion for summary judgment through the Secretary of State which was heard on July 12, 2019 and granted. The Company contended that it was not given sufficient notice under the applicable statute and did not have an opportunity to oppose the motion. Judgment was entered in October 2019 in the amount of $267,680. The Company brought a motion to vacate based on the jurisdictional defect of the motion in not providing the required amount of time, but that motion was denied in February 2021 without properly addressing the jurisdictional issues raised by the Company. The Company appealed the denial and then filed a motion to Renew and Reargue the motion to vacate based on the Court’s failure to address critical issues. That motion was also denied on April 15, 2021 without addressing the Company’s arguments. The Company appealed the second denial as well and pursued both appeals in a consolidated manner so as to resolve all issues together. Each of the appeals was denied and there is no further opportunity to appeal. While the Company’s motions were pending, the plaintiff commenced steps to collect judgment. During the year ended December 31, 2021, $103,088 of a $250,000 deposit made with the court by a third party on behalf of the Company was released to an officer of the court and has been accounted for as partial note repayment, with an additional $146,912 due under the note repaid by a release of the remaining deposit to an officer of the court during the year ended December 31, 2022, which was also accounted for as a note repayment. In August 2023, a supplemental judgment of $38,838 was entered against the Company. Inasmuch, as there were no further opportunities to appeal, in June 2024, the Company resolved this matter by making a final payment of $135,000 and the plaintiff agreed to cease the pursuit of additional sanctions against the Company and filed a satisfaction of judgment.

In

August 2022, a holder of 360,000 shares of the Company’s common stock filed a complaint against the Company, its President and legal counsel in the United States District Court, Southern District of New York, claiming unspecified damages for an alleged wrongful refusal to authorize the Company’s transfer agent to remove restrictive legends from the shares held by the shareholder. The complaints against the Company’s legal counsel and President were dismissed by the Court. Effective December 29, 2023, the parties reached a settlement agreement whereby the Company, in exchange for the dismissal with prejudice of the claims made by the plaintiff against the Company, agreed to (i) cause the Company’s transfer agent to remove the restrictive legend on the shares held by the plaintiff and (ii) issue the following securities to the plaintiff: 180,000 shares of its common stock (which was issued subsequent to December 31, 2023), a warrant to purchase 180,000 shares of its common stock at an exercise price of $0.75 per share and a convertible promissory note in the principal amount of $50,000. The Company recorded a loss on legal settlement of $142,600 during 2023 in connection with this matter on the consolidated statement of operations.

See Note 8, Notes Payable for details associated with the issuance of the convertible note payable in connection with the settlement.

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 12 – Related Party Transactions

See Note 8, Notes Payable for details associated with the issuance of convertible notes payable, the Soave Note and the Verstraete Note, to directors of the Company.

As

of December 31, 2024 and 2023, the Company was required to issue warrants to purchase an aggregate of 2,256,500 and 1,956,500, respectively, shares of common stock at an exercise price of $0.75 per share to directors of the Company in connection with loans made to the Company in the aggregate amount of $459,000 which required certain penalties in the form of warrants. As a result, the Company had accrued $129,112 and $215,050 associated with the fair value of the obligations as of December 31, 2024 and 2023, respectively, which amount is included in accrued interest – related parties on the consolidated balance sheets.

| F-31 |

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CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13 – Segment Reporting

The Company has one operating and reporting segment, Cell Source, Inc., the development of proprietary immune system management technology. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker (“CODM”), who is the Company’s chief executive officer, utilizes the Company’s financial information on an aggregate, consolidated basis for purposes of making operating decisions, allocating resources and assessing financial performance, as well as for making strategic operations decisions and managing the organization. The CODM is not regularly provided with disaggregated actual expense information, other than the actual expense information included in the consolidated statements of operations. The measure of segment assets is reported on the balance sheet as total assets. The Company’s significant segment expenses are as presented in the Company’s consolidated statement of operations. The Company has not yet generated any revenue.

Note 14 – Subsequent Events

The Company has evaluated events that have occurred after the balance sheet and through the date the financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed below.

AdvisoryAgreements

Subsequent

to December 31, 2024, 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 shall issue to the advisor 5-year warrants to purchase 150,000 shares of common stock, which vest 20% monthly during the term of the agreement at an exercise price of $0.75 per share.

NoteAmendments

Subsequent

to December 31, 2024, 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 $50,000 from December 23, 2024 to April 30, 2025. If the note is not repaid in full by April 30, 2025, any further extension will require the issuance of an additional five5-year warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.75 per share. Contemporaneous with the execution of this amendment, the Company issued to the lender an additional 5 five-year warrant to purchase 150,000 shares of the Company’s common stock at an exercise price of $0.75 per share. This note was then amended again to extend the maturity date of the note from April 30, 2025 to July 31, 2025. Contemporaneous with the execution of this additional amendment, the Company issued to the lender an additional 5 five-year warrant to purchase 150,000 shares of the Company’s common stock at an exercise price of $0.75 per share. This note was then amended again to extend the maturity date of the note from July 31, 2025 to December 31, 2025. Contemporaneous with the execution of this additional amendment, the Company issued to the lender an additional 5 five-year warrant to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.75 per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.

Subsequent

to December 31, 2024, 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 $25,000 from December 26, 2024 to April 30, 2025. If the note is not repaid in full by April 30, 2025, any further extension will require the issuance of an additional 5 five-year warrant to purchase 25,000 shares of the Company’s common stock at an exercise price of $0.75 per share. Contemporaneous with the execution of this amendment, the Company issued to the lender an additional 5 five-year warrant to purchase 75,000 shares of the Company’s common stock at an exercise price of $0.75 per share. This note was then amended again to extend the maturity date of the note from April 30, 2025 to July 31, 2025. Contemporaneous with the execution of this additional amendment, the Company issued to the lender an additional 5 five-year warrant to purchase 75,000 shares of the Company’s common stock at an exercise price of $0.75 per share. This note was then amended again to extend the maturity date of the note from July 31, 2025 to December 31, 2025. Contemporaneous with the execution of this additional amendment, the Company issued to the lender an additional 5 five-year warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.75 per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.

Subsequent

to December 31, 2024, 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 $250,000 from April 30, 2025 to June 30, 2025. Contemporaneous with the execution of this amendment, the Company issued to the lender an additional 5 five-year warrant to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.75 per share.

| F-32 |

| --- |

CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

Subsequent

to December 31, 2024, the Company entered into a note amendment agreement with a note holder to (i) extend the maturity date of a convertible note in the principal amount of $25,000 to December 31, 2025. Contemporaneous with the execution of this amendment, the Company issued to the lender an additional 5 five-year warrant to purchase 75,000 shares of the Company’s common stock at an exercise price of $0.75 per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.

Issuanceof Notes Payable

Subsequent

to December 31, 2024, the Company received proceeds of $327,000

from a related party investor and issued a note payable in

the principal amount of $385,860

with a maturity date of April 27, 2025. The note bears interest at 12

%

per annum and has an original issue discount of $58,860 . In connection with the issuances, the Company issued a 10 ten-ye

ar

immediately vested warrant to purchase 490,500

shares of common stock at an exercise price of $0.75

per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.

Subsequent

to December 31, 2024, the Company received proceeds of $50,000 from an investor and issued a note payable in the principal amount of $62,500 with a maturity date of November 15, 2025. The note has an original issue discount of $12,500. In connection with the issuances, the Company issued a 10 ten-year immediately vested warrant to purchase 75,000 shares of common stock at an exercise price of $0.35 per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.

Subsequent

to December 31, 2024, the Company received proceeds of $30,000 from an investor and issued a note payable in the principal amount of $37,500 with a maturity date of November 16, 2025. The note bears interest at 10% per annum and has an original issue discount of $7,500. In connection with the issuances, the Company issued a 10ten-year immediately vested warrant to purchase 45,000 shares of common stock at an exercise price of $0.35 per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.

Subsequent

to December 31, 2024, the Company received gross proceeds of $56,000

from an investor and issued a note payable in the principal

amount of $66,080

with an original issue discount of $10,080

. The note had a maturity date of October 30, 2025, and was repaid in full prior to maturity.

Subsequent

to December 31, 2024, the Company received net proceeds of $200,000 from an investor and issued a note payable in the principal amount of $285,714 pursuant to a note purchase agreement which provides that the investor will loan an additional $800,000 in seven tranches upon the occurrence of certain events, including the completion by the Company of certain filings with the Securities Exchange Commission. If all tranches are funded, the aggregate principal amount of the notes issued pursuant to the Note Purchase Agreement will be $1,428,571. The note is secured by substantially all of the assets of the Company and is convertible into shares of the Company’s common stock in the event of a default under the note at a conversion price equal to 65% of the trading price of the Company’s common stock during the 20-trading day period prior to conversion. The notes will be due on February 24, 2026. The Company issued 1,714,286 shares of common stock (the “Origination Shares”) and a warrant to purchase 571,429 shares of common stock at an exercise price of $0.25 per share to the investor pursuant to the terms of the note purchase agreement. If all tranches are funded, the Company will be required to issue warrants to purchase an additional 2,285,714 shares of common stock to the investor. The investor has been granted “piggyback” registration rights with respect to the Origination Shares and the shares issuable upon conversion of the notes and exercise of the warrants and rights to participate in future financings. The Company will be required to issue additional shares of common stock to the investor if the market value of the Origination Shares falls below $428,571. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.

Subsequent

to December 31, 2024, the Company received aggregate proceeds of $400,000 from investors and issued notes payable in the principal amount of $500,000 with a maturity date of January 7, 2026. The notes bear interest at 10% per annum and have an original issue discount of $100,000. In connection with the issuances, the Company issued 10ten-year immediately vested warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.75 per share. In connection with the issuances, the Company issued an aggregate of 400,000 shares of its common stock. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.

Subsequent

to December 31, 2024, the Company received proceeds of $9,251 from an investor and issued a note payable in the principal amount of $11,564 with a maturity date of November 20, 2025. The note bears interest at 10% per annum and has an original issue discount of $2,313. In connection with the issuances, the Company issued a 5five-year immediately vested warrant to purchase 20,000 shares of common stock at an exercise price of $0.75 per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.

Subsequent

to December 31, 2024, the Company received proceeds of $149,500 from an investor and issued a note payable in the principal amount of $186,875 with a maturity date of December 2, 2026. The note bears interest at 10% per annum and has an original issue discount of $37,375. In connection with the issuances, the Company issued a 10ten-year immediately vested warrant to purchase 373,750 shares of common stock at an exercise price of $0.75 per share.

Subsequent to December 31, 2024, a note payable to a lender in the original principal amount of $202,500, which matured on March 6, 2025 was satisfied in full. In connection with the satisfaction, the Company paid $100,000 and the remaining balance was paid by a third-party lender. Contemporaneous with the repayment, the Company entered into a business loan and security agreement with the third-party lender in the principal amount of $250,000 with a maturity date of May 11, 2026. If the loan is not repaid by the maturity date, a late fee of 45% of the principal balance will be imposed. The loan is secured by substantially all of the assets of the Company and is personally guaranteed by a member of the Company’s Board of Directors.

| F-33 |

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CELL

                                        SOURCE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

Subsequent to December 31, 2024, the Company completed a private placement of original issue discount convertible notes payable in the aggregate principal amount of $1,875,000. The Company received net proceeds of $1,500,000 from the offering. The notes bear interest at a rate of 10% per annum and are convertible into shares of the Company’s common stock at a conversion price equal to 90% of the lowest volume weighted average price of the common stock during the ten trading days prior to conversion. The notes become due upon the earlier of June 17, 2026 or the listing of the Company’s common stock on the Nasdaq Capital Market or another national securities exchange. For each $100,000 invested, investors in the offering received a 5five-year warrant to purchase the Company’s common stock at an exercise price of $0.40 per share. A total of 1,875,000 warrants were issued in the offering.

Subsequent to December 31, 2024, the Company

received aggregate proceeds of $450,000 from investors and issued notes payable in the principal amount of $562,500 with maturity dates ranging from July 29, 2026 to August 27, 2026. The notes bear interest at 10% per annum and have an original issue discount of $112,500. In connection with the issuances, the Company issued 5five-year immediately vested warrants to purchase 562,500 shares of common stock at an exercise price of $0.40 per share.

Issuanceof Series B Convertible Preferred Stock

Subsequent

to December 31, 2024, the Company received proceeds of $310,000 from investors in connection with the issuance of 41,332 shares of its Series B Convertible Preferred Stock and 5five-year warrants to purchase 465,000 shares of the Company’s common stock at an exercise price of $0.75 per share.

Issuanceof Common Stock

Subsequent

to December 31, 2024, the Company received gross proceeds of $250,000 from investors in connection with the issuance of an aggregate of 714,286 shares of its Common Stock and 10ten-year warrants to purchase an aggregate of 714,286 shares of the Company’s common stock at an exercise price of $0.35 per share.

Subsequent

to December 31, 2024, the Company issued an aggregate of 1,282,270 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.

StockOptions

Subsequent

to December 31, 2024, the Company granted an aggregate of 4,525,000 5five-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 service provider with an exercise price of $0.75 per share.

Subsequent to December 31, 2024, 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 December 31, 2024, 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.

StockWarrants

Subsequent to December 31, 2024, the Company entered into warrant amendment agreements with certain investors to extend the expiration dates ranging from February 2025 to August 2025, to February 2029 to August 2029.

Subsequent to December 31, 2024, the Company entered into a warrant amendment agreement with an investor to extend the expiration date of the warrant from December 1, 2025 to December 1, 2030.

Subsequent to December 31, 2024, 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 December 31, 2024, 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 December 31, 2024, the Company entered into a warrant agreement with an investor to issue 5five-year warrants to purchase 25,000 shares of the Company’s common stock at an exercise price of $0.75 per share.

AutomaticConversion of Preferred Stock

Subsequent

to December 31, 2024, the 1,342,195 issued and outstanding shares of the Company’s Series A Preferred Stock converted into 13,421,950 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 December 31, 2024, the 537,482 issued and outstanding shares of the Company’s Series C Preferred Stock converted into 5,374,820 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.

| F-34 |

| --- |

Exhibit10.64(e)

AmendmentNo. 5 to

ThirdAmended and Restated 10% Convertible Note

This Amendment No. 5 to Third Amended and Restated 10% Convertible Note effective June 18, 2021 between Cell Source, Inc. (the “Company”) and Darlene Soave (the “Lender”) is effective as of the 10^th^ day of April 2024.

WHEREAS, the Company has previously issued to the Lender an 8% Convertible Note effective October 28, 2019 (the “Original Note”) that was subsequently amended by various amendments, including the Third Amended and Restated 10% Convertible Note (the “Third Amended and Restated Note”) in the principal amount of up to $6,000,000 dated and effective as of June 18, 2021;

WHEREAS, the Lender has assigned the Note to Darlene Soave Revocable Trust (the “Holder”);

WHEREAS, the Company and the Holder wish to extend the Maturity Date of the Third Amended and Restated Note;

NOW THEREFORE, the Company and the Holder hereby agree as follows:

1.	Extension of Maturity Date. The Maturity Date of the Note is hereby extended until October 28,<br> 2024.
2.	Capitalized Terms. Capitalized terms used herein and not otherwise defined shall have the meanings<br> ascribed in the Note.
3.	Counterparts.<br> This Amendment may be executed in multiple counterparts, each of which shall be an original,<br> but all of this shall be deemed to constitute one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 5 on April 10, 2024 effective as of April 10, 2024.

COMPANY
Cell Source, Inc.
By:	/s/<br> Itamar Shimrat
Name:	Itamar Shimrat
Title:	President and Chief<br> Executive Officer
HOLDER
---	---
Darlene Soave Revocable Trust
By:	/s/<br> Darlene Soave
Name:	Darlene Soave
Title:	Trustee

Exhibit10.64(f)

AmendmentNo. 6 to

ThirdAmended and Restated 10% Convertible Note

This Amendment No. 6 to Third Amended and Restated 10% Convertible Note effective June 18, 2021 between Cell Source, Inc. (the “Company”) and Darlene Soave (the “Lender”) is effective as of the 28^th^ day of October 2024.

WHEREAS, the Lender has assigned the Note to Darlene Soave Revocable Trust (the “Holder”);

WHEREAS, the Company and the Holder wish to extend the Maturity Date of the Third Amended and Restated Note;

NOW THEREFORE, the Company and the Holder hereby agree as follows:

1.	Extension of Maturity Date. The Maturity Date of the Note is hereby extended until April 28, 2025.
2.	Capitalized Terms. Capitalized terms used herein and not otherwise defined shall have the meanings<br> ascribed in the Note.
3.	Counterparts.<br> This Amendment may be executed in multiple counterparts, each of which shall be an original,<br> but all of this shall be deemed to constitute one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 6 on November 11, 2024 effective as of October 28, 2024.

COMPANY
Cell Source, Inc.
By:	/s/ Itamar Shimrat
Name:	Itamar Shimrat
Title:	President and Chief Executive Officer
HOLDER
Darlene Soave Revocable Trust
By:	/s/ Darlene Soave
Name:	Darlene<br>Soave
Title:	Trustee

Exhibit10.68(c)

AmendmentNo. 3 to

10%Convertible Note

This Amendment No. 3 to 10% Convertible Note effective March 10, 2022 between Cell Source, Inc. (the “Company”) and George Verstraete (the “Lender”) is effective as of the 10^th^ day of March 2024.

WHEREAS, the Company has previously issued to the Lender a 10% Convertible Note in the principal amount of up to $6,000,000 dated and effective as of March 10, 2022 as amended by Amendment No. 1 thereto effective as of March 10, 2023 and Amendment No. 2 thereto effective as of September 10, 2023 (as so amended, the “Note”);

WHEREAS, the Lender has assigned the Note to Darlene Soave Revocable Trust (the “Holder”);

WHEREAS, the Company and the Holder wish to extend the Maturity Date of the Note;

NOW THEREFORE, the Company and the Holder hereby agree as follows:

1.	Extension of Maturity Date. The Maturity Date of the Note is hereby extended until September 10, 2024.
2.	Update of Schedule A. Schedule A to the Note has been updated as per Schedule A attached hereto.
3.	Capitalized Terms. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed in the Note.
4.	Counterparts.<br> This Amendment may be executed in multiple counterparts, each of which shall be an original, but all of this shall be deemed to constitute<br> one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 on April 30, 2024 effective as of March 10, 2024.

COMPANY
Cell Source, Inc.
By:	/s/<br> Itamar Shimrat
Name:	Itamar Shimrat
Title:	President and Chief<br> Executive Officer
HOLDER
---	---
Darlene Soave Revocable Trust
By:	/s/<br> Darlene Soave
Name:	Darlene Soave
Title:	Trustee

ScheduleA

Scheduleof Loans and Payments

Date	Amount<br> of Loan			Balance<br> Remaining<br><br> <br>Unpaid
03-10-2022	$	1,000,000	-0-	$	1,000,000
09-13-2022	$	1,000,000	-0-	$	2,000,000
11-03-2022	$	500,000	-0-	$	2,500,000
02-28-2023	$	413,018	-0-	$	2,913,018
04-14-2023	$	250,000	-0-	$	3,163,018
05-17-2023	$	100,000	-0-	$	3,263,018
07-27-2023	$	150,000	-0-	$	3,413,018
08-16-2023	$	72,018	-0-	$	3,485,036
09-05-2023	$	105,000	-0-	$	3,590,036
01-30-2024	$	9,335.84	-0-	$	3,559,371.84
03-04-2024	$	129,335.86	-0-	$	3,688,707.70
04-30-2024	$	8,000	-0-	$	3,696,707.70

Exhibit10.68(d)

AmendmentNo. 4 to

10%Convertible Note

This Amendment No. 4 to 10% Convertible Note effective March 10, 2022 between Cell Source, Inc. (the “Company”) and George Verstraete (the “Lender”) is effective as of the 10^th^ day of September 2024.

WHEREAS, the Company has previously issued to the Lender a 10% Convertible Note in the principal amount of up to $6,000,000 dated and effective as of March 10, 2022 as amended by Amendment No. 1 thereto effective as of March 10, 2023, Amendment No. 2 thereto effective as of September 10, 2023 and Amendment No. 3 thereto effective as of March 10, 2024 (as so amended, the “Note”);

WHEREAS, the Lender has assigned the Note to Darlene Soave Revocable Trust (the “Holder”);

WHEREAS, the Company and the Holder wish to extend the Maturity Date of the Note;

NOW THEREFORE, the Company and the Holder hereby agree as follows:

1.	Extension of Maturity Date. The Maturity Date of the Note is hereby extended until March 10, 2025.
2.	Update of Schedule A. Schedule A to the Note has been updated as per Schedule A attached hereto.
3.	Capitalized Terms. Capitalized terms used herein and not otherwise defined shall have the meanings<br> ascribed in the Note.
4.	Counterparts.<br> This Amendment may be executed in multiple counterparts, each of which shall be an original,<br> but all of this shall be deemed to constitute one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 4 on November 11, 2024 effective as of September 10, 2024.

COMPANY
Cell Source, Inc.
By:	/s/ Itamar Shimrat
Name:	Itamar Shimrat
Title:	President and Chief Executive Officer
HOLDER
Darlene Soave Revocable Trust
By:	/s/ Darlene Soave
Name:	Darlene<br>Soave
Title:	Trustee

ScheduleA

Scheduleof Loans and Payments

Date	Amount<br> of Loan			Balance<br> Remaining Unpaid
03-10-2022	$	1,000,000	-0-	$	1,000,000
09-13-2022	$	1,000,000	-0-	$	2,000,000
11-03-2022	$	500,000	-0-	$	2,500,000
02-28-2023	$	413,018	-0-	$	2,913,018
04-14-2023	$	250,000	-0-	$	3,163,018
05-17-2023	$	100,000	-0-	$	3,263,018
07-27-2023	$	150,000	-0-	$	3,413,018
08-16-2023	$	72,018	-0-	$	3,485,036
09-05-2023	$	105,000	-0-	$	3,590,036
01-30-2024	$	9,335.84	-0-	$	3,559,371.84
03-04-2024	$	129,335.86	-0-	$	3,688,707.70
04-30-2024	$	8,000	-0-	$	3,696,707.70

Exhibit10.78

This Business Loan and Security Agreement (as amended, modified or restated, the “Agreement”), together with the attached Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits) (as amended, modified or restated, “AuthorizationAgreement”), as amended, modified or restated (collectively the “Agreement”) governs your business loan (“Loan”) made by the Borrower as of the Effective Date (defined below). Please read this Agreement and keep it for your reference. In this Agreement, the words “you”, “your” and “Borrower” each mean the Borrower identified on the signature page of this Agreement. Each Person identified on the signature page of this Business Loan and Security Agreement as a “Guarantor” (including any Secured Guarantor as herein defined) shall be referred to individually as “ Guarantor” and collectively as “Guarantors” in this Agreement. The words “ Lender”, “we”, “us”, and “our” each mean CELL SOURCE, INC. et al see addendum, and its successors and assigns. “Person” means an individual, corporation, association, partnership, an estate, a trust and any other entity or organization. Each disbursement of the Loan is an “ Advance.”

If you have any questions, please call us at 385-444-7518

(we have support available Monday - Friday 9am - 6pm ET) or email info@achcapital.com.

YOUR LOAN DETAILS
Borrower:	CELL<br> SOURCE, INC. et al see addendum
Borrower’s Address:	57<br> W 57TH ST, NEW YORK, NY 10019
Lender:	TVT<br> Capital Source LLC
Address for Lender:	395<br> S Main Street Suite 201, Alpine, UT, 84004 Email (info@achcapital.com)
Guarantor(s):	DENNIS MAYER BROWN
Address(es) for Guarantor(s):	555<br> Byron St Apt 101 Palo Alto CA94301
Secured Guarantor(s):	DENNIS MAYER BROWN
Address(es) for Secured Guarantor(s):	555<br> Byron St Apt 101 Palo Alto
Loan Amount:	$ 202,500.00
OriginationFee:<br><br> <br>(Deducted<br> at time of disbursement)	$ 2,500.00
AdvanceAmount:<br><br> <br>(Loan<br>Amount less Origination Fee)<br><br> <br>Note<br> that the Advance Amount may not be the amount deposited to your Designated Checking Account. The amount that will be deposited to<br> your Designated Checking Account will be reduced by any amounts owed to Lender from any prior Advance, indebtedness, or loan, or<br> may be used to pay off an amount owed to a third-party creditor.	$ 200,000.00
Maturity Date:	03/06/2025
WeeklyPayment Amount: (Business Days only)<br><br> <br><br><br> <br>PaymentSchedule:<br><br> <br><br><br> <br>The<br> term “Business Day” means any Monday through Friday, except for Federal Reserve holidays.	SEE<br>ADDENDUM
TotalInterest Expense:<br><br> <br>(Does<br> not include any costs, expenses or Fees)	$ 81,000.00
TotalRepayment Amount:<br><br> <br>(Loan<br> Amount plus Total Interest Expense)	$ 283,500.00
RENEWAL, AND OTHER FEES
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Renewals:	Remaining<br> unpaid interest on this Loan will be eligible to be forgiven by Lender in Lender’s sole discretion if: (a) Borrower is current<br> on its scheduled payments with respect to this Loan (including payment of any fees or expenses), and (b) while this Loan is outstanding,<br> Borrower enters into a business loan and security agreement for a new qualifying term loan with Lender, a portion of the proceeds<br> of which are used to repay this Loan in whole.
Other Fees: (with the Origination Fee collectively the “Fees”)	Underwriting<br> Fee: $<br><br> <br><br><br> <br>Processing Fee: $ 2,500.00<br><br> <br><br><br> <br>Professional Service Fee: $<br><br> <br><br><br> <br>Returned<br> Payment Fee: $ 35.00<br><br> <br><br><br> <br>Funding Fee: $ 0.00<br><br> <br><br><br> <br>Bank<br> Change Fee: $ 50.00<br><br> <br><br><br> <br>Non-Sufficient<br> Funds (NSF) Fee: $ 35.00<br><br> <br><br><br> <br>Stopped Payment Fee: $ 150.00<br><br> <br><br><br> <br>Default<br> Fee: 15%<br><br> <br><br><br> <br>UCC<br> Filing Fee: $ 150.00<br><br> <br><br><br> <br>Late Fee: $ 35.00<br><br> <br><br><br> <br>Stacking Fee: 10%
CERTAIN DISCLOSURES
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Loan Pricing Disclosure	Lender<br> uses a system of risk-based pricing to determine interest charges and fees. Risk-based pricing is a system that evaluates the risk<br> factors of your application and adjusts the interest rate up or down based on this risk evaluation. This loan may be a higher cost<br> loan than loans that may be available through other lenders. Borrower understands that Lender may make loans at other amounts, interest<br> rates and with other fees to other Persons as well.
Loan For Specific Purposes Only	The<br>proceeds of the requested Loan may solely be used for the specific purposes as set forth in the Use of Proceeds Certification of the<br>Business Loan and Security Agreement. IN ADDITION, THE LOAN WILL NOT BE USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. Borrower understands<br>that Borrower’s agreement not to use the Loan proceeds for personal, family or household purposes means that certain important<br>duties imposed upon entities making loans for consumer/personal purposes, and certain important rights conferred upon consumers, pursuant<br>to federal or state law will not apply to this transaction.

| Loan # 1005078307 | CELL SOURCE, INC. et al see addendum |

| --- | --- | | | Page 2 | | The calculations below involve certain key assumptions about this Loan, including that the Loan is paid off in its entirety according to the agreed Payment Schedule and that no repayments are missed. This is provided as a convenience only, and Lender’s records will, absent manifest error, be conclusively presumed to be correct and accurate and constitute an account stated between Borrower and Lender. To the extent the Lender’s records differ from the below metric calculations and metric explanations, the Lender’s records shall control. The amounts below may vary from the actual amounts. | | --- | | LoanAmount $ 202,500.00 | Advance Amount (minus fees withheld) ^1^ $ 200,000.00 | RepaymentAmount $ 283,500.00 | Term 3Months (repaid Weekly) | | --- | --- | --- | --- | | METRIC | METRIC CALCULATION | METRIC EXPLANATION | | --- | --- | --- | | Total Cost of Capital $83,500.00 | Interest Expense: $ 81,000.00 Loan Fee: $ Origination Fee: $ 2,500.00 Other Fees: $ Total Cost of Capital: $ 83,500.00 | This is the total amount that you will pay in interest and fees for the Loan, but this amount does not include fees and other charges you can avoid, such as late payment fees, returned payment fees, and the default fee.^2^ | | Annual Percentage Rate (APR)^3^ 473.06 % | APR:473.06 % | | | Centson the Dollar (excluding fees) 40¢ | Interest Expense or $ 81,000.000 Loan Fee: Loan Amount: ÷ $ 202,500.00 | This is the total amount of interest or Loan Fee paid per dollar borrowed. This amount is exclusive of fees. This is provided as a convenience only. | | **** | Centson the Dollar 40 ¢ (excluding fees): | | | Prepayment | Does prepayment of this Loan result in any new fees or charges? | No (see “Prepayment” above) | | | Does prepayment of this Loan decrease the total interest or Loan Fees owed? | Yes (see “Prepayment” above for the interest or fee reduction amount) | | 1 The Advance Amount is the amount of capital that a business receives and may be different from the Loan Amount. The Advance Amount is net of fees withheld from the Loan Amount. A portion of the Advance Amount may be used to pay off any amounts owed to Lender from a prior Advance, indebtedness, loan, or used to pay an amount owed to a third party creditor. 2 Your business may incur other fees that are not a condition of borrowing, such as late payment fees, returned payment fees, default fees, or monthly maintenance fees. Those fees are not reflected here. See the agreement for details on these fees (see “Other Fees” above). Further, your business may incur other third-party fees associated with any Advance, borrowing, non-payment or otherwise. 3 APR should be considered in conjunction with the Total Cost of Capital. APR may be most useful when comparing financing solutions of similar expected duration. APR is calculated here according to the principles of 12 C.F.R. § 1026 (Regulation Z), using 52 payment periods of equal length and 52 payment dates per year for weekly pay products, and 252 payment dates per year for daily pay products. | | |

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1. EFFECTIVEDATE. This Agreement begins on the date we accept this Agreement in Utah and signed by Lender (“Effective Date”). Borrower understands and agrees that Lender may postpone, without penalty, the Advance of Loan amounts to Borrower until Lender has determined in its sole discretion that all required security interests for the Loan have been perfected and Lender has received all required corporate guarantees or other documentation for the Loan.

**2. AUTHORIZATION.**Borrower agrees that the Loan shall be conclusively deemed to have been authorized by Borrower and to have been made pursuant to a duly authorized request on its behalf.

3. LOAN FOR SPECIFIC PURPOSES ONLY. THE PROCEEDS OF THE LOAN MAY BE USED ONLY FOR THE SPECIFIC PURPOSES AS SET FORTH IN THE USE OF PROCEEDS CERTIFICATION CONTAINED IN SECTION 48 BELOW, AND NOT FOR ANY OTHER PURPOSES . In addition, the Loan will not be used for personal, family or household purposes, and Borrower and Guarantors agree they each are forever estopped from taking the position that such Loan (including Advances) are or were used for such personal, family or household purposes. Borrower understands that Borrower’s covenant not to use the Loan proceeds for personal, family or household purposes means that certain important duties imposed upon Persons making loans for personal, family or household purposes, and certain important rights conferred upon such Persons, pursuant to federal or state law will not apply to the Loan or the Agreement. Borrower understands that Lender will be unable to confirm whether the use of the Loan conforms to this Section. Borrower agrees that a breach by Borrower of the provisions of this Section shall not affect Lender’s right to (a) enforce Borrower’s promise to pay for all amounts owed under this Agreement, regardless of (i) the purpose forwhich the Loan is obtained or (ii) how the Loan proceeds are used by Borrower, and (b) use any remedy legally available to Lender, evenif that remedy would normally not have been available had the Loan been made by Lender to Borrower for personal, family or householdpurposes.

4. ADVANCEOF LOAN PROCEEDS AND MAINTENANCE OF BORROWER’S BANK ACCOUNT. If Borrower applied and was approved for the Loan, then the Loan will be disbursed as provided in the attached Authorization Agreement. Borrower shall maintain Direct Payments (ACH Debits) in its Designated Checking Account, including keeping such account open until the “Total Repayment Amount “ as defined in this Agreement has been completely repaid.

5.PROMISE TO PAY. Borrower shall pay Lender the Total Repayment Amount in accordance with the Payment Schedule above. As provided in the attached Authorization Agreement, Borrower shall enroll in Lender’s Automatic Payment Plan and authorizes Lender to collect required Loan payments. If required by Lender, Borrower agrees and authorizes Lender (or its servicer or any agent of Lender thereof) to collect Loan payments from a transfer account established pursuant to this Agreement.

6. ALTERNATIVEPAYMENT METHODS. If Borrower for any reason knows that Lender will be unable to process a Loan payment under Lender’s Automatic Payment Plan, then Borrower must either transfer sufficient funds into its Designated Checking Account such that the missed payment can be collected as provided in the attached Authorization Agreement, or promptly mail or deliver a check to Lender in an amount equal to the missed payment or, if offered to Borrower by Lender, make the missed payment by any pay-by-phone or on-line service that Lender may make available to Borrower from time to time. If Borrower elects to send payments to Lender for the Loan by postal mail, then Borrower agrees to send such payments to Lender’s address on the first page of this Agreement or some other place as designated by Lender from time to time in writing. All alternative payments contemplated in this Section shall be made in immediately available funds by check, money order, wire transfer, automatic transfer from an account at an institution offering such service, or other instrument in U.S. Dollars. Borrower understands and agrees that payments made at any other address than as specified in this Section may result in a delay in processing and/or crediting such payment, and may result in late fees, interest, or charges. If Borrower makes an alternative payment as contemplated by this Section on Borrower’s Loan by mail or by any pay-by- phone or on-line service that Lender makes available while Borrower is enrolled in the Automatic Payment Plan, Lender may treat such payment as an additional payment and continue to process Borrower’s scheduled Automatic Payment Plan payments or may reduce any scheduled Automatic Payment Plan payment by the amount of any such additional payment received.

7.APPLICATION OF PAYMENTS. Subject to applicable law, Lender reserves the right to allocate and apply payments received on Borrower’s Loan between principal, interest and fees in any manner Lender chooses in its sole discretion, with such discretion performed with Lender’s reference to its records for the Loan, it being understood and agreed by Borrower that Loan payments generally will be allocated and applied against any fees and interest incurred on the Loan before principal. At Lender’s discretion, if there are any fees, costs or other expenses due and owing under this Agreement, including, without limitation, any Fees, Lender may unilaterally adjust Borrower’s amortized or principal payments due under this Agreement in an amount to pay such fees, costs or other expenses; Lender, at its discretion, may charge such adjusted amount on a single amortized or principal payment, or over multiple amortized or principal payments.

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8. POSTDATEDCHECKS, RESTRICTED ENDORSEMENT CHECKS AND OTHER DISPUTED OR QUALIFIED PAYMENTS. Lender may accept late, postdated or partial payments without losing any of Lender’s rights under this Agreement (a postdated check is a check dated later than the day it was actually presented for payment). Lender is under no obligation to hold a postdated check and Lender reserves the right to process every item presented as if dated the same date received by Lender or Lender’s check processor. Borrower shall not send Lender payments marked “paidin full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without losingany of Lender’s rights under this Agreement or applicable law. All notices and written communications concerning postdated checks,restricted endorsement checks (including any check or other payment instrument that indicates that the payment constitutes “paymentin full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount)or any other disputed, nonconforming or qualified payments, must be mailed or delivered to the Lender’s address on the first pageof this Agreement or some other place as designated by Lender from time to time in writing.

9.PREPAYMENT. Borrower agrees that all fees and other prepaid finance charges are earned by Lender fully as of the date of this Agreement and will not be subject to refund upon early payment of the Total Repayment Amount (whether voluntary or as a result of an Event of Default), except as otherwise required by law. Borrower may prepay Borrower’s Loan in whole on any Business Day by paying Lender the sum total of the Total Repayment Amount, including without limit any Returned Payment Fees and any Late Fees (if any), in each case as described in the attached in this Agreement less (a) the amount of any principal Loan payments made prior to such prepayment and (b) the product of (i) the percentage identified as the applicable Prepayment Interest Reduction Percentage in this Agreement; and (ii) the aggregate amount of unpaid interest remaining on the Borrower’s Loan as of such date as determined by Lender’s records in accordance with Section 7. Borrower may prepay Borrower’s Loan in part on any Business Day and such payment shall be applied in accordance with Section 7.

10.SECURITY INTEREST. Borrower and each Guarantor hereunder each a “Secured Guarantor”, provided, however, that each reference to “Guarantor” in this Agreement shall include each “Secured Guarantor”) hereby grants to Lender, the secured party hereunder, a continuing security interest in and to any and all Collateral as defined and described below to secure the prompt and complete payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder, and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, relating to the Loan described in this Agreement, the preceding being true whether or not contemplated by the parties hereto at the time of the granting of this security interest, regardless of how such debts, liabilities and obligations arise or by what agreement or instrument they may be evidenced by, and the preceding includes Borrower’s obligations to perform acts and refrain from taking action as well as all obligations to pay Lender money including, without limitation, all interest, other fees and expenses under or related to the Loan (all of the preceding being the “Obligations”). The “Collateral” means all of Borrower’s, and all of each Secured Guarantor’s (defined in Section 10), assets and property, whether now owned by or owing to, or hereafter acquired by or arising in favor of Borrower and each Secured Guarantor, and whether owned or consigned by or to, or leased from or to Borrower and each Secured Guarantor, regardless of where located, which shall include, without limitation: (a) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; (b) cash and cash equivalents, (c) inventory, (d) equipment, (e) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (f) instruments, including promissory notes, (g) chattel paper, including tangible chattel paper and electronic chattel paper, (h) documents, (i) letter of credit rights, (j) accounts, including health-care insurance receivables, (k) deposit accounts with any bank or other financial institution, (l) commercial tort claims as disclosed on Schedule 1, (m) general intangibles, including payment intangibles and software, (n) copyrights, patents and trademarks and all other intellectual property, (o) fixtures, (p) goods, (q) letters of credit, letter-of-credit rights, and supporting obligations, and (r) as-extracted collateral. The preceding terms used in defining the term “Collateral” not otherwise defined in this Agreement shall have the meaning as such terms may from time to time be defined in the Uniform Commercial Code in effect in the State of Utah (“UCC”). The security interest Borrower and each Secured Guarantor grants herein includes all accessions to, substitutions for and replacements, proceeds (including stock rights), insurance proceeds and products of the foregoing subsections (a) through (r), together with all books and records, customers lists, credit files, computer files, programs, printouts, and other computer materials and records related thereto and any general intangibles (as defined in the UCC) at any time evidencing or relating to any of the foregoing.

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Lender disclaims any security interest in household goods in which Lender is forbidden by applicable law from taking a security interest.

11. PROTECTINGTHE SECURITY INTEREST. Borrower and each Secured Guarantor (as applicable) agrees that Lender and/or Lender’s agent or representative may file any financing statement, lien entry form or other document that is necessary or desirable in order to perfect, amend or continue Lender’s security interest in the Collateral, including, without limitation, any fixture filings or other filings in the real property records, and Borrower, and each Secured Guarantor as applicable, shall cooperate with Lender and Lender’s agent or representative to accomplish said filing(s), and shall do whatever else Lender and Lender’s agent or representative deems necessary to protect Lender’s security interest in the C o l l a t e r a l . BORROWER AND EACH SECURED GUARANTOR EACH EXPRESSLY ACKNOWLEDGE AND AGREEBY SIGNING THIS AGREEMENT THAT, LENDER’S COLLATERAL AS DESCRIBED IN SECTION 10 INCLUDES ALL OF BORROWER’S AND EACHSECURED GUARANTOR’S PROPERTY AND ASSETS.

12.LOCATION OF COLLATERAL; TRANSACTIONS INVOLVING COLLATERAL. Unless Lender has agreed otherwise in writing, Borrower represents and warrants that (a) all Collateral (or records of the Collateral in the case of accounts, chattel paper and general intangibles) shall be located at Borrower’s address as shown on the first page of this Agreement, (b) except for inventory sold or accounts collected in the ordinary course of Borrower’s business (provided, however, that upon notice of Lender and if an Event of Default has occurred and is continuing, Borrower shall not sell inventory or accounts without Lender consent), Borrower shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral,(c) no one else has any interest in or claim against the Collateral that is not already disclosed on the attached Schedule 2. Additionally, unless Lender has agreed otherwise in writing, Borrower shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance or charge, other than the security interest provided for in this Agreement, and Borrower shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral for less than the fair market value thereof. Borrower shall, at the sole cost to Borrower, defend Lender’s rights in the Collateral against the claims and demands of all other Persons. Borrower (or each Secured Guarantor as applicable) shall hold all proceeds from any unauthorized disposition of the Collateral in trust for Lender, which shall not be co-mingled with any other funds and shall immediately be delivered to Lender upon receipt by Borrower or any Guarantor. Notwithstanding the preceding three sentences’ requirements, Borrower’s and each Guarantor’s obligations as described herein do not constitute or equate to consent by Lender to any such disposition or transfer. Borrower and each Secured Guarantor shall provide to Lender ten (10) days prior notice of the opening of any deposit account; Borrower and each Secured Guarantor shall, promptly provide, upon Lender’s request, a deposit account control agreement duly executed on behalf of each financial institution holding a deposit account of Borrower or any Secured Guarantor.

13. TAXES,ASSESSMENTS AND LIENS. Borrower shall complete, timely file and pay when due all necessary federal, state and local taxes and shall pay when due all taxes, assessments, levies and liens upon the Collateral and, upon Lender’s request, provide evidence of such payments to Lender.

**14. INSURANCE.**Borrower, and each Secured Guarantor as applicable, shall procure and maintain insurance policies and coverage as Lender may require with respect to the Collateral, including without limit flood insurance if the location of any Collateral is located in any area that has been designated by the Federal Emergency Management Agency as a “Special Flood Hazard Area”, in the form, amounts and coverage reasonably acceptable to Lender and issued by a company reasonably acceptable to Lender, which shall be a minimum amount equal to the Total Repayment Amount. Borrower, and each Secured Guarantor as applicable, shall ensure that all of Borrower’s and each Secured Guarantor’s insurance policies name Lender as loss payee, and Borrower and each Secured Guarantor shall deliver to Lender endorsements demonstrating the same in form and substance satisfactory to Lender. If Borrower or any Secured Guarantor at any time fails to obtain or maintain any insurance as required under this Section, Lender may obtain such insurance as Lender deems appropriate at Borrower’s sole cost and expense. Borrower and/or each Secured Guarantor shall promptly notify Lender of any loss of or damage to the Collateral. Upon any insurable loss to any Collateral, the proceeds shall be paid to Lender to apply to the Total Repayment Amount.

15. REPAIRSAND MAINTENANCE. Borrower and each Secured Guarantor shall keep and maintain, and shall cause others to keep and maintain, the Collateral in good order, repair and condition at all times while this Agreement remains in effect, normal wear and tear excepted. Borrower and each Secured Guarantor further agrees to pay when due all claims made by third party Persons for work done on, or services rendered to, or material furnished in connection with the Collateral so that no lien or encumbrance of any kind may ever attach to or be filed against the Collateral.

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16.INSPECTION OF COLLATERAL AND PLACE OF BUSINESS;USE OF PHOTOGRAPHS AND TESTIMONIALS. Lender and Lender’s designated representatives and agents shall have the right during Borrower’s or Secured Guarantor’s (as applicable) normal business hours and at any other reasonable time (except during an Event of Default during which Lender and Lender’s designated representatives and agents may examine the Collateral at any time) to examine the Collateral wherever located and the interior and exterior of any of Borrower’s or Secured Guarantor’s place of business. During an examination of any Borrower’s or Secured Guarantor’s place of business, Lender may examine, among other things, whether Borrower, or Secured Guarantor as applicable, (a) has a place of business that is separate from any personal residence; (b) is open for business; (c) has sufficient inventory to conduct Borrower’s, or Secured Guarantor’s as applicable, business; and (d) has one or more credit card terminals if Borrower, or Secured Guarantor as applicable, processes credit card transactions. When performing an examination, Lender may photograph the interior and exterior of any of Borrower’s or Secured Guarantor’s place of business, including any signage, and may photograph any individual who has signed this Agreement (each a “Signatory”) unless the Signatory previously has notified Lender that he or she does not authorize Lender to photograph the Signatory. Lender may obtain testimonials from any Signatory, including testimonials on why Borrower needed the Loan and how the Loan has helped Borrower. Any photograph and testimonial will become and remain the sole property of Lender. Borrower, each Guarantor, and each Signatory grant Lender the irrevocable and permanent right to display and share any photograph and testimonial contemplated in this Section in all forms and media, including composite and modified representations, for all purposes, including but not limited to any trade or commercial purpose, whether shared with any of Lender’s employees or agents or with the general public. Lender may, but is not required to, use the name of any Borrower, Guarantor and Signatory in connection with any testimonial. Borrower, each Guarantor, and each Signatory waive the right to inspect or approve versions of any photograph or testimonial or the written copy or other media that may be used in connection with any of the foregoing. Borrower, each Guarantor, and each Signatory release Lender from any claims that now exist or may arise in the future regarding the use of any photograph or testimonial, including any claims of defamation, invasion of privacy or infringement of moral rights, rights of publicity or copyright.

17.LENDER’S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or if Borrower or a Guarantor fails to comply with any provision of this Agreement or any related documents, including but not limited to Borrower’s failure to discharge, pay or perform when due any Obligations, then Lender on Borrower’s or any Secured Guarantor’s behalf (as applicable) may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for insuring, maintaining and preserving the Collateral. To the extent permitted by applicable law, any expenses, costs or fees incurred in connection therewith (including attorneys’ and other advisory or third-party fees) will become a part of the Obligations and, at Lender’s option, shall: (a) be payable on demand; (b) be added to the balance of the Loan and be apportioned among and be payable with any installment payments to become due during the remaining term of the Loan; or (c) be treated as a balloon payment that will be due and payable at the 05/06/2025. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon an Event of Default.

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18.BORROWER’S AND EACH SECURED GUARANTOR’S REPRESENTATIONS AND WARRANTIES; CERTAIN COVENANTS. Borrower and each Secured Guarantor represents and warrants that: (a) Borrower and each Secured Guarantor will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of its business and the Collateral, including without limitation any law relating to the use, sale, possession, cultivation, manufacture, distribution, or marketing of any controlled substances or other contraband (whether for commercial, medical, or personal purposes), or any law relating to the medicinal use or distribution of marijuana; (a) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property is that shown of the first page of this Agreement; (c) Borrower and each Secured Guarantor is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and Borrower and each Secured Guarantor is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business; (d) the true and correct legal name of the Borrower and each Secured Guarantor is set forth in the first page of this Agreement; (e) the aggregate ownership percentage of the Signatories is greater than or equal to fifty percent (50%) of the Borrower’s business; (f) the execution, delivery and performance of this Agreement, and any other document executed in connection herewith, are within Borrower’s and each Secured Guarantor’s powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s or any Secured Guarantor’s charter, operating agreement, bylaws or other constituting documents, or of any indenture, agreement or undertaking to which Borrower or any Secured Guarantor is a party; (g) all constituting documents and all amendments thereto of Borrower and each Secured Guarantor have been duly filed and are in proper order and any capital stock or other membership or equity interests issued by Borrower and each Secured Guarantor and outstanding was and is properly issued and all books and records of Borrower and each Secured Guarantor are accurate and up to date and will be so maintained; (h) Borrower and each Secured Guarantor (i) is not subject to any charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (ii) is in compliance with its charter, operating agreement, bylaws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect Borrower’s or any Secured Guarantor’s financial condition, business or prospects or the value of the Collateral, each taken individually and as a whole; (i) there is no action, suit, proceeding or investigation pending or, to Borrower’s or any Secured Guarantor’s or Signatory’s knowledge, threatened against or affecting it or any of Borrower’s or any Secured Guarantor’s assets before or by any court or other governmental authority which, if determined adversely to it, would have a material adverse effect on Borrower’s or any Secured Guarantor’s financial condition, business or prospects or the value of the Collateral, each taken individually and as a whole; (j) all information provided by Borrower and/or each Guarantor as part of the application process for the Loan was true and complete; (k) neither Borrower nor any Secured Guarantor intends to file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within six (6) months of the Effective Date; (l) neither Borrower nor any each Secured Guarantor is presently insolvent within the meaning of the UCC as well as the United States Bankruptcy Code and neither will become insolvent upon the making of the Loan; (m) Borrower and each Secured Guarantor shall maintain in full force and effect and in good standing all material rights, licenses and leases necessary to carry on its business, and all material permits, licenses, leases consents and approvals necessary for the construction, maintenance and operation of its business; (n) Borrower shall make all payments of interest and principal as and when due, and Borrower and each Guarantor shall keep and comply with all terms, conditions and provisions of this Agreement; (o) the proceeds of any Advance shall not be used for personal, family, household or agricultural purposes; (p) Borrower shall not use the proceeds of any Advance, directly or indirectly, in violation of any applicable law or regulation, including without limitation Regulations T, U or X of the Federal Reserve Board as from time to time in effect (and any successor regulation or official interpretation of such Board), or to purchase or carry any “margin stock”, as defined in Regulations U and X, or any “margin security”, “marginable OTC stock” or “foreign margin stock” within the meaning of Regulation T, U or X; and (q) Borrower and each Secured Guarantor shall not effect any material change in their ownership or organizational structure (acknowledging that any change in ownership shall be deemed material when ownership is closely held and any change that would be adverse to Lender or adversely affect the Loan shall be deemed material).

19. INTERESTAND FEES. Borrower shall pay in full the “Total Interest Expense” as set forth at the beginning of this Agreement and all other fees and costs set forth in this Agreement, including, without limitation, those set forth on Pages 1 and 2 of this Agreement. Borrower shall also pay the following fees:

A. “OriginationFee”: A one-time origination fee in the amount set forth at the beginning of this Agreement. Borrower agrees that this fee shall be immediately deducted from the proceeds of Borrower’s Loan prior to the Loan’s initial Advance.

B. “ReturnedPayment Fee”: A returned payment fee in the amount set forth in the beginning of this Agreement if any Loan payment processed on Borrower’s Loan is returned unpaid or dishonored for any reason.

C. “LateFee”: A late fee in the amount set forth in the beginning of this Agreement if a scheduled Loan payment is not received by Lender as provided in the Payment Schedule set forth in the beginning of this Agreement.

D. Exit Fee: Upon the earlier to occur of (a) the date when full prepayment of the Loan occurs, (b) the Maturity Date or (c) the date on which the Loan has been accelerated following an Event of Default, Borrower shall pay to the Lender a fee of 3% of the original Loan Amount.

E. “Default Interest”: Upon the occurrence and during the continuance of an Event of Default, the balance of the remaining unpaid principal and interest accrued on the Loan shall thereafter bear interest at a rate equal to the lesser of (i) Annual Percentage Rate (APR) as provided in this Agreement per annum or (ii) the maximum rate allowed by applicable law, as a default interest rate until the Event of Default has been cured as determined in Lender’s sole discretion.

Payments made on the Loan by Borrower shall be applied and allocated between Loan principal, interest and fees in the manner set forth in Section 7.

20.INTEREST AND FEES EXCEEDING PERMITTED LIMIT. If the Loan is subject to applicable law that sets maximum interest or charges, and such applicable law is interpreted so that the interest or other fees collected or to be collected in connection with this Agreement exceed the permitted limits under such applicable law, then (a) any interest or charge shall be automatically reduced by the amount necessary to reduce such charge to the permitted limit under applicable law, and (b) if required by applicable law, any sums already collected from Borrower that exceed such permitted limits will be refunded or credited to Borrower.

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21. ONLINECUSTOMER PORTAL. When Borrower signs in with Borrower’s valid username and password at https://1workforce.com, Borrower may obtain information about the Loan, such as the outstanding balance, daily transactions and fees. No additional paper statement will be mailed to Borrower. Borrower shall not share Borrower’s username and password to https://1workforce.com with any third-party Person. The information provided through this online portal is provided as a convenience only for Borrower and Lender’s internal records will be determinative of information about the Loan, absent manifest error. To the extent there is a conflict between the Borrower’s online portal reference in this Section and Lender’s internal records, Lenter’s internal records will control.

22.FINANCIAL INFORMATION AND REEVALUATION OF CREDIT. Borrower and each Guarantor (if any) authorize Lender to obtain business and personal credit bureau reports in Borrower’s and any Guarantor’s name, respectively, at any time and from time to time for the purpose of deciding whether to initially approve the requested Loan, or to approve any update, renewal, extension of credit, or for any otherwise applicable and lawful purpose. Upon Borrower’s or any Guarantor’s request, Lender shall advise Borrower or Guarantor (as applicable) if Lender obtained a credit report and Lender shall give Borrower or Guarantor the credit bureau’s name and address. Borrower and each Guarantor (if any) shall submit current financial information, a new credit application, or both, in Borrower’s name and in the name of each Guarantor, respectively, at any time promptly upon Lender’s request. Borrower authorizes Lender to act as Borrower’s agent for purposes of accessing and retrieving transaction history information regarding Borrower from Borrower’s designated merchant processor(s). Lender may report Lender’s credit experiences with Borrower and any Guarantor in relation to the Loan to third party Persons as permitted by applicable law, including with respect to any Guarantor to consumer credit reporting agencies. Lender may share the information contemplated under this Section for the purpose of Lender complying with governmental reporting or legal processes that Lender believes may be required, whether or not such sharing of information is in fact required or may otherwise do the same when necessary or helpful in completing a transaction, when investigating a loss or Event of Default or potential loss or Event of Default, or in connection with the sale or syndication of the Loan or any Advance. Borrower and each Guarantor is hereby notified that a negative credit report reflecting on Borrower’s and/or any Guarantor’s credit record may be submitted to a credit reporting agency (including with respect to any Guarantor to consumer credit reporting agencies) if Borrower or such Guarantor fails to fulfill the terms of their respective credit obligations hereunder. Guarantor acknowledges that any credit reporting on the Loan shall be at the sole discretion of Lender (subject to applicable law) and that Lender has the right to report the Loan to Guarantor’s personal credit file should Guarantor not pay any Obligation pursuant to the Guaranty set forth in this Agreement.

23. FEES,EXPENSES AND COLLECTION COSTS. To the extent not prohibited by applicable law, Borrower shall pay to Lender on demand any and all fees, expenses and costs incurred by Lender in enforcing the terms of this Agreement or pursuing Lender’s remedies provided herein or under applicable law, including, but not limited to, collection costs, all attorneys’ fees and expenses, and all other expenses of like or unlike nature which may be expended by Lender to obtain or enforce payment of Obligations either as against Borrower, any Guarantor, or any other guarantor or surety of Borrower, or in the prosecution or defense of any action or concerning any matter arising out of or connected with the subject matter of this Agreement, the Obligations or the Collateral or any of Lender’s rights or interests therein or thereto, including, without limiting the generality of the foregoing, any attorneys’ fees or expenses incurred in any bankruptcy or insolvency proceedings and all costs and expenses (including search fees) incurred or paid by Lender in connection with the administration, supervision, protection or realization on the Collateral, whether such security was granted by Borrower, a Secured Guarantor, or by any other Person primarily or secondarily liable (with or without recourse) with respect to the Obligations, and all costs and expenses incurred by Lender in connection with the defense, settlement or satisfaction of any action, claim or demand asserted against Lender in connection therewith, which amounts shall be considered advances to protect Lender’s security, and shall be secured hereby. To the extent permitted by applicable law, all of the expenses and costs contemplated in this Section shall become a part of the Obligations and, at Lender’s option, shall: (a) be payable on demand; (b) be added to the balance of the Loan and be apportioned among and be payable with any installment payments to become due during the remaining term of the Loan; or (c) be treated as a balloon payment that will be due and payable at the Loan’s maturity. Such rights shall be in addition to all other rights and remedies to which Lender may be entitled upon an Event of Default.

24.BORROWER’S REPORTS. Promptly upon Lender’s written request, Borrower and each Guarantor shall provide Lender with such information about the financial condition and operations of Borrower or any Guarantor, as Lender may, from time to time, reasonably request. Borrower also shall promptly upon becoming aware of any Event of Default, or the occurrence or existence of an event which, with the passage of time or the giving of notice or both, would constitute an Event of Default hereunder, to promptly provide notice thereof to Lender in writing.

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25. TELEPHONECOMMUNICATIONS. Borrower and each Guarantor hereby expressly consents to receiving calls and messages, including auto-dialed and pre-recorded message calls and SMS messages (including text messages) from Lender, its affiliates, marketing partners, agents, representatives, and any others calling at Lender’s request or on its behalf, at any telephone numbers that Borrower and/or the Guarantors have provided or may provide in the future or otherwise in Lender’s possession (including any cellular or mobile telephone numbers). Borrower and each Guarantor agree that such communications may be initiated using an automated telephone dialing system. Borrower and each Guarantor agree that he, she or it is responsible for any fees or charges associated therewith from their wireless carrier.

26.INDEMNIFICATION. Except for Lender’s gross negligence or willful misconduct, Borrower and each Guarantor shall indemnify and hold Lender harmless from all losses, costs, damage, liabilities or expenses (including, without limitation, court costs and reasonable attorneys’ fees and expenses) that Lender may sustain or incur by reason of it (a) defending or protecting Lender’s security interests contemplated in this Agreement, or the priority thereof; (b) enforcing the Obligations; (c) the prosecution or defense of any action or proceeding concerning any matter arising out of or in connection with this Agreement and/or any other documents now or hereafter executed in connection with this Agreement and/or the Obligations and/or the Collateral. This indemnity shall survive the complete repayment and performance of the Obligations and the termination of this Agreement.

With respect to any Borrower and each Guarantor residing or incorporated in California, Borrower and each Guarantor acknowledges and agrees that all their rights that may relate to the release and waiver of claims contemplated by this Agreement under Section 1542 of the California Civil Code, as amended, are expressly waived. Section 1542 of the California Civil Code provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Borrower and each Guarantor waives any right which it has or may have under Section 1542 of the California Civil Code, as amended, to the fullest extent that Borrower and the Guarantors may lawfully waive such rights pertaining to the release of the claims contemplated by Agreement.

27. MERGERS,CONSOLIDATIONS OR SALES. No Borrower, Guarantor or any grantor of any Collateral shall (a) merge or consolidate with or into any other Person or (b) enter into any joint venture or partnership with any other Person.

28. CHANGEIN LEGAL STATUS. Without Lender’s consent, no Borrower or Secured Guarantor shall (a) change its name, its place of business or, if more than one, chief executive office, its mailing address, or organizational identification number if it has one, or (b) change its type of organization, jurisdiction of organization or other legal structure. If Borrower or any Secured Guarantor does not have an organizational identification number and later obtains one, Borrower or such Secured Guarantor, as applicable, shall promptly notify Lender of such taxpayer identification number.

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29.DEFAULT. The occurrence of any one or more of the following events (each an “Event of Default”) shall constitute, without notice or demand, a default under this Agreement and all other agreements between Lender and Borrower, or any Guarantor or grantor of any Collateral, whether such agreements, instruments, or papers now exist or hereafter arise: (a) Lender is unable to collect any Automatic Payment Plan payment on two consecutive dates due and/or, Borrower fails to pay any Obligations on three (3) consecutive dates when payments are due daily or one (1) payment during any monthly period if payments are due and payable monthly; (b) Borrower fails to comply with, promptly, punctually and faithfully, to perform or observe any term, condition or promise within this Agreement; (c) the determination by Lender that any representation or warranty heretofore, now or hereafter made by Borrower or any Secured Guarantor to Lender, in any documents, instrument, agreement, application or paper was not true or accurate when given; (d) the occurrence of any event such that any indebtedness of Borrower owed to any lender other than Lender could potentially be accelerated, irrespective of whether such acceleration has taken place; (e) the occurrence of any event that would cause a “lien creditor”, as that term is defined in Section 9a−102 of the UCC (other than Lender) to obtain higher priority in any of the Collateral over Lender’s security interest created by this Agreement; (f) a filing against or relating to Borrower (unless consented to in writing by Lender) of (i) a federal tax lien in favor of the United States of America or any political subdivision of the United States of America, or (ii) a state tax lien in favor of any state of the United States of America or any political subdivision of any such state; (g) the occurrence of any event of default under any other agreement between Lender and Borrower, whether such agreement, instrument, or paper now exists or hereafter arises (notwithstanding that Lender may not have exercised its rights upon default under any such other agreement, instrument or paper); (h) any act by, against, or relating to Borrower or Guarantor, or any of their property or assets, whereby such act constitutes the application for, consent to, or sufferance of the appointment of a receiver, trustee or other person, pursuant to court action or otherwise, over all, or any part of any of the Collateral; (i) the granting of any trust mortgage or execution of an assignment for the benefit of the creditors of Borrower or any Guarantor, or the occurrence of any other voluntary or involuntary liquidation or extension of debt agreement for Borrower or any Guarantor; (j) the failure by Borrower or any Guarantor to generally pay the debts of Borrower or Guarantor as they mature; (k) adjudication of bankruptcy or insolvency relative to Borrower or any Guarantor; (l) the entry of an order for relief or similar order with respect to Borrower or any Guarantor in any proceeding pursuant to Title 11 of the United States Code entitled “Bankruptcy” (the “Bankruptcy Code”) or any other federal bankruptcy law; (m) the filing of any complaint, application or petition by or against Borrower or any Guarantor initiating any matter in which Borrower or any Guarantor is or may be granted any relief from the debts of Borrower or any Guarantor pursuant to the Bankruptcy Code or any other insolvency statute or procedure; (n) the calling or sufferance of a meeting of creditors of Borrower or any Guarantor; (o) the meeting by Borrower or any Guarantor with a formal or informal creditor’s committee; (p) the offering by or entering into by Borrower or any Guarantor of any composition, extension or any other arrangement seeking relief or extension for the debts of Borrower, or the initiation of any other judicial or non-judicial proceeding or agreement by, against or including Borrower or any Guarantor that seeks or intends to accomplish a reorganization or arrangement with creditors; (q) the entry of any judgment against Borrower, which judgment is not satisfied or appealed from (with execution or similar process stayed) within 15 days of its entry; (r) the occurrence of any event or circumstance with respect to Borrower or any Guarantor or grantor of Collateral such that Lender shall believe in good faith that the prospect of payment of all or any part of the Obligations or the performance by Borrower under this Agreement or any other agreement between Lender and Borrower is impaired or there shall occur any material adverse change in the business or financial condition of Borrower (such event specifically includes, but is not limited to, taking additional financing from a credit card advance, cash advance company or an additional working capital loan without the prior written consent of Lender); (s) the entry of any court order that enjoins, restrains or in any way prevents Borrower from conducting all or any part of its business affairs in the ordinary course of business; (t) the occurrence of any uninsured loss, theft, damage or destruction to any material asset(s) of Borrower or any Secured Guarantor; (u) any act by or against, or relating to Borrower, a Secured Guarantor or any of their assets pursuant to which any creditor of Borrower or a Secured Guarantor seeks to reclaim or repossess or reclaims or repossesses all or a portion of Borrower’s or a Secured Guarantor’s assets; (v) the termination of existence, dissolution or liquidation of Borrower or any Secured Guarantor or the ceasing to carry on actively any substantial part of Borrower’s or any Secured Guarantor’s current business; (w) this Agreement shall, at any time after its execution and delivery and for any reason, cease to be in full force and effect or shall be declared null and void, or the validity or enforceability hereof shall be contested by Borrower or any Guarantor denies it has any further liability or obligation hereunder; (x) any guarantor or person signing a support agreement in favor of Lender (including without limit the Guarantor(s) and the Guaranty) shall repudiate, purport to revoke or fail to perform his, her, or its obligations under his, her or its guaranty or support agreement in favor of Lender, or any such guarantor either die or dissolve (as applicable); (y) any material change occurs in Borrower’s or any Secured Guarantor’s ownership or organizational structure (acknowledging that any change in ownership will be deemed material when ownership is closely held); (z) if Borrower or any Guarantor or grantor of Collateral is a sole proprietorship, the owner dies; if Borrower or any Guarantor or grantor of Collateral is a trust, a trustor dies; if Borrower or any Guarantor or grantor of Collateral is a partnership, any general or managing partner dies or dissolves; if Borrower or any Guarantor or grantor of Collateral is a corporation, any principal officer or 10% or greater shareholder dies; if Borrower or any Guarantor or grantor of Collateral is a limited liability company, any managing member dies or dissolves; if Borrower or any Guarantor or grantor of Collateral is any other form of business entity, any Person(s) directly or indirectly controlling 10% or more of the ownership interests of such entity dies or dissolves; (aa) Borrower terminates the Authorization Agreement in accordance with its terms and another agreement is not immediately and in no less than two (2) days put in place in a form and substance satisfactory to Lender.

30. RIGHTSAND REMEDIES UPON DEFAULT. Unless prohibited by applicable law, if an Event of Default occurs under this Agreement, then at any time thereafter, Lender may exercise any one or more of the following rights and remedies:

A. Refrain from Disbursing Loan Proceeds: Refrain from making an Advance of Borrower’s Loan proceeds to the Designated Checking Account.

B. Debit Amounts Due from Borrower’s Account: Debit from Borrower’s Designated Checking Account all Automatic Payment Plan payments that Lender was unable to collect and/or the amount of any other Obligations that Borrower failed to pay.

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C. Accelerate Indebtedness: Declare the entire Obligations immediately due and payable, without notice to Borrower.

D. Assemble Collateral: Require Borrower and/or any Guarantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Lender may require Borrower and/or any Guarantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Except as limited or prohibited under applicable law, Lender also shall have full power to enter upon the property of Borrower and/or any Guarantor to take possession of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Borrower and/or each Guarantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Borrower and/or Guarantor after such repossession.

E. Sell the Collateral: Have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in Lender’s own name or that of Borrower and/or any Secured Guarantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give Borrower, each Secured Guarantor and other Persons as required by law, reasonable notice of the time and place of any public sale, or the time after which any private sale or any other disposition of the Collateral is to be made. However, no notice need be provided to any Person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days before the time of the sale or disposition. All expenses relating to the disposition of the Collateral, including without limit the expenses, costs and fees (including third-party costs and fees payable by Lender) of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the Obligations secured by this Agreement. To the extent permitted by applicable law, all such expenses will become a part of the Obligations and, at Lender’s option, will: (a) be payable on demand; (b) be added to the balance of the Loan and be apportioned among and be payable with any installment payments to become due during the remaining term of the Loan; or (c) be treated as a balloon payment that will be due and payable at the Loan’s maturity.

F. Appoint Receiver: Have a receiver appointed to take possession of all or any part of the Collateral, with the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Obligations. The receiver may serve without bond if permitted by applicable law. Lender’s right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Obligations by a substantial amount. Employment by Lender shall not disqualify a Person from serving as a receiver.

G. Collect Revenues, Apply Accounts : Lender, either by itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in Lender’s discretion transfer any Collateral into Lender’s own name or that of Lender’s nominee and receive the payments, rents, income and revenues therefrom and hold the same as security for the Obligations or apply it to payment of the Obligations in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose or realize on the Collateral as Lender may determine, whether or not any amount included within the Obligations is then due. For these purposes, Lender may, on behalf of and in the name of Borrower and/or any Guarantor, receive, open and dispose of mail addressed to Borrower; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment or storage of any Collateral. To facilitate collections, Lender may notify account debtors and obligors on any Collateral to make payments directly to Lender.

H. Obtain Deficiency: If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Borrower and/or any Guarantor for any deficiency remaining on the Obligations due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement. Borrower and/or Guarantor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper.

I. Other Rights and Remedies: Lender shall have all the rights and remedies of a secured creditor under the provisions of the UCC, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity or otherwise.

J. Election of Remedies: Except as may be prohibited by applicable law, all of Lender’s rights and remedies, whether evidenced by this Agreement, any related documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower under the Agreement, after Borrower’s failure to perform, shall not affect Lender’s right to declare a default and exercise its remedies.

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31. CONSENTTO JURISDICTION AND VENUE. Borrower, each Guarantor and Lender each consent to and agree that venue for all actions arising from or related to this Agreement or the Loan shall be in the District Court in and for Salt Lake County, State of Utah. The parties hereto waive any objection which either may have based on lack of jurisdiction or improper venue or forum non conveniens to any suit or proceeding instituted by either party under this Agreement in any state or federal court with jurisdiction over Salt Lake County, State of Utah, and consent to the granting of such legal or equitable relief as is deemed appropriate by such court.

32. NOWAIVER BY LENDER. No delay or omission on the part of Lender in exercising any rights under this Agreement, any related guaranty (including without limit the Guaranty) or applicable law shall operate as a waiver of such right or any other right. Waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All Lender’s rights and remedies, whether evidenced hereby or by any other agreement, instrument or paper, shall be cumulative and may be exercised singularly or concurrently.

33.ASSIGNMENT. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties hereto; provided, however, that Borrower and each Guarantor may not assign this Agreement or any rights or duties hereunder without Lender’s prior written consent and any such assignment without Lender’s written consent shall be absolutely null and void. Lender’s consent to an assignment by Borrower shall not release Borrower from its Obligations. Lender may assign this Agreement and its rights and duties hereunder and no consent or approval by Borrower is required in connection with any such assignment. Lender reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in Lender’s rights and benefits hereunder. In connection with any assignment or participation, Lender may disclose all documents and information that Lender now or hereafter may have relating to Borrower or Borrower’s business. To the extent that Lender assigns its rights and obligations hereunder to another party, Lender thereafter shall be released from such assigned obligations to Borrower and such assignment shall affect a novation between Borrower and such other party. CELL SOURCE, INC. et al see addendum(in its capacity as Servicer) or a successor servicer (if any) shall, acting solely for this purpose as a non- fiduciary agent of Borrower, maintain at one of its offices in the United States a copy of each assignment agreement delivered to it with respect to this Loan and a register for the recordation of the name of each assignee of this Loan, and principal and interest amount of this Loan owing to, such assignee pursuant to the terms hereof. The entries in such register shall be conclusive, and Borrower, Lender and each such assignee may treat each person whose name is recorded therein pursuant to the terms hereof as a “Lender” hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The register maintained for this Loan shall be available for inspection by Borrower and any such assignee of this Loan, at any reasonable time upon reasonable prior notice to CELL SOURCE, INC. et al see addendum (in its capacity as Servicer) or the applicable successor servicer (if any). This Section shall be construed so that this Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related Treasury regulations (or any other relevant or successor provisions of the Internal Revenue Code or of such Treasury regulations).

**34. INTERPRETATION.**Paragraph and section headings used in this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Lender or Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties hereto, having had the opportunity to consult legal counsel, and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto.

**35. SEVERABILITY.**If one or more provisions of this Agreement (or the application thereof) is determined invalid, illegal or unenforceable in any respect in any jurisdiction, the same shall not invalidate or render illegal or unenforceable such provision (or its application) in any other jurisdiction or any other provision of this Agreement (or its application).

36.NOTICES. Except as otherwise provided in this Agreement, notice under this Agreement must be in writing. Notice to Lender shall be deemed received by Lender at the address sent forth on the first page of this Agreement by U.S. mail, postage prepaid, first-class mail; in person; by registered mail; by certified mail; by nationally recognized overnight courier; or when sent by electronic mail. Any notice directed to a party to this Agreement shall become effective upon the earliest of the following: (a) actual receipt by that party; (b) delivery on a business day to the designated address of that party, addressed to that party; (c) if given by postage prepaid and registered or certified, return receipt requested, three (3) days after deposit with the United States Postal Service, postage prepaid and registered or certified, return receipt requested, addressed to that party at its designated address; or (d) electronic mail address in Lender’s records. The designated address of a party described in the beginning of this Agreement shall be the address of that party, or such other address as that party, from time to time, may specify by notice to the other parties.

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37.RECORDKEEPING AND AUDIT REQUIREMENTS. Lender shall have no obligation to maintain any electronic records or any documents, schedules, invoices or any other paper delivered to Lender by Borrower in connection with this Agreement or any other agreement other than as required by applicable law. Borrower shall at all times keep accurate and complete records of Borrower’s financial records, accounts and Collateral. At Lender’s request, Borrower shall deliver to Lender: (a) schedules of accounts and general intangibles; and (b) such other information regarding the Collateral as Lender shall request. Lender, or any of its agents or representatives, shall have the right to call any telephone numbers that Borrower has provided or may provide in the future or otherwise in the Lender’s possession (including any cellular or mobile telephone numbers), at intervals to be determined by Lender, and without hindrance or delay, to inspect, audit, check, and make extracts from any copies of the books, records, journals, orders, receipts, correspondence that relate to Borrower’s Collateral or other transactions between the parties thereto and the general financial condition of Borrower and Lender may remove any of such records temporarily for the purpose of having copies made thereof. If Borrower was referred to Lender for this Loan by a third party, then Borrower consents to Lender sharing certain reasonable information about Borrower with such referring party for the purpose of such referring party verifying and/or auditing loans made through such referring party’s referrals.

38. GOVERNINGLAW. The relationship between Borrower, Lender and any Guarantor, and any claim, dispute or controversy (whether in contract, tort, or otherwise) at any time arising from or relating to this Agreement is governed by, and this Agreement will be construed in accordance with the laws of the State of Utah without regard to internal principles of conflict of laws. The legality, enforceability and interpretation of this Agreement and the amounts contracted for, charged and reserved under this Agreement will be governed by such laws. Borrower understands and agrees that (a) Lender is located in Utah, (b) Lender makes all credit decisions from Lender’s office in Utah, (c) the Loan is made in Utah (that is, no binding contract will be formed until Lender receives and accepts Borrower’s signed Agreement in Utah) and (d) Borrower’s payments are not accepted until received by Lender in Utah. Parties agree that whenever Torah law requires, a Heter Iska should govern. Heter Iska documents are available upon request, at Business Halacha Institute 1937 Ocean Ave. Brooklyn NY 11230.

39. WAIVER OF NOTICES AND OTHER TERMS. Except for any notices provided for in this Agreement, Borrower and any person who has obligations pursuant to this Agreement (e.g., each Guarantor), to the extent not prohibited by applicable law, hereby waives demand, notice of nonpayment, notice of intention to accelerate, notice of acceleration, presentment, protest, notice of dishonor and notice of protest. To the extent permitted by applicable law, Borrower, each Guarantor, and any other Person who has obligations pursuant to this Agreement also agrees to the following: (a) Lender is not required to file suit or show diligence in collecting the Obligations against Borrower, any Guarantor or any other Person who has obligations pursuant to this Agreement, and Lender is not required to proceed against any specific Collateral at any specific time; (b) Lender may, but shall not be obligated to, substitute, exchange or release any Collateral; (c) Lender may release any Collateral, or fail to realize upon or perfect Lender’s security interest in any Collateral; (d) Lender may, but will not be obligated to, sue one or more Persons without joining or suing others; and (e) Lender may modify, renew, or extend this Agreement (repeatedly and for any length of time) without notice to or approval by any Person who has obligations pursuant to this Agreement (other than the party with whom the modification, renewal or extension is made). In connection with such amendment, modification or renewal, Lender may require that Borrower and Guarantor each execute an Amendment and Modification Agreement to the Business Loan and Security Agreement, in the form to be provided by Lender.

40.MONITORING, RECORDING AND ELECTRONIC COMMUNICATIONS. To ensure a high quality of service for Lender’s customers, Borrower acknowledges and agrees that Lender may (a) monitor and/or record telephone calls between Borrower and Lender’s employees, representatives or agents, and (b) communicate with Borrower electronically by e-mail.

41. JURY TRIAL WAIVER AND CLASS ACTION WAIVER. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWER, EACH GUARANTOR AND LENDER WAIVE THEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO THE AGREEMENT AND ALL OTHER DOCUMENTATION EVIDENCING THE OBLIGATIONS, IN ANY LEGAL ACTION OR PROCEEDING. ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY COURT SITTING WITHOUT A JURY. IF PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES THE RIGHT TO LITIGATE IN ANY COURT PROCEEDING ANY CLAIM BY EITHER PARTY AGAINST THE OTHER PARTY RELATED TO THIS AGREEMENT OR THE LOAN AS A CLASS ACTION, EITHER AS A MEMBER OF A CLASS OR AS A REPRESENTATIVE, OR TO ACT AS A PRIVATE ATTORNEY IN GENERAL. THIS PROVISION SHALL SURVIVE ANY TERMINATION, AMENDMENT OR EXPIRATION OF THIS AGREEMENT OR THE LOAN, OR ANY OTHERRELATIONSHIP BETWEEN THE PARTIES.

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**42. CONFIDENTIALITY.**Borrower and each Guarantor shall not make, publish or otherwise disseminate in any manner a copy of this Agreement or make any public statement or description of the terms of this Agreement, except to (a) Borrower’s or any Guarantor’s subsidiaries or affiliates, or potential investors in Lender or Lender’s subsidiaries, affiliates or related funds, and their respective employees, directors, agents, attorneys, accountants and other professional advisors (collectively, “Representatives”); (b) to prospective transferees, assignees, credit providers or purchasers of Lender’s interests under or in connection with this Agreement or any transactions contemplated hereby; (c) as required by law, regulation, subpoena, or other order; (d) to Lender’s, Guarantor’s, Borrower’s or Lender’s, Guarantor’s or Borrower’s subsidiaries or affiliates regulators or as otherwise required or requested in connection with Lender’s, Guarantor’s, Borrower’s or any subsidiary of Borrower’s financial examination or audit; (e) in connection with the exercise of remedies under the Agreement or any action or proceeding relating to this Agreement or the enforcement of rights hereunder or thereunder; and (f) to third- party service providers of Lender.

43. ENTIREAGREEMENT. This Agreement is the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or verbal communications or instruments relating thereto.

44. COUNTERPARTS;ELECTRONIC SIGNATURES. This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one (1) instrument. In proving this Agreement, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. All parties to this Agreement agree that Lender may (but shall have no obligation to) accept any signature, contract formation or record-keeping through electronic means, which shall have the same legal validity and enforceability as manual or paper-based methods, to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Utah Uniform Electronic Transactions Act, or any similar state law based on the Uniform Electronic Transactions Act. Signatures and/or initials made through DocuSign or similar technologies shall be deemed of acceptable form for manifesting such party’s affirmative assent.

45. CUSTOMERSERVICE CONTACT INFORMATION. If you have questions or comments about your Loan, you may contact us at the address on the first page of this Agreement.

46. GRANT OF LICENSETO USE 1WORKFORCE PLATFORM. Subject to Borrower’s compliance with this Agreement and the Terms of Use for the 1Workforce Platform, Lender grants Borrower a nonexclusive, revocable, non- transferable, non-sublicensable, limited and royalty-free license to use the 1Workforce Platform (the “License”). The License is effective solely for so long as any portion of the Loan is outstanding and remaining due, and so long as an Event of Default has not occurred. The License is personal to Borrower, and no rights hereunder may be transferred or assigned by Borrower to any Person without Lender’s express written consent. Lender may terminate the License in its sole discretion without notice to Borrower or any other Person at any time after an Event of Default has occurred.

47.THE GUARANTY. Each Guarantor, including each Secured Guarantor, jointly and severally (if more than one), absolutely and unconditionally guarantee the prompt payment and performance to Lender (including its successors and assignees) of any and all Obligations incurred by Borrower (the “Guaranty”). Each Guarantor shall repay the Obligations on Lender’s demand, without requiring Lender to first to enforce or pursue of the Obligations payment against Borrower or any specific Guarantor if more than one. The Guaranty is a guarantee of payment and not of collection. The Guaranty is an absolute, unconditional, primary, and continuing obligation for each Guarantor, and will remain in full force and effect until the first to occur of the following: all of the Obligations have been indefeasibly paid and performed in full, and Lender has expressly terminated this Guaranty writing. Each Guarantor represents and warrants that (a) it is a legal resident of the United States of America, or if a non-natural Person an entity formed, incorporated or organized in the United States of America, and (b) neither Borrower, nor itself individually as Guarantor, intends to file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within 6 months of the date hereof. Each Guarantor waives all notices to which the Guarantor might otherwise be entitled to by applicable law, and each Guarantor also waives all defenses, legal or equitable, otherwise available to such Guarantor. This Guaranty shall be construed in accordance with the laws of the State of Utah, and shall inure to the benefit of Lender, its successors and assigns. In accordance with Section 41 and to the extent not prohibited by applicable law, each of the undersigned Guarantors waives its right to a trial by jury of any claim or cause of action based upon, arising out of or related to this Guaranty, the Agreement and all other documentation evidencing the Obligations, in any and all legal actions or proceedings. For each Guarantor that resides in a community property state, including, without limitation Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin, or as otherwise requested by Lender, the spouse of such Guarantor shall execute and agree to the Spousal Consent to Loan, attached as Exhibit B. So long as any of the Obligations remain unpaid or undischarged or Lender has any obligation to make the Loan, (i) Guarantor will not, by paying any sum recoverable hereunder (whether or not demanded by Lender) or by any means or on any other ground, claim any set off or counterclaim against Borrower in respect of any liability of Guarantor to Borrower, or (ii) in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Lender in respect of any payment hereunder, or be entitled to have the benefit of, any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations which, now or hereafter, Lender may hold or in which it may have any share. Each Guarantor hereby expressly waives any right of contribution or reimbursement from or indemnity against Borrower or any other guarantor, whether at law or in equity, arising from any payments made by any Guarantor, and each Guarantor acknowledges that each Guarantor has no right whatsoever to proceed against Borrower or any other guarantor for reimbursement of any such payments for so long as any of the Obligations remain unpaid or undischarged or Lender has any obligation to make the Loan. In the event any Guarantor shall receive any payment under or on account of such rights while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender, to be paid over to Lender on account of the Obligations but without reducing or affecting in any manner the liability of Guarantor under the provisions of this Agreement, except to the extent the principal amount or other portion of such outstanding Obligations shall have been reduced by such payment.

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48.CERTIFICATION AND SIGNATURES. By executing this Agreement or authorizing the individual signing or affirming below to execute on its behalf, Borrower and each Guarantor certifies that Borrower and each Guarantor has received a copy of this Agreement and Borrower and each Guarantor has read, understood and agreed to be bound by the Agreement’s terms. Each Person signing or affirming below certifies that each Person is signing on behalf of the Borrower, the Guarantor(s), and/or in their individual capacity as indicated in the Signature Page for Borrower and each Guarantor (and if Borrower is a sole proprietorship, in the capacity of the owner of such sole proprietorship), and each individual executing this Agreement is authorized to execute this Agreement on behalf of Borrower and each Guarantor (as applicable). Use of Proceeds Certification: As referred to in Section 3, by signing or affirming below, the Borrower certifies, acknowledges and understands that the Loan proceeds shall be used solely for purchasing or acquiring specific products or services, for the following purposes only: (a) specified merchandise, (b) insurance (but not self-insurance programs), (c) services or equipment, (d) inventory or other specified goods, (e) loans to finance specified sales transactions, (f) public works projects or educational services (e.g., training) and (g) other general working capital needs of the business of the Borrower. The Loan shall not be used for personal, family, household or agricultural purposes.

49. CONFESSIONSOF JUDGMENT. Borrower and Guarantor(s) shall, upon execution of this Agreement, deliver to Lender an executed stipulation and confession of judgment (“Stipulation and Confession of Judgment”) in favor of Lender in the amount of the Total Repayment Amount of the Loan. Upon the occurrence of an Event of Default, Borrower and each Guarantor consent to the filing of the Stipulation and Confession of Judgment in any court in the State of Utah, and Borrower and each Guarantor further consent to the entering, docketing, or domestication of any such judgment arising from or related to the Stipulation and Confession of Judgment in any court in the State of Utah or any other court (state or federal) for the purpose of collecting any such judgment.

50. PATRIOTAct. To the undersigned’s knowledge, neither Borrower nor any Guarantor nor any of its respective constituents or affiliates, is in violation of any laws relating to terrorism or money laundering, including without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (as the same has been, or may hereafter be, renewed, extended, amended or replaced, the “ExecutiveOrder”)’ and the Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107 56, as the same has been, or may hereafter be, renewed, extended, amended or replaced, the “PATRIOT Act “). As used herein, “Anti-TerrorismLaws” means any laws relating to terrorism or money laundering, including the Executive Order, the PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing laws may from time to time be renewed, extended, amended, or replaced).

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AUTHORIZATION AGREEMENT FOR DIRECT DEPOSIT (ACH CREDIT) AND DIRECT PAYMENTS (ACH DEBIT)

ThisAuthorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits) (“Authorization Agreement”) is partof (and incorporated by reference into) the Business Loan and Security Agreement (“Loan Agreement”). Borrower should keepthis important legal document for Borrower’s records. Capitalized terms not otherwise defined herein shall have the same meaningas defined in the Loan Agreement.

ADVANCEOF LOAN PROCEEDS. By executing this Authorization Agreement, Borrower authorizes Lender to disburse the Loan proceeds less the amount of any applicable fees upon Lender approving the Loan by Lender initiating an ACH credit, wire transfer or similar means to the checking account indicated on Exhibit A hereto (or a substitute checking account Borrower later identifies and is acceptable to Lender, hereinafter referred to as the “Designated Checking Account”) in the Advance Amount set forth in the Agreement. This authorization is to remain in full force and effect until Lender has received written notification from Borrower of its termination of this Authorization Agreement in such time and in such manner as to afford Lender and Borrower’s depository bank a reasonable opportunity to act on it, which in no event will be less than five (5) Business Days.

AUTOMATICPAYMENT PLAN. Enrollment in Lender’s Automatic Payment Plan (defined below) is required for Loan approval. By executing this Authorization Agreement, Borrower agrees to, and hereby, enrolls in an automatic payment plan and authorizes Lender to collect payments required under the terms of the Loan Agreement by initiating ACH debit entries to the Designated Checking Account in the amounts and on the dates provided in the Payment Schedule set forth in the attached Exhibit A (the “Automatic Payment Plan”). Borrower authorizes Lender to increase the amount of any scheduled ACH debit entry or assess multiple ACH debits in an amount equal to the total amount of previously scheduled payment(s) (as scheduled in the Payment Schedule) that was not paid inclusive of any and all unpaid Fees. This authorization is to remain in full force and effect until Lender has received written notification from Borrower of its termination of this Authorization Agreement in such time and in such manner as to afford Lender and Borrower’s depository bank a reasonable opportunity to act on it, which in no event will be less than five (5) Business Days. Lender may suspend or terminate Borrower’s enrollment in the Automatic Payment Plan immediately if Borrower fails to keep Borrower’s Designated Checking Account in good standing or if there are insufficient funds in Borrower’s Designated Checking Account to process any payment (or if Lender is otherwise unable to collect any amounts by ACH debit owed to Lender under the Loan or under any other loan or extension of credit by Lender to Borrower). If Borrower revokes the authorization contemplated in this Authorization Agreement or Lender suspends or terminates Borrower’senrollment in the Automatic Payment Plan, then Borrower shall still be responsible for making timely payments of the Loan pursuant tothe alternative payment methods described in Section 6 of the Loan Agreement.

ProvisionalPayment. Any credit given by us to you with respect to an automated clearing house (“ACH”) credit entry is provisional until we receive final settlement for such entry through a Federal Reserve Bank. If we do not receive such final settlement, you are hereby notified and agree that you shall refund Lender in an amount equal to the amount credited to you in connection with such entry, and the underlying originator of such entry shall not be deemed to have paid you in the amount of such entry.

Noticeof Receipt of Entry. Under the operating rules of the National Automated Clearing House Association, which are applicable to ACH transactions involving your Designated Checking Account, we are not required to give next day notice to you of Lender’s receipt of an ACH item and we will not do so. However, we will continue to notify you of the receipt of payments in the periodic statement we provide to you.

BUSINESSPURPOSE ACCOUNT. By executing this Authorization Agreement, Borrower agrees and certifies that the Designated Checking Account was established for business purposes and not primarily for personal, family or household purposes.

ACCOUNTCHANGES. Borrower shall promptly notify Lender in writing if there are any changes to the account and routing numbers of the Designated Checking Account.

MISCELLANEOUS. Lender is not responsible for any fees charged by Borrower’s bank as the result of credits or debits initiated under the Loan Agreement or this Authorization Agreement. The origination of ACH transactions to Borrower’s account shall comply with the provisions of the laws of the State of Utah. Borrower agrees to be bound by NACHA rules of the Electronic Payments Association. Borrower shall provide Lender at all times, real time, view only access to any and all banking, accounting and inventory systems of Borrower, in each case in a form and substance.

[Exhibit A Follows]

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Exhibit A

AUTHORIZATION AGREEMENT FOR DIRECT DEPOSIT (ACH CREDIT) AND DIRECT PAYMENTS (ACH DEBIT)

The following bank accounts are subject to the Authorization Agreement:

Bank Account:
Bank Name:
Bank City and State:
Legal Title of Account:
Bank ABA#:
Account Number:
Type of Account:
Bank Account:
---
Bank Name:
Bank City and State:
Legal Title of Account:
Bank ABA#:
Account Number:
Type of Account:
Bank Account:
Bank Name:
Bank City and State:
Legal Title of Account:
Bank ABA#:
Account Number:
Type of Account:
Signature of Authorized Officer of Borrower	Date
---	---
Dennis Mayer Brown	BOD
Printed Name of Signer	Title of Signer
3475464158
Tax ID of Borrower

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SignaturePage

The undersigned hereby, as a duly and appointed authorized agent of Borrower and each Secured Guarantor, and in each’s individual and personal capacity as a Guarantor, affirm that each has read and understand the terms and conditions of, consent to, and agree to be bound by, the attached Agreement and the attached Authorization Agreement.

Borrower:
	12/6/2024
Signature of Authorized Officer of Borrower	Date
DENNIS MAYER BROWN	BoD
Printed Name of Signer	Title of Signer
32-0379665
Tax ID of Borrower
Secured Guarantor:
	12/6/2024
Signature of Guarantor, individually	Date
DENNIS MAYER BROWN
Printed Name of Signer
	12/6/2024
Signature of Authorized Officer of Borrower	Date
DENNIS MAYER BROWN	BoD
Printed Name of Signer	Title of Signer
32-0379665
Tax ID of Borrower

[Notary Page Follows]

For Lenders Use Only: This Agreement has been received and accepted by Lender in Utah after being signed by Borrower and any Guarantor(s) (including any Secured Guarantor(s)).

Lender:
	12/19/2024
Signature of Authorized Officer of Lender	Date
TVT Capital Source LLC	CEO
Printed Name of Signer	Title of Signer

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TieredDaily Deliveries Addendum

The Agreement Business Loan and Security Agreement dated 12/06/2024 between TVT Capital Source LLC (“Lender”) and CELL SOURCE, INC. et al see addendum (“Borrower”) is hereby modified as follows:

Lender will ACH debit $ $0.00 , for days 1-59 from Borrower’s Account on a daily basis, from date of funding.

Lender will ACH debit $ $283,500.00 , for day 60 from Borrower’s Account on a daily basis, from date of funding.

___________

Clause 15(f) in the “Events of Default” section of the Agreement is deleted and replaced with the following: “(f) Seller fails to provide timely notice to Buyer such that an ACH transaction attempted by Buyer is rejected by Seller’s bank.”

Borrower: CELL SOURCE, INC. et al see addendum ET AL SEE ADDENDUM

Agreed to by:	(Signature), its:	BoD	(Title)
Authorized Signer:	DENNIS MAYER BROWN
---	---
Lender:	TVT Capital Source LLC
---	---
Agreed to by:	(Signature), its:	CEO	(Title)
---	---	---	---

BorrowerDefinition Addendum to the Agreement for the Purchase of Sale of Future Receipts dated: 12/05/2024. Lender and Borrower hereby agree that “Borrower” is defined as follows:

Name:	CELL SOURCE, INC.
Address:	57 W 57TH ST SUITE 400, NEW YORK, NY 10019
EIN #:	320379665
---	---
State of Incorporation:	NV
---	---
Borrower:	CELL SOURCE, INC. et al see addendum
---	---

Agreed to By:

(Signature), its:	BOD	(Title)
Authorized Signer:	DENNIS MAYER BROWN
---	---
Lender:	TVT Capital Source LLC
---	---

Agreed to By:

(Signature), its:	CEO	(Title)

StackingProhibited Addendum

This addendum is made as of 12/05/2024 (the “Addendum”) to the Agreement for the Purchase and Sale of Future Receipts between TVT Capital Source LLC (the “Lender”) and CELL SOURCE, INC. et all see addendum ET AL SEE ADDENDUM the “Borrower”) dated 12/05/2024 (the “Agreement”).

Whereas, the Lender desires to draw attention to Section 13.2 of the Agreement (“ Stacking Prohibited ”), which strictly prohibits Borrower from entering into any type of financing agreement that relates to or involves its Future Receipts with any other party other than Lender for the duration of the Agreement.

Borrower agrees to the Stacking Prohibited provision of the Agreement, and fully understands that breach of the Stacking Prohibited provision shall constitute an Event of Default.

By signing this Addendum, Borrower agrees and fully understands that in the event Borrower breaches the Stacking Prohibited provision, Lender fully reserves its rights to immediately commence collections activities pursuant to Section 16 of the Agreement and impose an additional fee equaling ten (10) percent of the Purchase Price for each incidence of stacking.

IN WITNESS WHEREOF, each of the undersigned has executed, or has caused to be executed, this Addendum as of the date first written above.

Borrower: CELL SOURCE, Inc., et al see addendum ET AL SEE ADDENDUM

Agreed to By:

(Signature), its:	BOD	(Title)
Authorized Signer:	DENNIS MAYER BROWN
---	---

Lender: TVT Capital Source LLC

Agreed to By:

(Signature), its:	CEO	(Title)

EXHIBIT10.79

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THEISSUE PRICE OF THIS NOTE IS $66,080.00

THEORIGINAL ISSUE DISCOUNT IS $10,080.00

Principal<br> Amount: 66,080.00
Purchase<br> Price: 56,000.00

All values are in US Dollars.

PROMISSORYNOTE

FORVALUE RECEIVED, CELL SOURCE, INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, or registered assigns (the “Holder”) the sum of $66,080.00 together with any interest as set forth herein, on October 30, 2025 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall apply to this Note:

ARTICLE I. GENERAL TERMS

1.1 Interest. A one-time interest charge of twelve percent (12%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal ($66,080.00 * twelve percent (12%) = $7,929.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into shares of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5) payments as follows:

Payment Date	Amount of<br> Payment
June 30, 2025	$	37,004.50
July 30, 2025	$	9,251.13
August 30, 2025	$	9,251.13
September 30, 2025	$	9,251.12
October 30, 2025	$	9,251.12

(a total payback to the Holder of $74,009.00).

The Company shall have a five (5) day grace period with respect to each payment. The Company has right to prepay in full at any time with no prepayment penalty. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

ARTICLE II. CERTAIN COVENANTS

2.1 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise and such breach continues for a period of five (5) days after written notice from the Holder.

3.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note (following an Event of Default other than this Section 3.2), fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

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3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.

3.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.7 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on the OTCQB, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the NYSE American Stock Exchange (collectively, the “Exchanges”).

3.8 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.10 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due.

3.11 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

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3.12 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.13 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 150% (“Default Percentage”) times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Article IV hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity. Notwithstanding anything to the contrary contained herein, in the event that following an Event of Default (other than Section 3.2), a default pursuant to Section 3.2 occurs, the Default Percentage shall be immediately adjusted to 200%.

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, to convert the balance owed pursuant to the note including the Default Amount into shares of common stock of the Company as set forth herein.

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ARTICLE IV. CONVERSION RIGHTS

4.1 Conversion Right. At any time following an Event of Default, the Holder shall have the right, to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price determined as provided herein (a “Conversion”);provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit B(the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 4.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 4.4 hereof.

The Holder shall be entitled to deduct $1,500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. Any additional expenses incurred by Holder with respect to the Borrower’s transfer agent, for the issuance of the Common Stock into which this Note is convertible into, shall immediately and automatically be added to the balance of the Note at such time as the expenses are incurred by Holder.”

4.2 Conversion Price. The conversion price (the “Conversion Price”) shall mean 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date (representing a discount rate of 35%) (subject to equitable adjustments by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

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4.3 Authorized Shares. The Borrower covenants that during the period that the Note is outstanding, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved four times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time) (the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4 Method of Conversion.

(a) Mechanics of Conversion. As set forth in Section 4.1 hereof, at any time following an Event of Default, the balance due pursuant to this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 4.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

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(c) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 4.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

(d) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system.

(e) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 4.4(e) are justified.

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4.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 4.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

Any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), it will be considered an Event of Default pursuant to this Note.

4.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 4.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

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(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

ARTICLE V. MISCELLANEOUS

5.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

5.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or electronic mail, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by electronic mail, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

CELL SOURCE, INC.

57 West 57th Street, Suite 400

New York, NY 10019

Attn: Itamar Shimrat, Chief Executive Officer

Email: ishimrat@cell-source.com

If to the Holder:

1800 DIAGONAL LENDING LLC

1800 Diagonal Road, Suite 623

Alexandria VA 22314

Attn: Curt Kramer, President

Email: ckramer6@bloomberg.net

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5.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

5.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

5.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States District Court for the Eastern District of Virginia. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any objection or defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The Holder shall be entitled to recover from the Borrower its reasonable attorney’s fees and costs incurred in connection with or related to any Event of Default by the Company, as defined in Article III hereof. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof or any agreement delivered in connection herewith. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

5.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on December 30, 2024

CELL SOURCE, INC.
By:	/s/ Itamar Shimrat
	Itamar<br> Shimrat
	Chief<br> Executive Officer

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EXHIBIT A – WIRE INSTRUCTIONS

[to be provided via email]

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EXHIBIT B — NOTICE OF CONVERSION

The undersigned hereby elects to convert $ __________________principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of CELL SOURCE, INC., a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of December 30, 2024 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[ ]	The<br> Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice<br> of Conversion to the account of the undersigned or its nominee with DTC through its Deposit<br> Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

[ ]	The<br> undersigned hereby requests that the Borrower issue a certificate or certificates for the<br> number of shares of Common Stock set forth below (which numbers are based on the Holder’s<br> calculation attached hereto) in the name(s) specified immediately below or, if additional<br> space is necessary, on an attachment hereto:
Date of conversion:	___________
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Applicable Conversion Price:	$__________
Number of shares of common stock to be issued pursuant to conversion of the Notes:	___________
Amount of Principal Balance due remaining under the Note after this conversion:	___________
1800 DIAGONAL LENDING LLC
By:
---	---
Name:	Curt<br> Kramer
Title:	President
Date:

EXHIBIT10.80

NOTEPURCHASE AGREEMENT

THISNOTE PURCHASE AGREEMENT (this “Agreement”), dated as of June 24, 2025, (the “Execution Date”), is entered into by and between cELL SOURCE, INC., a Nevada corporation (the “Company”), and QUICK CAPITAL, LLC, a Wyoming limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning ascribed thereto in Section 10 below, or as otherwise defined herein.

WHEREAS, the Company and the Buyer are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”); and

WHEREAS, the Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement (i) convertible promissory notes of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of up to $1,428,571.43 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, each, a “Note,” and collectively, the “Notes”), convertible into shares (the “Conversion Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”) pursuant to the terms of the Notes; and (ii) warrants to acquire shares (the “Warrant Shares”) of Common Stock in the form attached hereto as Exhibit B (collectively, the “Warrant”); and

WHEREAS, as inducement to enter into this Agreement, the Company desires to issue to the Buyer 1,714,286 shares of Common Stock (the “Origination Shares”).

NOWTHEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:

1.	PURCHASE<br> AND SALE OF SECURITIES.
(a)	Issuance<br> of Securities. On the date of the Initial Closing, the Company shall sell and issue to the Buyer and the Buyer shall purchase<br> and fund the Notes. On the date of the Initial Closing, the Company shall issue to the Buyer, as an origination fee, the Origination<br> Shares and the Warrant to purchase the Warrant Shares.
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(b)	Closing<br> Date. Subject to the terms and conditions set forth herein, the funding of the Notes shall be in conducted in up to nine (9)<br> tranches (each, a “Tranche” and together, the “Tranches”) consisting of (x) an initial Tranche<br> (the “Initial Tranche”) of $200,000, as set forth below, and (y) up to subsequent eight (8) Tranches (each, a<br> “Subsequent Tranche”), as follows for the following purchase prices:
(i)	Tranche<br> 2 - $200,000, following the Company’s filing with the SEC of its Form 10-K for the 2024 fiscal year and Form 10-Q for the first<br> fiscal quarter of 2025;
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(ii)	Tranche<br> 3 - $50,000, following completion and acceptance of the Company’s Nasdaq listing application;
(iii)	Tranche<br> 4 - $100,000, following the Company’s filing with the SEC of its Form PRE 14C Preliminary Information Statement;
(iv)	Tranche<br> 5 - $50,000, following the Company’s filing with the SEC of its Form 10-Q for the second fiscal quarter of 2025;
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(v)	Tranche<br> 6 - $100,000, following the Company’s filing with the SEC of its initial Form S-1 registration statement (the “Registration<br> Statement”);
(vi)	Tranche<br> 7 - $100,000, following the Company’s filing with the SEC of its Form DEF 14C Definitive Information Statement;
(vii)	Tranche<br> 8 - $100,000, following the effective date of the Registration Statement; and
(viii)	Tranche<br> 9 - $100,000, following the Company’s filing with the SEC of its Form 10-Q for the third fiscal quarter of 2025; provided,<br> however, that the aggregate principal amount for all Tranches shall not exceed $1,428,571.43.
(c)	Closings.<br> Subject to the terms and conditions set forth herein, including but not limited to the conditions precedent set forth herein, the<br> funding of the Notes may occur in one or more closing (each, a “Closing”) with the date upon which a Closing shall occur<br> being referred to as, a “Closing Date” and shall take place remotely via the exchange of documents and signatures. The<br> Closing of the Initial Tranche (the “Initial Closing”) shall take place, subject to the conditions set forth herein,<br> on or promptly following the date hereof. The Closing of each Subsequent Tranche (each, a “Subsequent Closing”), subject<br> to the conditions set forth herein, shall take shall take place on the business day immediately following such date as such conditions<br> have been satisfied, provided that this Agreement has not otherwise been terminated in accordance with its terms or there has occurred<br> an event default hereunder or under the Notes.
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(d)	Form<br> of Payment. On the date of the Initial Closing, by wire transfer of immediately available funds, in accordance with the Company’s<br> written wiring instructions against delivery of the Note, the Buyer shall pay the purchase price of $200,000 (the “Purchase<br> Price”) for the first Note of $285,714.29 (which amount includes an original issuance discount of 30% and a $20,000 credit<br> for the Buyer’s transaction expenses), evidenced by the Note, and the Company shall issue the first Warrant for 571,429 Warrant<br> Shares.
(e)	Origination<br> Shares. On the date of the Initial Closing, the Company shall deliver the Origination Shares to the Buyer in restricted book<br> entry form.
2.	REPRESENTATIONS<br> AND WARRANTIES OF THE BUYER. The Buyer represents and warrants to the Company that:
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(a)	Investment<br> Purpose. As of the Execution Date, the Buyer is purchasing the Securities for its own account for investment only and not with<br> a view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the<br> Securities Act; provided, however, that by making the foregoing representation and warranty, the Buyer does not agree<br> to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of all or any portion of the<br> Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act.
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| --- | | (b) | Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. | | --- | --- | | (c) | Information. The Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material non-public information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. | | (d) | Authorization; Enforcement; Organization. This Agreement has been duly and validly authorized by the Buyer. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms. The Buyer is a limited liability company organized under the laws of the State of Wyoming. | | (e) | Accredited Investor Status. The Buyer is (i) an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(a)(3) (an “Accredited Investor”), (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its Affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the Securities. | | (f) | General Solicitation. The Buyer is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. |

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| --- | | 3. | REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Buyer that as of the Execution Date (or as of such other time expressly specified below): | | --- | --- | | (a) | Corporate Governance Compliance: | | --- | --- | | (i) | Issuance of Securities. The Note has been duly authorized and is being validly issued to the Buyer. The Conversion Shares have been duly authorized and fully reserved for issuance and, upon conversion of the Notes in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, Liens, claims and encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The Conversion Shares shall not be subject to pre-emptive rights or other similar rights of stockholders of the Company (except to the extent already waived) and will not impose personal liability upon the holder thereof, other than restrictions on transfer provided for in the Transaction Documents and under the Securities Act. The Warrant has been duly authorized and is being validly issued to the Buyer. The Warrant Shares have been duly authorized and fully reserved for issuance and, upon exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, Liens, claims and encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The Warrant Shares shall not be subject to pre-emptive rights or other similar rights of stockholders of the Company (except to the extent already waived) and will not impose personal liability upon the holder thereof, other than restrictions on transfer provided for in the Transaction Documents and under the Securities Act. The Origination Shares have been duly authorized and upon delivery to the Buyer shall be validly issued, fully paid and non-assessable, and free from all taxes, Liens, claims and encumbrances with respect to the issue thereof, with the Buyer being entitled to all rights accorded to a holder of Common Stock. The Origination Shares shall not be subject to pre-emptive rights or other similar rights of stockholders of the Company (except to the extent already waived) and will not impose personal liability upon the holder thereof, other than restrictions on transfer provided for in the Transaction Documents and under the Securities Act. | | --- | --- | | (ii) | Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. Each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. Each of the Company and the Subsidiaries is not in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. | | (iii) | Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required. Each of this Agreement and the other Transaction Documents has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application. |

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| --- | | (iv) | Capitalization. As of the Execution Date, the authorized capital stock of the Company is as set forth on Schedule 3(a)(iv). Except as set forth on Schedule 3(a)(iv), the Company has not issued any capital stock since its most recently filed SEC Document, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed SEC Document. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to the terms of any Common Stock Equivalents (other than the Notes and the Warrant) exercisable for, or convertible into or exchangeable for shares of Common Stock and sufficient shares are reserved for issuance upon conversion of the Notes and upon exercise of the Warrant (as required by the Notes, the Warrant and Transfer Agent Instruction Letter). All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents and Schedule 3(a)(iv), as of the Execution Date, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Securities except for the Warrant dated December 29, 2023 issued to Aton Select Fund, Ltd. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the Execution Date, the Company’s bylaws, as in effect on the Execution Date, and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer a certification of this representation signed by the Company’s Chief Executive Officer on behalf of the Company as of the Closing Date. | | --- | --- |

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| --- | | (v) | No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares) will not (a) result in a violation of the Company’s or any Subsidiary’s certificate or articles of incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar agreement to which the Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect), nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to issue the Conversion Shares or the Warrant Shares or to execute, deliver or perform any of its obligations under this Agreement or the other Transaction Documents (other than any SEC, FINRA or state securities filings that may be required to be made by the Company subsequent to Closing). | | --- | --- | | (b) | SEC and Offering Compliance: | | --- | --- | | (i) | SEC Documents. By no later than July 15, 2025, the Company shall file all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act for the Company to be deemed “fully reporting” and “current” and in compliance with the periodic and current reporting requirements of Section 13 or 15(d) of the Exchange Act and in compliance with the Rule 144(c)(1) under the Securities Act (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Documents”). The SEC Documents will comply in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when filed will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. | | --- | --- |

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| --- | | (ii) | Financial Statements. The financial statements of the Company included in its SEC Documents and in the OTC Filings and Disclosures (the “Financial Statements”) comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC as well as other applicable rules and regulations with respect thereto. Such Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such Financial Statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments). The Company maintains a system of internal accounting controls appropriate for its size. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or other off balance sheet entity that is not disclosed by the Company in its Financial Statements or otherwise that would be reasonably likely to have a Material Adverse Effect. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Buyer or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Buyer will rely on the foregoing representation in effecting transactions in securities of the Company. | | --- | --- | | (iii) | Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is neither (i) an officer or director of the Company or any of its Subsidiaries, nor (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives. | | (iv) | No Integrated Offering. Neither the Company, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any stockholder approval provisions applicable to the Company or its securities. | | (v) | No Brokers. Except as set forth on Schedule 3(b)(v) hereof, no broker is entitled to a commission payable by the Company in connection with the transactions contemplated by this transaction and the Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. |

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| --- | | (vi) | Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the Exchange Act are being incorporated into an effective registration statement filed by the Company under the Securities Act). | | --- | --- | | (vii) | Shell Company Status. The Company is not currently an issuer identified in Rule 144(i)(1)(i) under the Securities Act, and, if it was at any time previously been such an issuer, then the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable during the preceding 12 months other than its Annual Report or Form 10-K for the year ended December 31, 2024 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and, as of a date at least one year prior to the Execution Date, has filed current “Form 10 information” with the SEC (as defined in Rule 144(i)(3) of the Securities Act) reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i) of the Securities Act. | | (viii) | No Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)(viii) under the Securities Act (each, a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Buyers a copy of any disclosures provided thereunder. | | (ix) | Other Covered Persons. The Company is not aware of any Person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of buyers or potential purchasers in connection with the sale of any Regulation D Securities. | | (x) | No General Solicitation; Placement Agent. Neither the Company, nor any of its Subsidiaries or Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. Neither the Company nor any of its Subsidiaries has engaged any placement agent in connection with the sale of the Securities. In the event that a broker-dealer or other agent or advisory is engaged by the Company subsequent to the initial Closing, the Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby in connection with the sale of the Securities. The Company shall pay, and hold the Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. |

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| --- | | (xi) | Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended. | | --- | --- | | (xii) | Transfer Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the sale and transfer of the Securities to be sold to the Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with. | | (xiii) | Compliance with Rule 15c2-11. On the Closing Date, and at all times that any of the Securities remain outstanding, the Company shall maintain as publicly available all information required by paragraph (b) of Rule 15c2-11 of the Exchange Act (as effective on September 26, 2021), as amended, such that brokers or dealers attempting to publish any quotation for the Common Stock or, directly or indirectly, to submit any such quotation for publication, shall be able to comply with Rule 15c2-11(a). | | (c) | Operations Related: | | --- | --- | | (i) | Absence of Certain Changes. No event has occurred that would have a Material Adverse Effect on the Company or any Subsidiary that has not been disclosed in the SEC Documents, OTC Filings and Disclosures. Without limiting the generality of the foregoing, except as disclosed in the OTC Filings and Disclosures, neither the Company nor any of its Subsidiaries has taken any of the actions set forth on Schedule 3(c)(i). | | --- | --- | | (ii) | Absence of Litigation. Except as disclosed in the SEC Documents or OTC Filings and Disclosures, there are no actions, suits, investigations, inquiries or proceedings pending or, to the Knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties, nor has the Company received any written or oral notice of any such action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect or would require disclosure under the Securities Act or the Exchange Act. No judgment, order, writ, injunction or decree or award has been issued by or, to the Knowledge of the Company, requested of any court, arbitrator or governmental agency which would have a Material Adverse Effect. Except as disclosed in the OTC Filings and Disclosures or as set forth on Schedule 3(c)(ii) there has not been, and to the Knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any Subsidiary or any current or former director or officer of the Company or any Subsidiary. |

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| --- | | (iii) | Patents, Copyrights, etc. The Company and the Subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted (“Intellectual Property”). None of the Company’s nor any Subsidiary’s Intellectual Property rights have expired or terminated, or, by the terms and conditions thereof, could expire or terminate within two years from the Execution Date. The Company does not have any Knowledge of any infringement by the Company and/or any Subsidiary of any material trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others, and there is no claim, action or proceeding being made or brought against, or to the Company’s Knowledge, being threatened against, the Company and/or any Subsidiary regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement, which could reasonably be expected to have a Material Adverse Effect. | | --- | --- | | (iv) | Tax Status. The Company and each of its Subsidiaries has made or filed all federal and material state and foreign income and all other material tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing authority. | | (v) | Certain Transactions. Except as set forth in the SEC Documents and OTC Filings and Disclosures, none of the officers or directors of the Company or any Subsidiary, and to the Knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of the lesser of (i) $120,000 or (ii) one percent of the average of the Company’s total assets at year end for the last two completed fiscal years, other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company or any Subsidiary and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company. |

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| --- | | (vi) | Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the Knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect. | | --- | --- | | (vii) | Environmental Matters. The Company is in compliance with all applicable Environmental Laws in all respects except where the failure to comply does not have and could not reasonably be expected to have a Material Adverse Effect. For purposes of the foregoing: “Environmental Laws” means, collectively, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, as amended, the Clean Air Act, as amended, the Clean Water Act, as amended, any other “Superfund” or “Superlien” law or any other applicable federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, the environment or any Hazardous Material. | | (viii) | Title to Property. Except as disclosed in the SEC Documents and the OTC Filings and Disclosures, the Company and each Subsidiary has good and marketable title in fee simple to all real property owned by it and good and marketable title in all personal property owned by it that is material to the business of the Company and each Subsidiary, in each case free and clear of all Liens and, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any Subsidiary and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company or any Subsidiary is held under valid, subsisting and enforceable leases with which the Company is in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or any Subsidiary. |

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| --- | | (ix) | Internal Accounting Controls. Except as disclosed in the SEC Documents or OTC Filings and Disclosures the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable to it. | | --- | --- | | (x) | Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. | | (xi) | Insurance. The Company and each Subsidiary is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and each Subsidiary is engaged. Neither the Company, nor any Subsidiary has been refused any insurance coverage sought or applied for, and the Company has no reason to believe that it or any Subsidiary will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company, taken as a whole. | | (xii) | No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, OTC Filings and Disclosures, the Company and its Subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise and whether due or to become due) other than those liabilities or obligations that are disclosed in the Financial Statements or which do not exceed, individually in excess of $50,000 and in the aggregate in excess of $200,000. The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the Execution Date and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for in the Financial Statements. |

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| --- | | (xiii) | Management. During the past five year period, no current or former officer or director or, to the Knowledge of the Company, stockholder of the Company or any of its Subsidiaries has been the subject of any matter that would require disclosure under Paragraph (f) of Rule 401 of Regulation S-K that has not been publicly disclosed. | | --- | --- | | (xiv) | Assets; Title. Except as disclosed on Schedule 3(c)(xv), each of the Company and its Subsidiaries has good and valid title to, or a valid leasehold interest in, as applicable, all of its properties and assets, free and clear of all Liens except (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, and (iv) such as have been disposed of in the ordinary course of business. To the Company’s Knowledge, all tangible personal property owned by the Company and its Subsidiaries has been maintained in good operating condition and repair, except (x) for ordinary wear and tear, and (y) where such failure would not have a Material Adverse Effect. To the Company’s Knowledge, all assets leased by the Company or any of its Subsidiaries are in the condition required by the terms of the lease applicable thereto during the term of such lease and upon the expiration thereof. To the Company’s Knowledge, the Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all Liens, encumbrances and defects. Any real property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries. | | (xv) | Subsidiary Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and to receive dividends and distributions on, all equity securities of its Subsidiaries as owned by the Company or such Subsidiary. | | (xvi) | Books and Records. To the Company’s Knowledge, the books of account, ledgers, order books, records and documents of the Company and its Subsidiaries accurately and completely reflect all information relating to the respective businesses of the Company and its Subsidiaries, the nature, acquisition, maintenance, location and collection of each of their respective assets, and the nature of all transactions giving rise to material obligations or accounts receivable of the Company or its Subsidiaries, as the case may be, except where the failure to so reflect such information would not have a Material Adverse Effect. To the Company’s Knowledge, the minute books of the Company and its Subsidiaries contain accurate records in all material respects of all meetings and accurately reflect all other actions taken by the stockholders, boards of directors and all committees of the boards of directors, and other governing Persons of the Company and its Subsidiaries, respectively. |

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| --- | | (xvii) | Money Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA PATRIOT ACT of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V. | | --- | --- | | (d) | General | | --- | --- | | (i) | Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Notes. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Notes is absolute and unconditional regardless of the dilutive effect that such issuances may have on the ownership interests of other stockholders of the Company. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Warrant Shares upon exercise of the Warrant. The Company further acknowledges that its obligation to issue Warrant Shares upon exercise of the Warrant is absolute and unconditional regardless of the dilutive effect that such issuances may have on the ownership interests of other stockholders of the Company. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Origination Shares upon execution of this Agreement. The Company further acknowledges that its obligation to issue Origination Shares upon execution of this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company. | | --- | --- | | (ii) | Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under the Notes. | | (iii) | Absence of Schedules. In the event that at the Closing Date, the Company does not deliver and attach hereto any disclosure schedule contemplated by this Agreement, the Company hereby acknowledges and agrees that (i) each such undelivered disclosure schedule shall be deemed to read as follows: “Nothing to Disclose”, and (ii) the Buyer has not otherwise waived delivery of such disclosure schedule. | | 4. | GENERAL COVENANTS. | | --- | --- | | (a) | Best Efforts. The parties shall use their commercially reasonable best efforts to satisfy timely each of the conditions described in Section 7 and 8 of this Agreement. | | --- | --- | | (b) | Use of Proceeds. The Company shall use the proceeds from the sale of the Notes to make payments towards research and development expenses, management and staff expenses, filing expenses, investor relation expenses, and patent and licensing expenses, legal fees, accountant and auditor fees, and general working capital, and shall not, directly or indirectly, use such proceeds for any loan to or investment in any other corporation, partnership, enterprise or other person. |

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| --- | | (c) | Financial Information. The Company agrees to send or make available the following reports to the Buyer until the Buyer transfers, assigns, or sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy of its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within five (5) days after upload or filing, any filings made in the SEC Documents or OTC Filings and Disclosures; (iii) within one (1) day after release, copies of all press releases issued by the Company or any of its Subsidiaries relating to the transactions contemplated hereby; and (iv) contemporaneously with the making available or giving to the stockholders of the Company, copies of any notices or other information the Company makes available or gives to such stockholders. For the avoidance of doubt, filing the documents required in (i) above via EDGAR or releasing any documents set forth in (ii) above via a recognized wire service shall satisfy the delivery requirements of this Section 4(c). | | --- | --- | | (d) | Listing. The Company shall work in good faith to secure the listing of the Conversion Shares, the Origination Shares, and the Warrant Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares, Origination Shares, and all Warrant Shares from time to time issuable upon exercise of the Notes and the Warrant, respectively. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. | | (e) | Corporate Existence. So long as the Buyer beneficially owns any of the Securities, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed or quoted for trading on the Trading Market. | | (f) | No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the Securities Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities. | | (g) | Failure to Comply with the Exchange Act. So long as the Buyer beneficially owns any of the Securities, the Company shall comply with the reporting requirements of the Exchange Act; and the Company shall continue to be subject to the reporting requirements of the Exchange Act. | | (h) | Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, then in addition to any other remedies available to the Buyer pursuant to this Agreement, each such breach will be considered an “Event of Default” under the Notes. |

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| --- | | (i) | Reservation of Shares. The Company covenants that while the Notes and/or Warrant remain outstanding, the Company will reserve from its authorized and unissued Common Stock, three hundred percent (300%) of the number of shares of Common Stock, free from pre-emptive rights, that would be issuable upon full, unconditioned conversion of the Notes and exercise of the Warrant calculated on the basis of the conversion price and exercise price, respectively, in effect as the Closing Date, which such reserved amounts shall be increased by the Company from time to time in accordance with its obligations under such Securities. In addition to all other rights in this Agreement and the Notes, in the event that on any date (the “Reserve Depletion Date”) the Company does not have available enough authorized shares of Common Stock to satisfy any conversion request regarding the Notes, or exercise of the Warrant, the Company shall repay all outstanding amounts owed under the Notes in full within sixty (60) days of the Reserve Depletion Date. | | --- | --- | | (j) | Indemnification. Each party hereto (an “Indemnifying Party”) agrees to indemnify and hold harmless the other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the rules and regulations thereunder (an “Indemnified Party”) from and against any Damages, joint or several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement. | | (k) | Certain Expenses and Fees. The Company shall pay all stamp taxes and other taxes and duties levied in connection with the delivery of the Notes to the Buyer. In addition, the Buyer shall receive a $ 20,000 credit for the Buyer’s transaction expenses which shall be evidenced in the face value of the first Note. The Company shall pay all Transfer Agent fees related to the processing of restricted stock legend removal for any Securities, including but not limited to those for legal opinions and/or administrative fees. | | 5. | SPECIAL COVENANTS | | --- | --- | | (a) | Piggyback Registration Rights. The Company shall include on any registration statement filed with the SEC (including without limitation on any registration statement on Form 1-A), all Conversion Shares, all Warrant Shares, and all Origination Shares. In addition to all other remedies at law or in equity or otherwise under this Agreement or other Transaction Documents, failure to do so will result in liquidated damages of $20,000.00 pursuant to this Section 5(a), being immediately due and payable to the Buyer at its election in the form of cash payment. | | --- | --- | | (b) | Variable Rate Transactions. The Company covenants and agrees that it will not, without the prior written consent of the Buyer, enter into any equity line of credit agreement with any other party or enter into any transaction resulting in, or with, any Variable Security Holders, excluding the Buyer, without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole and absolute discretion unless the proceeds of such transaction are used first and primarily to repay the Notes in full; provided that such arrangements evidenced by written agreements that exist as of the Execution Date shall not be subject to the provisions of this Section 5(b). “Variable Security Holder” means any holder of any securities of the Company that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, and/or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition. |

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| --- | | (c) | Origination Shares. In the event that the value of the Origination Shares is less than $ 428,571.43 , on the 15^th^ day following the Company’s initial listing on the trading market, the Company shall issue the Buyer additional common shares as follows: | | --- | --- | | | the difference between (A) the number of Origination Shares, minus (B) the number of Origination Shares that would have been delivered using the lowest daily trading price of the common shares on the Trading Day before the date of payment, multiplied by (C) the lowest daily trading price of the common shares on the Trading Day before the date payment is due pursuant to this Section. | | (d) | Participation Rights. During the twelve (12) months immediately following the Closing, with respect to each and any securities offering conducted by the Company, the Company agrees to, and hereby does, irrevocably grant to the Buyer the option to purchase up to $1,000,000 worth of the securities offered in such offering at the applicable prices thereunder (such grant, the “Participation Right”); provided, however, that (i) the Participation Right shall not apply to the issuance of the Permitted Bridge Indebtedness and (ii) with respect to any underwritten public offering of securities, such Participation Right shall be subject to the consent of the underwriter. | | (e) | Repayment from Proceeds. While any portion of the Notes is outstanding, if the Company receives cash proceeds from any source or series of related or unrelated sources, including but not limited to, from payments from customers, the issuance of equity or debt, the conversion of outstanding warrants of the Company, the issuance of securities pursuant to an equity line of credit of the Company or the sale of assets, the Company shall, within one (1) business day of the Company’s receipt of such proceeds, inform the Buyer of such receipt, following which the Buyer shall have the right in its sole discretion to require the Company to immediately apply all or any portion of such proceeds to repay all or any portion of the outstanding amounts owed under the Notes. In the event that such proceeds are to be paid to the Buyer prior to the Maturity Date (as defined in a subject Note), the required prepayment shall be subject to all prepayment terms in the Notes. | | (f) | Right of First Refusal. During the twelve (12) months immediately following the Closing, in the event that the Company receives a Bona Fide Offer (defined below) of capital or financing from any third party consisting of any securities offering, including but not limited to any debt or equity securities (but excluding the Permitted Bridge Indebtedness and any underwritten offering of securities), then the Company must, and irrevocably agrees to, first offer such opportunity to the Buyer to provide such capital or financing to the Company on the same or similar terms as each respective third party’s terms, and the Buyer may in its sole discretion determine whether the Buyer will provide such capital or financing. Upon receipt of the third party offer, the Company shall promptly provide notice thereof to the Buyer (the “Offer Notice”) and provide copies of the pending transaction documents. Should the Buyer be unwilling or unable to provide such capital or financing to the Company within two (2) Trading Days from the Buyer’s receipt of the Offer Notice from the Company, then the Company may obtain such capital or financing from the respective third party upon the exact same terms and conditions offered by the Company to the Buyer, which transaction must be completed within seven (7) Trading Days after the date of the Offer Notice. If the Company does not receive the capital or financing from the respective third party within thirty (30) Trading Days after the date of the respective Offer Notice, then the Company must again offer the capital or financing opportunity to the Buyer as described above, and the process detailed above shall be repeated. A “Bona Fide Offer” is one in which the purchaser is irrevocably and contractually bound to purchase the subject securities from the Company, subject to the Buyer’s right of first refusal. |

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| --- | | (g) | Compliance with Rule 15c2-11. The Company take all actions to maintain as publicly available all information required by paragraph (b) of Rule 15c2-11 of the Exchange Act (as effective on September 26, 2021), as amended, such that brokers or dealers attempting to publish any quotation for the Common Stock or, directly or indirectly, to submit any such quotation for publication, shall be able to comply with Rule 15c2-11(a). | | --- | --- | | (h) | Prohibition on Certain Transactions. The Buyer covenants and agrees that neither it, nor any affiliate acting on its behalf or pursuant to any understanding with it will execute any “short sales” of the Common Stock as defined in Rule 200 of Regulation SHO under the Exchange Act. | | (i) | Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 5, then in addition to any other remedies available to the Buyer pursuant to this Agreement, each such breach will be considered an “Event of Default” under the Notes. | | 6. | Transfer Agent Instructions. Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act or the date on which the Conversion Shares or the Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in the Notes or Warrants as applicable. The Company warrants that: (i) no stop transfer instructions will be given by the Company to its Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Notes; (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares or Warrant Shares to be issued to the Buyer upon conversion/exercise of or otherwise pursuant to the Notes or the Warrant, respectively, as and when required by the Notes, the Warrant or this Agreement; and (iii) it will not fail to remove (or direct its Transfer Agent not to remove or impairs, delays, and/or hinders its Transfer Agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares or any Warrant Shares as contemplated by the terms of this Agreement, the Notes and the Warrant, as applicable. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company (which shall be at the cost of the Company), with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the Securities Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, the Origination Shares, and the Warrant Shares, promptly instruct its Transfer Agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer or, in the sole discretion of the Buyer, the Company shall take all action necessary to ensure that such Common Stock is transferred electronically as DWAC (as defined in the Notes) shares. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required. | | --- | --- |

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| --- | | 7. | CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Notes, the Warrant, and the Origination Shares to the Buyer at the Initial Closing and each Subsequent Closing is subject to the satisfaction, at or before the applicable Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: | | --- | --- | | (a) | The Buyer shall have executed this Agreement and delivered the same to the Company. | | --- | --- | | (b) | The Buyer shall have delivered the Purchase Price in accordance with Section 1 above. | | (c) | The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date. | | (d) | No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. | | 8. | CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE. The obligation of the Buyer hereunder to purchase the Notes and fund the Investment of the Notes at the Initial Closing and each subsequent Closing is subject to the satisfaction, at or before the applicable Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: | | --- | --- | | (a) | The Company shall have executed this Agreement and delivered the same to the Buyer on the Closing Date. | | --- | --- | | (b) | The Company shall have delivered to the Buyer the duly executed Note and the Origination Shares in accordance with Section 1 above on the Closing Date. | | (c) | The Company shall have delivered to the Buyer the duly executed Warrant on the Closing Date. | | (d) | The Company shall have delivered to the Buyer the duly executed Security Agreement. | | (e) | The Company shall have delivered to the Buyer the duly executed Transfer Agent Instruction Letter on the Closing Date. |

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| --- | | (f) | The Company shall have delivered a copy of its Directors’ resolutions relating to the transactions contemplated hereby, the form of which is attached hereto as Exhibit E, on the Closing Date. | | --- | --- | | (g) | No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement, as of the Closing Date. | | (h) | No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the Exchange Act reporting status of the Company or the failure of the Company to be timely in its Exchange Act reporting obligations, as of the Closing Date. | | (i) | The Company shall have delivered to the Buyer a copy of its certificate of good standing with the State of Nevada dated within five (5) days of the Closing. | | (j) | The Company shall have delivered a legal opinion to the Buyer regarding the enforceability of the Transaction Documents in form and substance acceptable to the Buyer. | | (k) | The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer, in the form prescribed by the Buyer. | | (l) | The Buyer, the Company, and the Company’s existing senior lender shall have entered into an intercreditor agreement in form and substance satisfactory to the Buyer and its legal counsel. | | 9. | GOVERNING LAW; MISCELLANEOUS. | | --- | --- | | (a) | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Miami, Florida, or in the federal courts located in the Southern District of Florida. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. | | --- | --- |

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(b)	JURY TRIAL WAIVER. THE COMPANY AND THE BUYER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS.
(c)	Counterparts;<br> Signatures by Electronic Mail. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original<br> but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each<br> party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by electronic<br> mail transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.
(d)	Headings.<br> The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of,<br> this Agreement.
(e)	Severability.<br> In the event that any provision of this Agreement or of any of the Transaction Documents is invalid or unenforceable under any applicable<br> statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be<br> deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under<br> any law shall not affect the validity or enforceability of any other provision hereof.
(f)	Entire<br> Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with<br> respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor<br> the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement<br> may be waived or amended other than by an instrument in writing signed by the Buyer.
(g)	Notices.<br> All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing<br> and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return<br> receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by hand<br> delivery, or e-mail as a PDF (with read receipt), addressed as set forth below or to such other address as such party shall have<br> specified most recently by written notice given in accordance herewith. Any notice or other communication required or permitted to<br> be given hereunder shall be deemed effective (i) upon hand delivery or delivery by e-mail (with read receipt) at the address designated<br> below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day<br> following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received)<br> or (ii) on the second business day following the date of mailing by express courier service or on the fifth business day after deposited<br> in the mail, in each case, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first<br> occur.

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If to the Company, to:

Cell Source, Inc.

57 West 57th Street, Suite 400

New York, NY 10019

Attn: Itamar Shimrat

Email: ishimrat@cell-source.com

If to the Buyer, to:

QUICKCAPITAL, LLC

66 West Flagler Street

Suite 900 - #2292

Miami, FL 33130

Attn: Eilon D. Natan, Manager

E-mail: eilon@quick-cap.com

Either party hereto may from time to time change its address or e-mail for notices under this Section 9(g) by giving at least ten (10) days’ prior written notice of such changed address to the other party hereto.

(h)	Successors<br> and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither<br> the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of<br> the other. Notwithstanding the foregoing, subject to Section 2(e), the Buyer may assign its rights hereunder to any person<br> that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined<br> under the Exchange Act, without the consent of the Company.
(i)	Third<br> Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors<br> and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
(j)	Survival.<br> The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the<br> Closings hereunder as well as the termination/satisfaction of the Notes for the longest period allowable under applicable law. The<br> Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for Damages arising<br> as a result of or related to any breach by the Company of any of its representations, warranties and covenants set forth in this<br> Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
(k)	Further<br> Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute<br> and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order<br> to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

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| --- | | (l) | No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. | | --- | --- | | (m) | Remedies. | | (i) | The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required. | | (ii) | In addition to any other remedy provided herein or in any document executed in connection herewith, the Company shall pay the Buyer for all costs, fees and expenses in connection with any arbitration, litigation, contest, dispute, suit or any other action to enforce any rights of the Buyer against the Company in connection herewith, including, but not limited to, costs and expenses and attorneys’ fees, and costs and time charges of counsel to the Buyer. | | (n) | Publicity. The Company and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, Trading Market, or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, Trading Market or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof). | | 10. | DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined): |

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries that would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

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“Damages” shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and disbursements and costs and expenses of expert witnesses and investigation).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Hazardous Material” means and includes any hazardous, toxic or dangerous waste, substance or material, the generation, handling, storage, disposal, treatment or emission of which is subject to any Environmental Law.

“Knowledge” including the phrase “to the Company’s Knowledge” shall mean the actual knowledge after reasonable investigation of the Company’s officers and directors.

“Lien” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, pre-emptive right or any other restriction.

“Material Adverse Effect” means any effect on the business, operations, properties, or financial condition of the Company and/or the Subsidiaries that is material and adverse to the Company and/or the Subsidiaries and/or any condition, circumstance, or situation that prohibits or otherwise materially interferes with the ability of the Company and/or the Subsidiaries to enter into and/or perform its obligations under any Transaction Document.

“OTC Filings and Disclosures” shall mean the Company’s documents uploaded as of the Execution Date onto the Company’s “Filings and Disclosures” page on the OTCMarkets.com website.

“Person” means an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Securities” means, collectively, the Notes, the Conversion Shares, the Warrant, the Warrant Shares, the Origination Shares, and any other securities of the Company issued in connection with or in exchange for any of the foregoing.

“Security Agreement” means that certain Security Agreement between the parties as attached hereto as Exhibit D.

“Subsidiary” or “Subsidiaries” means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the Securities Act.

“Trading Day” shall mean a day on which the NASDAQ stock market shall be open for business.

“Trading Market” means the OTC-PINK market of the OTC-Markets.

“Transaction Documents” shall mean this Agreement, the Notes, the Warrant, the Security Agreement, the Transfer Agent Instruction Letter and all schedules and exhibits hereto and thereto.

“Transfer Agent” shall mean Globex Transfer, LLC, the current transfer agent of the Company, and any successor transfer agent of the Company.

“Transfer Agent Instruction Letter” means the letter from the Company to the Transfer Agent in the form of Exhibit C attached hereto.

**signature page follows **

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INWITNESS WHEREOF, the Buyer and the Company have caused their respective signature page to this Note Purchase Agreement to be duly executed as of the Execution Date.

COMPANY:
CELL SOURCE, INC.
By:	/s/Itamar Shimrat
Name:	Itamar<br> Shimrat
Title:	CEO
BUYER:
QUICK CAPITAL, LLC
By:	/s/Eilon D. Natan
Name:	Eilon<br>D. Natan
Title:	Manager

** Signature Page to Note Purchase Agreement **

EXHIBIT10.81

NEITHERTHE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLEHAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFEREDFOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANTTO THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLYACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCINGARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $285,714.29	Issue Date: June 24, 2025

SECURED CONVERTIBLE PROMISSORY NOTE

FORVALUE RECEIVED, as of June 24, 2025 (the “Issue Date”), Cell Source, Inc., a Nevada corporation (hereinafter called the “Borrower” or “Company”), hereby promises to pay to the order of Quick Capital, LLC, a Wyoming limited liability company, or its registered assigns (the “Holder”), the principal sum of $285,714.29, payable upon the earlier of maturity or upon acceleration or upon prepayment of this Note as set forth herein. The term “Note” and all references thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented. This Note shall bear interest at the rate of twelve percent (12%) per annum on the principal amount of this Note. The maturity date of this Note shall be the date that is eight (8) months after the Issue Date (the“Maturity Date”), and is the date upon which the principal amount, as well as any accrued and unpaid interest andother fees, shall be due and payable. This Note may be prepaid in whole as explicitly set forth herein. All payments due hereunder (to the extent not converted into common stock of the Company, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of Miami, Florida are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Note Purchase Agreement dated June 24, 2025, pursuant to which this Note was originally issued (as amended and/or restated from time to time, the “Purchase Agreement”).

The cash consideration delivered to the Borrower at the closing of this Note is $180,000, as this Note is being issued with a thirty percent (30%) original issuance discount, and with $20,000being withheld to offset transaction and legal costs of the Holder.

This Note is free from all taxes, liens, claims, and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The Company hereby affirms all of its obligations to the Holder under all of the Transaction Documents and agrees and affirms as follows: (i) that as of the Issue Date, the Company has performed, satisfied and complied in all material respects with all the covenants, agreements and conditions under each of the Transaction Documents to be performed, satisfied or complied with by the Company; (ii) that the Company shall continue to perform each and every covenant, agreement and condition set forth in each of the Transaction Documents and this Note, and continue to be bound by each and all of the terms and provisions thereof and hereof; (iii) that as of the Issue Date, no default or Event of Default has occurred or is continuing under the Purchase Agreement, the Note or any other Transaction Documents, and no event has occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default under the Purchase Agreement, the Note or any other Transaction Documents; and (iv) that as of the Issue Date, no event, fact, or other set of circumstances has occurred which could reasonably be expected to have, cause, or result in a Material Adverse Effect.

The Company hereby acknowledges, represents, warrants and confirms to the Holder that: (i) each of the Transaction Documents executed by the Company are valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms; and (ii) no oral representations, statements, or inducements have been made by Holder, or any agent or representative of Holder, with respect to this Note, the Purchase Agreement, and all other Transaction Documents.

This Note shall be a first senior secured obligation of the Borrower, with priority over all existing and future Indebtedness (as defined below) of the Borrower as provided for herein. The obligations of the Borrower under this Note are secured pursuant to the terms of the security agreement of even date herewith by and between the Borrower and the Holder, and such security interest includes but is not limited to all of the assets of the Borrower. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (directly or indirectly through any subsidiary or affiliate) incur or suffer to exist or guarantee any Indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder except (i) Borrower’s indebtedness to TVT Capital Source LLC pursuant to the Business Loan and Security Agreement dated as of December 6, 2024 and (ii) indebtedness incurred on a pari passu basis, including up to $1,500,000 of indebtedness incurred on a pari passu basis to Karolus Maximum Kapital; provided, however, that (A) (i) the terms and conditions of all such indebtedness shall be subject to the written consent and approval of the Holder, (ii) all such indebtedness shall not be subject to a variable rate of interest, and (iii) all such indebtedness shall be subject to a right of first refusal by the Holder, and (B) all additional lenders, including Karolus Maximum Kapital, shall enter into an intercreditor agreement with the Holder in form and substance satisfactory to the Holder and its counsel (the “Permitted Bridge Indebtedness”). For purposes of this paragraph, the term “Borrower” shall include any subsidiary of the Borrower in addition to the Borrower. As used herein, the term “Indebtedness” means (a) all indebtedness of the Borrower for borrowed money or for the deferred purchase price of property or services, including any type of letters of credit, but not including deferred purchase price obligations in place as of the Issue Date and as disclosed in the OTC Filings and Disclosures or the SEC Documents or obligations to trade creditors incurred in the ordinary course of business, (b) all obligations of the Borrower evidenced by notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred by the Borrower to finance the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the purchase price of the assets funded, (d) all guarantee obligations of the Borrower in respect of obligations of the kind referred to in clauses (a) through (c) above that the Borrower would not be permitted to incur or enter into, and (e) all obligations of the kind referred to in clauses (a) through (d) above that the Borrower is not permitted to incur or enter into that are secured and/or unsecured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured and/or unsecured by) any lien or encumbrance on property (including accounts and contract rights) owned by the Borrower, whether or not the Borrower has assumed or become liable for the payment of such obligation.

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The following additional terms shall also apply to this Note:

Article I

CONVERSION RIGHTS

1.1 Conversion Right. Notwithstanding anything herein to the contrary, upon delivery by the Holder to the Borrower of a Default Notice (as defined herein) setting forth the Event of Default under the Note, at the sole option of the Holder, the Holder shall have the right to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other obligation owed pursuant to this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below) selected by the Holder for any particular conversion, determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the Conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each Conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) (the numerator) by the applicable Conversion Price then in effect on the date specified in the notice of conversion (the denominator), in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., Miami, Florida time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any Conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such Conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, provided however, that the Borrower shall have the right to pay any or all interest in cash plus (3) at the Holder’s option, fees on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.

1.2 Conversion Price. Subject to the adjustments described herein, this Note shall be convertible into shares of Common Stock at any time, and from time to time, in any portion at the Conversion Price, in the sole discretion of the Holder. “Conversion Price” means the then applicable Variable Conversion Price, as determined in accordance with this Note as selected by the Holder in connection with any particular Conversion. The Conversion Price shall be automatically adjusted equitably for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, as well as combinations, recapitalization, reclassifications, extraordinary distributions and similar events:

(a) Variable Conversion Price. The Conversion Price shall be a rate per share equal to (x) 65%, multiplied by (y) the Market Price (as defined herein) (representing a discount rate of 35%) (the “Conversion Price”). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the lesser of: (a) the lowest trade price on the Over-the-Counter Bulletin Board (the “OTCBB”), OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or, if the OTCBB is not the principal trading market for such security, the trading price of such security on the principal securities exchange or trading market where such security is quoted, listed or traded or, if no trading price of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc., or (b) the closing bid price on the OTCBB, OTCQB or applicable trading market as reported by a Reporting Service designated by the Holder or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is quoted, listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded.

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(b) Additional Conversion Considerations. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.

(c) Pro Rata Conversion; Disputes. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Borrower shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with this Note.

1.3 Authorized Shares. The Borrower covenants that during the period the Conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved three times (300%) the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time) (the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations pursuant to Section 4(i) of the Purchase Agreement. The Borrower represents that upon issuance, such shares of Common Stock will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which this Note shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) represents that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note. Notwithstanding the foregoing, in no event shall the Reserved Amount be lower than the initial Reserved Amount, regardless of any prior conversions.

Borrower’s failure to maintain or to replenish the Reserved Amount within three (3) business days of a request of the Holder, shall be an Event of Default under this Note.

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1.4 Method of Conversion.

(a) Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from time to time on or after the Issue Date, by (i) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., Miami, Florida time) and (ii) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder shall, prima facie, be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c) Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates (or electronic shares via DWAC transfer, at the option of Holder) for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

(e) Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., Miami, Florida time, on such date. The Borrower shall pay all Transfer Agent fees, legal fees, deposit fees, and related costs for each conversion hereunder in an amount equal to $1,750 for each conversion.

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(f) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system.

(g) Failure to Deliver Common Stock Prior to Delivery Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock until the Borrower issues and delivers a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such Holder’s conversion of any Conversion Amount (under Holder’s and Borrower’s expectation that any damages will tack back to the Issue Date). Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1.4(g) are justified.

(h) Rescindment of a Notice of Conversion. If (i) the Borrower fails to respond to Holder within one (1) business day from the Conversion Date confirming the details of Notice of Conversion, (ii) the Borrower fails to provide any of the shares of the Borrower’s Common Stock requested in the Notice of Conversion within three (3) business days from the date of receipt of the Note of Conversion, (iii) the Holder is unable to procure a legal opinion required to have the shares of the Borrower’s Common Stock issued unrestricted and/or deposited to sell for any reason related to the Borrower’s standing, (iv) the Holder is unable to deposit the shares of the Borrower’s Common Stock requested in the Notice of Conversion for any reason related to the Borrower’s standing, (v) at any time after a missed Deadline, at the Holder’s sole discretion, or (vi) if OTC Markets changes the Borrower’s designation to ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull & Crossbones), ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign) or other trading restriction on the day of or any day after the Conversion Date, the Holder maintains the option and sole discretion to rescind the Notice of Conversion with a “Notice of Rescindment.”

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1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”) or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the 1933 Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an “accredited investor” (as defined in Rule 501(a) of the 1933 Act). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHERTHE ISSUANCE OR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF(A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL(WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR(II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTIONWITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the 1933 Act, which opinion shall be reasonably accepted by the Company so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. In the event that the Company does not accept the opinion of counsel provided by the Holder meeting the requirements of this Section 1.5 with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, and the does not provide a suitable replacement opinion to the Holder within two (2) business days, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

1.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

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(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(d) Adjustment Due to Dilutive Issuance. If, at any time when this Note is issued and outstanding, the Borrower issues or sells, or in accordance with this Section 1.6(d) hereof is deemed to have issued or sold, except for shares of Common Stock issued directly to vendors or suppliers of the Borrower in satisfaction of amounts owed to such vendors or suppliers (provided, however, that such vendors or suppliers shall not have an arrangement to transfer, sell or assign such shares of Common Stock prior to the issuance of such shares), any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance.

The Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as “Options”) and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

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Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options), and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For the purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon such conversion or exchange” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

(e) Purchase Rights. If, at any time when any Notes are issued and outstanding, the Borrower issues any Convertible Securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(f) Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Section 1.6, or under Section 1.2 (regarding stock splits, combinations, etc.), the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.

1.7 Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then quoted, listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Note more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. Once the Maximum Share Amount has been issued, if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrower’s ability to issue shares of Common Stock in excess of the Maximum Share Amount, in lieu of any further right to convert this Note, this will be considered an Event of Default under Section 3.2 of the Note.

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1.8 Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates or transmission of such shares pursuant to Section 1.4(f) for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if this Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion default payments pursuant to Section 1.3 to the extent required thereby for such Conversion default and any subsequent Conversion default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.2) for the Borrower’s failure to convert this Note.

1.9 Prepayment. Notwithstanding anything to the contrary contained in this Note, the Borrower may prepay the amounts outstanding hereunder with the consent of the Holder pursuant to the following terms and conditions:

(a) At any time during the period beginning on the Issue Date and ending on the date which is day immediately prior to the Maturity Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount in cash equal to 100%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note.

(b) Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the applicable prepayment amount to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

Article II

CERTAIN COVENANTS

2.1 Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock or Preferred Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

2.2 Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.

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2.3 Borrowings. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on the Issue Date and of which the Borrower has informed Holder in writing prior to the Issue Date, (b) indebtedness to trade creditors financial institutions or other lenders incurred in the ordinary course of business, (c) borrowings, the proceeds of which shall be used to repay this Note or (d) the Permitted Bridge Indebtedness.

2.4 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

2.5 Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the Issue Date and which the Borrower has informed Holder in writing prior to the Issue Date, (b) made in the ordinary course of business or (c) not in excess of $15,000.

2.6 Section 3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the 1933 Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the 1933 Act (a “3(a)(10) Transaction”). In the event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this Note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than Fifteen Thousand Dollars ($15,000), will be assessed and will become immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.

2.7 Preservation of Existence, etc. The Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no or minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary.

2.8 Non-circumvention. The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its Certificate or Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.

2.9 Repayment from Proceeds. While any portion of this Note is outstanding, if the Borrower receives cash proceeds from any source or series of related or unrelated sources, including but not limited to, from payments from customers, the issuance of equity or debt (except the Permitted Bridge Indebtedness and up to $500,000 from the issuance solely of Common Stock and no other preferred, convertible, derivative or similar type of equity), the conversion of outstanding warrants of the Borrower, the issuance of securities pursuant to an equity line of credit of the Borrower or the sale of assets, the Borrower shall, within one (1) business day of Borrower’s receipt of such proceeds, inform the Holder of such receipt, following which the Holder shall have the right in its sole discretion to require the Borrower to immediately apply all or any portion of such proceeds to repay all or any portion of the outstanding amounts owed under this Note. Failure of the Borrower to comply with this provision shall constitute an Event of Default. In the event that such proceeds are received by the Holder prior to the Maturity Date, the required prepayment shall be subject to the terms of Section 1.9 herein.

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2.10 Piggyback Registration Rights. The Company shall include on any registration statement filed with the SEC, all Conversion Shares, all Warrant Shares, and all Origination Shares except that in the case of an underwritten public offering, such inclusion shall be subject to the underwriter’s consent. In addition to all other remedies at law or in equity or otherwise in connection with any breaches under this Note or the other Transaction Documents, failure to do so in compliance with this Section 2.10 will result in liquidated damages of $20,000.00, being immediately due and payable to the Buyer at its election in the form of cash payment.

Article III

EVENTS OF DEFAULT

The occurrence of any of the following shall each constitute an “Event of Default” with no right to notice or the right to cure except as specifically stated:

3.1 Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at the Maturity Date, upon acceleration or otherwise.

3.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the Conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an “Event of Default” of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

3.3 Breach of Covenants. The Borrower breaches any covenant or other term or condition contained in this Note, or in any of the Transaction Documents including but not limited to the Purchase Agreement.

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3.5 Receiver or Trustee. The Company or any subsidiary of the Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

3.6 Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7 Bankruptcy; Liquidation. (i) Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary of the Company or the Borrower admits in writing its inability to pay its debts generally as they mature, or have filed against it an involuntary petition for bankruptcy; or (ii) any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business occurs.

3.8 Delisting of Common Stock; Failure to Uplist. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCBB, OTCQB, OTC Pink or an equivalent replacement exchange, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE American.

3.9 Failure to Comply with the Exchange Act. The Borrower shall hereafter fail to timely comply with the reporting requirements of the 1934 Act (including but not limited to becoming delinquent in its filings); and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act; and/or the Borrower shall not have publicly available all information required by paragraph (b) of Rule 15c2-11 of the Exchange Act (as effective on September 26, 2021), as amended, such that brokers or dealers attempting to publish any quotation for the Common Stock or, directly or indirectly, to submit any such quotation for publication, shall be able to comply with Rule 15c2-11(a).

3.10 DTC. In the event that the Company (i) loses its ability to deliver shares via “DWAC/FAST” electronic transfer, or (ii) loses its stats as “DTC Eligible.”

3.11 Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future) or any disposition or conveyance of any material asset of the Borrower.

3.12 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.13 Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.

3.14 Rights of Participation. The failure of the Borrower to fully satisfy its obligations to the Holder under Section 5(c) and/or Section 5(d) of the Purchase Agreement.

3.15 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instruction Letter in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

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3.16 Cessation of Trading. Any cessation of trading of the Common Stock on at least one of the OTCBB, OTCQB, OTC Pink or an equivalent replacement exchange, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE American, and such cessation of trading shall continue for a period of five consecutive (5) Trading Days.

3.17 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any material covenant or other term or condition contained in any of the Other Agreements, other than any such breach or default which is cured by agreement of the parties, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

3.18 Bid Price. The Borrower shall lose the “bid” price for its Common Stock ($0.01 on the “Ask” with zero market makers on the “Bid” per Level 2) and/or a market (including the OTCBB, OTCQB or an equivalent replacement exchange).

3.19 OTC Markets Designation. If the OTC-Markets changes the Borrower’s designation to ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull and Crossbones), or ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign).

3.20 Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form 8-K pursuant to Regulation FD on that same date.

3.21 Unavailability of Rule 144. If, at any time on or after the date which is six (6) months after the Issue Date, the Holder is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and (ii) thereupon deposit such shares into the Holder’s brokerage account.

Upon the occurrence of any Event of Default specified in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15. 3.16, 3.18, 3.19, 3.20, 3.21 and/or 3.22 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to (i) 150% times the sum of (x) the then outstanding principal amount of this Note plus (y) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”), on the amounts referred to in clauses (x) and/or (y) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Sum”) or (ii) at the option of the Holder, the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless the Event of Default arises as a result of a breach in respect of a specific Conversion Date (in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest Closing Price (defined below) for the Common Stock during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity. “Closing Price” means, for any security as of any date, the closing bid price as reported on the OTCBB, OTCQB or applicable trading market or exchange as reported by a reliable reporting service designated by the Holder or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is quoted, listed or traded.

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The Holder shall have the right at any time, to require the Borrower to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect, subject to the terms of this Note. This right of the Holder shall automatically apply upon the occurrence of an Event of Default without the need for any party to give any notice or take any other action.

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Borrower for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Article IV

MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, or electronic transmission by e-mail (with read-receipt required) addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by electronic transmission by e-mail (with read-receipt required), at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

Cell Source, Inc.

57 West 57th Street, Suite 400

New York, NY 10019

Attn: Itamar Shimrat

Email: ishimrat@cell-source.com

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If to the Holder:

Quick Capital, LLC

66 West Flagler Street

Suite 900 - #2292

Miami, FL 33130

Attn: Eilon D. Natan, Manager

E-mail: eilon@quick-cap.com

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder.

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Neither the Borrower nor the Holder shall assign this Note or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Holder may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that term is defined under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bonafide margin account or other lending arrangement. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Wyoming without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Miami, Florida, or in the federal courts located in the Southern District of Florida. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLYWAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTIONWITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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4.7 Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.

4.8 Purchase Agreement and Security Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement and the Security Agreement.

4.9 Notice of Corporate Events. Except as otherwise provided in this Note, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9 including, but not limited to, name changes, recapitalizations, etc. as soon as possible under law.

4.10 Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Borrower covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any usury law that would prohibit or forgive the Borrower from paying all or a portion of the principal or interest on this Note.

4.11 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required. No provision of this Note shall alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

4.12 Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

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4.13 Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, Default Sum, Closing Date or Maturity Date, the closing bid price, or fair market value (as the case may be) or the arithmetic calculation of the Conversion Price or the applicable prepayment amount(s) (as the case may be), the Borrower or the Holder shall submit the disputed determinations or arithmetic calculations via electronic transmission by e-mail (with read-receipt required) (i) within two (2) Trading Days after receipt of the applicable notice giving rise to such dispute to the Borrower or the Holder or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Borrower are unable to agree upon such determination or calculation within two (2) business days of such disputed determination or arithmetic calculation (as the case may be) being submitted to the Borrower or the Holder, then the Borrower shall, within two (2) business days, submit via electronic transmission by e-mail (with read-receipt required) (a) the disputed determination of the Conversion Price, the closing bid price, the or fair market value (as the case may be) to an independent, reputable investment bank selected by the Borrower and approved by the Holder or (b) the disputed arithmetic calculation of the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, Default Sum to an independent, outside accountant selected by the Holder that is reasonably acceptable to the Borrower. The Borrower shall cause at its expense the investment bank or the accountant to perform the determinations or calculations and notify the Borrower and the Holder of the results no later than ten (10) business days from the time it receives such disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation shall be binding upon all parties absent demonstrable error.

4.14 Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any security with any term more favorable to the holder of such security or with a term (including without limitation any Conversion Price) in favor of the holder of such security that was not similarly provided to the Holder in this Note (other than a future financing with the Holder), then the Borrower shall notify the Holder of such additional or more favorable term and such term, at Holder’s option, shall become a part of the Transaction Documents with the Holder. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage.

***signature page follows ***

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer as of the Issue Date.

COMPANY:
CELL<br> SOURCE, INC.
By:	/s/ Itamar Shimrat
Name:	Itamar Shimrat
Title:	President & CEO

Acknowledged and Accepted by:

HOLDER:

QuickCapital, LLC

By:	/s/ Eilon D. Natan
Name:	Eilon D. Natan
Title:	Manager

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Exhibit A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $_________________ principal amount of the Note (defined below) together with $________________ of accrued and unpaid interest thereto, totaling $_____________ into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of Cell Source, Inc., a Nevada corporation (the “Borrower”), according to the conditions of the convertible note of the Borrower dated as of June 24, 2025 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐	The<br> Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned<br> or its nominee with DTC through its Deposit Withdrawal At Custodian system (“DWAC Transfer”).
Name<br> of DTC Prime Broker:_____________________________________________________________________
---
Account<br> Number:______________________________________________________________________________
☐	The<br> undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth<br> below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or,<br> if additional space is necessary, on an attachment hereto:
---	---
Name:	[NAME]
---	---
Address:	[ADDRESS]
Date of Conversion:_______________________________________
---
Applicable Conversion Price: $______________________________
Number of Shares of Common Stock to be<br> Issued
Pursuant to Conversion of the Notes:__________________________
Amount of Principal Balance Due remaining
Under the Note after this conversion:__________________________
Accrued and unpaid interest remaining:________________________
[HOLDER]
By:
---	---
Name:	[NAME]
Title:	[TITLE]
Date:	[DATE]

EXHIBIT 10.82

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “Agreement”), dated as of June 24, 2025, is by and between CELL SOURCE, INC., a Nevada corporation (the “Grantor”), and QUICK CAPITAL, LLC, a Wyoming limited liability company (the “SecuredParty”).

WHEREAS, on the date hereof, the Grantor has issued its Secured Convertible Promissory Note (the “Note”) to the Secured Party pursuant to that certain Note Purchase Agreement of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”) between the Grantor and the Secured Party; Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement;

WHEREAS, this Agreement is given by the Grantor in favor of the Secured Party to secure the payment and performance of all of the Secured Obligations (as defined below); and

WHEREAS, one of the conditions of the Purchase Agreement is that the obligations of the Grantor thereunder shall be secured by a security interest in the Collateral (as defined below) owned by the Grantor in favor of the Secured Party;

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions.

(a) Unless otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement.

(b) Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9.

“Collateral” has the meaning set forth in Section 2.

“Eventof Default” has the meaning set forth in the Note.

“FirstPriority” means, with respect to any lien and security interest purported to be created in any Collateral pursuant to this Agreement, such lien and security interest is the most senior lien to which such Collateral is subject (subject only to liens permitted under the Purchase Agreement and the lien of TVT Capital Source, LLC granted pursuant to the Business Loan and Security Agreement with the Company dated as of December 6, 2024).

“Proceeds” means “proceeds” as such term is defined in section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Collateral, collections thereon or distributions with respect thereto.

“SecuredObligations” has the meaning set forth in Section 3.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of Wyoming or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state.

2. Grant of Security Interest. The Grantor hereby pledges and grants to the Secured Party, and hereby creates a continuing First Priority lien and security interest in favor of the Secured Party in and to all of its right, title and interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the “Collateral”):

(a) all fixtures and personal property of every kind and nature including all accounts (including health-care-insurance receivables), goods (including inventory and equipment), documents (including, if applicable, electronic documents), instruments, promissory notes, chattel paper (whether tangible or electronic), letters of credit, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), securities and all other investment property, stock and all securities of the Grantor’s subsidiaries, commercial tort claims, copyrights, patents, trademarks, all intellectual property, general intangibles (including all payment intangibles), money, deposit accounts, and any other contract rights or rights to the payment of money; and

(b) all Proceeds and products of each of the foregoing, all books and records relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to the Grantor from time to time with respect to any of the foregoing.

3. Secured Obligations. The Collateral secures the due and prompt payment and performance of:

(a) the obligations of the Grantor from time to time arising under the Note, the Purchase Agreement, this Agreement, the other Transaction Documents or otherwise with respect to the due and prompt payment of (i) the principal of and premium, if any, and interest on the Note (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, commissions, costs, attorneys’ fees and disbursements, reimbursement obligations, contract causes of action, expenses and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Grantor under or in respect of the Note, the Purchase Agreement and this Agreement; and

(b) all other covenants, duties, debts, obligations and liabilities of any kind of the Grantor under or in respect of the Note, the Purchase Agreement, this Agreement, the other Transaction Documents, any additional note issued under the Purchase Agreement, or any other document made, delivered or given in connection with any of the foregoing, in each case whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (all such obligations, covenants, duties, debts, liabilities, sums and expenses set forth in this Section 3 being herein collectively called the “Secured Obligations”).

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4. Perfection of Security Interest and Further Assurances.

(a) The Grantor shall take all actions required to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the UCC. The Grantor shall promptly take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor.

(b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all assets now owned or hereafter acquired by the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request.

(c) The Grantor hereby further authorizes the Secured Party to file with the United States Patent and Trademark Office and the United States Copyright Office (and any successor office and any similar office in any state of the United States or in any other country) this Agreement and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law.

(d) If the Grantor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, the Grantor shall promptly endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify.

(e) If the Grantor shall at any time hold or acquire a commercial tort claim, the Grantor shall promptly notify the Secured Party in a writing signed by the Grantor of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Secured Party.

(f) If any Collateral is at any time in the possession of a bailee, the Grantor shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral.

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(g) The Grantor agrees that at any time and from time to time, at the expense of the Grantor, the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

5. Representations and Warranties. The Grantor represents and warrants as follows:

(a) That: (i) the Grantor’s exact legal name is that indicated on the signature page hereof, (ii) the Grantor is a corporation and is duly incorporated in the State of Nevada, and (iii) the Grantor’s place of business (or, if more than one, its chief executive office), and its mailing address are identified in Section 9(g) of the Purchase Agreement.

(b) Other than investment securities and capital stock in its subsidiaries, the Grantor holds no capital stock. All Collateral consisting of securities have been duly authorized and validly issued, and are fully paid and non-assessable and subject to no options to purchase or similar rights.

(d) All intellectual property owned by the Grantor is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness of such registrations have been made. The Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to all intellectual property purported to be owned by the Grantor, free and clear of any liens (including without limitation licenses and covenants by such Grantor not to sue third persons). The Grantor has no notice of any suits or actions commenced or threatened in writing with reference to any intellectual property. The operation of the Grantor’s business as currently conducted and the use of its intellectual property in connection therewith do not infringe, misappropriate or otherwise violate the intellectual property rights of any third party. The execution, delivery and performance of this Agreement or any notice of grant of security interest in copyrights, trademarks or patents and the filing of such notice by the Grantor will not violate or cause a default under any intellectual property of the Grantor or any agreement in connection therewith.

(e) None of the Collateral constitutes, or is the proceeds of, (i) farm products, (ii) as-extracted collateral, (iii) manufactured homes, (iv) timber to be cut, or (v) aircraft, aircraft engines, satellites, ships or railroad rolling stock. None of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statutes or rules in respect of such Collateral.

(f) The Grantor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances.

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(g) At the time the Collateral becomes subject to the lien and security interest created by this Agreement, the Grantor will be the sole, direct, legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or right of others.

(h) It has full power, authority and legal right to deliver the Note and pledge the Collateral pursuant to this Agreement.

(i) This Agreement has been duly authorized, executed and delivered by the Grantor and constitutes a legal, valid and binding obligation of the Grantor enforceable against the Grantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).

(j) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the pledge by the Grantor of the Collateral pursuant to this Agreement or for the execution and delivery of this Agreement by the Grantor or the performance by the Grantor of its obligations hereunder other than (a) filings required to perfect liens under the Transaction Documents and (b) approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect.

(k) The execution and delivery of this Agreement by the Grantor and the performance by the Grantor of its obligations hereunder, will not violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Grantor or any of its property, or the organizational or governing documents of the Grantor or any agreement or instrument to which the Grantor is party or by which it or its property is bound.

(l) The Grantor has taken all action required on its part for control (as defined in sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the UCC, as applicable) over all Collateral with respect to which such control may be obtained pursuant to the UCC.

6. Voting, Distributions and Receivables.

(a) The Secured Party agrees that unless an Event of Default shall have occurred and be continuing, the Grantor may, to the extent the Grantor has such right as a holder of the Collateral consisting of securities, other capital stock or indebtedness owed by any obligor, vote and give consents, ratifications and waivers with respect thereto, except to the extent that, in the Secured Party’s reasonable judgment, any such vote, consent, ratification or waiver could detract from the value thereof as Collateral or which could be inconsistent with or result in any violation of any provision of the Purchase Agreement or this Agreement, and from time to time, upon request from the Grantor, the Secured Party shall deliver to the Grantor suitable proxies so that the Grantor may cast such votes, consents, ratifications and waivers.

(b) The Secured Party agrees that the Grantor may, unless an Event of Default shall have occurred and be continuing, receive and retain all cash dividends and other distributions with respect to the Collateral consisting of securities, other capital stock or indebtedness owed by any obligor.

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(c) If any Event of Default shall have occurred and be continuing, the Secured Party may, or at the request and option of the Secured Party the Grantor shall, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Secured Party.

7. Covenants. The Grantor covenants as follows:

(a) The Grantor will not, without providing at least 30 days’ prior written notice to the Secured Party, change its legal name, identity, type of organization, jurisdiction of incorporation, corporate structure, or the location of its chief executive office or its principal place of business. The Grantor will, prior to any change described in the preceding sentence, take all actions reasonably requested by the Secured Party to maintain the perfection and priority of the Secured Party’s security interest in the Collateral.

(b) The Collateral will be kept at the principal places of business of the Grantor and/or its subsidiaries, and the Grantor will not remove the Collateral from such locations without providing at least 30 days’ prior written notice to the Secured Party. The Grantor will, prior to any change described in the preceding sentence, take all actions reasonably required by the Secured Party to maintain the perfection and priority of the Secured Party’s security interest in the Collateral.

(c) The Grantor shall, at its own cost and expense, defend title to the Collateral and the First Priority lien and security interest of the Secured Party therein against the claim of any person claiming against or through the Grantor and shall maintain and preserve such perfected First Priority security interest for so long as this Agreement shall remain in effect. The Grantor hereby agrees that it shall promptly notify the Secured Party upon obtaining information which would require any action in order to perfect or maintain the perfection of the Secured Party’s security interest in the Collateral.

(d) The Grantor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except with the prior written consent of the Secured Party or as otherwise permitted by the Purchase Agreement.

(e) The Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon. The Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located. Secured Party (through any of its officers, employees, or agents) shall have the right, at any reasonable time, from time to time hereafter to otherwise examine the books, records, and assets of, and inspect any of the property, locations or operations of the Grantor from time to time, and to discuss the affairs, finances and books and records of the Grantor with its officers and employees.

(f) The Grantor will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement except as provided in the Purchase Agreement.

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(g) The Grantor will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances.

(h) The Grantor shall carry and maintain in full force and effect, at its own expense and with financially sound and reputable insurance companies, insurance with respect to the Collateral in such amounts, with such deductibles and covering such risks as is customarily carried by companies engaged in the same or similar businesses and owning similar properties in the localities where the Grantor operates. All such insurance shall (i) name the Secured Party as loss payee (to the extent covering risk of loss or damage to tangible property) and as an additional named insured as its interests may appear (to the extent covering any other risk), (ii) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Secured Party of written notice thereof and (iii) be reasonably satisfactory in all other respects to Secured Party.

8. Secured Party Appointed Attorney-in-Fact. The Grantor hereby appoints the Secured Party the Grantor’s attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time during the continuance of an Event of Default in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party reasonably may deem necessary or advisable to accomplish the purposes of this Agreement (but the Secured Party shall not be obligated to and shall have no liability to the Grantor or any third party for failure to do so or take action). This appointment, being coupled with an interest, shall be irrevocable. The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

9. Secured Party May Perform. If the Grantor fails to perform any obligation contained in this Agreement, the Secured Party may itself perform, or cause performance of, such obligation, and the expenses of the Secured Party incurred in connection therewith shall be payable by the Grantor; provided that the Secured Party shall not be required to perform or discharge any obligation of the Grantor.

10. Reasonable Care. The Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable care. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property, it being understood that the Secured Party shall not have any responsibility for (a) ascertaining or taking action with respect to any claims, the nature or sufficiency of any payment or performance by any party under or pursuant to any agreement relating to the Collateral or other matters relative to any Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. Nothing set forth in this Agreement, nor the exercise by the Secured Party of any of the rights and remedies hereunder, shall relieve the Grantor from the performance of any obligation on the Grantor’s part to be performed or observed in respect of any of the Collateral.

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11. Remedies Upon Default.

(a) If any Event of Default shall have occurred and be continuing, the Secured Party, without any other notice to or demand upon the Grantor, may assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Collateral. If notice prior to disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to the Grantor at its notice address as provided in Section 15 hereof ten days prior to the date of such disposition shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is made in a commercially reasonable manner, the Secured Party may sell such Collateral on such terms and to such purchaser(s) as the Secured Party in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property. At any sale of the Collateral, if permitted by applicable law, the Secured Party may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, the Grantor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any rights hereunder. The Grantor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Secured Party or any custodian may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Secured Party nor any custodian shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto. The Grantor agrees that it would not be commercially unreasonable for the Secured Party to dispose of the Collateral or any portion thereof by utilizing internet sites that provide for the auction of assets of the type included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. The Secured Party shall not be obligated to clean-up or otherwise prepare the Collateral for sale.

(b) If any Event of Default shall have occurred and be continuing, all rights of the Grantor to (i) exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 6(a) and (ii) receive the dividends and other distributions which it would otherwise be entitled to receive and retain pursuant to Section 6(b), shall immediately cease, and all such rights shall thereupon become vested in the Secured Party, which shall have the sole right to exercise such voting and other consensual rights and receive and hold such dividends and other distributions as Collateral.

(c) If any Event of Default shall have occurred and be continuing, any cash held by the Secured Party as Collateral and all cash Proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied in whole or in part by the Secured Party to the payment of expenses incurred by the Secured Party in connection with the foregoing or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including reasonable attorneys’ fees, and the balance of such proceeds shall be applied or set off against the Secured Obligations.

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(d) Any surplus of such cash or cash Proceeds held by the Secured Party and remaining after payment in full of all the Secured Obligations shall be paid over to the Grantor or to whomsoever may be lawfully entitled to receive such surplus. The Grantor shall remain liable for any deficiency if such cash and the cash Proceeds of any sale or other realization of the Collateral are insufficient to pay the Secured Obligations and the reasonable fees and other charges of any attorneys employed by the Secured Party to collect such deficiency.

(e) If the Secured Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Grantor agrees that, upon request of the Secured Party, the Grantor will, at its own expense, do or cause to be done all such acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.

12. No Waiver and Cumulative Remedies. The Secured Party shall not by any act (except by a written instrument pursuant to Section 14), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any default or Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

13. SECURITY INTEREST ABSOLUTE. The Grantor hereby waives, to the extent permitted by law, demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Secured Party and liens and security interests hereunder, and all Secured Obligations of the Grantor hereunder, shall be absolute and unconditional irrespective of:

(a) any change in the time, place or manner of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver, amendment or other modification of the Purchase Agreement, this Agreement or any other agreement, including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise;

(b) any taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Secured Obligations;

(c) any manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part of the Secured Obligations;

(d) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations; or

(e) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Grantor against the Secured Party.

14. Amendments. None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by the Grantor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party and the Grantor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for the specific purpose for which made or given.

15. Addresses For Notices. All notices and other communications provided for in this Agreement shall be in writing and shall be given in the manner and become effective as set forth in the Purchase Agreement, and addressed to the respective parties at their addresses as specified in Section 9(g) of the Purchase Agreement or as to either party at such other address as shall be designated by such party in a written notice to each other party.

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16. Continuing Security Interest; Further Actions. This Agreement shall create a continuing First Priority lien and security interest in the Collateral and shall (a) subject to Section 17, remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Grantor, its successors and assigns, and (c) inure to the benefit of the Secured Party and its successors, transferees and assigns; provided that the Grantor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Secured Party.

17. Termination; Release. On the date on which all Secured Obligations have been paid and performed in full, the Secured Party will, at the request and sole expense of the Grantor, (a) duly assign, transfer and deliver to or at the direction of the Grantor (without recourse and without any representation or warranty) such of the Collateral as may then remain in the possession of the Secured Party, together with any monies at the time held by the Secured Party hereunder, and (b) execute and deliver to the Grantor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement.

18. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Miami, Florida, or in the federal courts located in the Southern District of Florida. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

19.JURY TRIAL WAIVER. THE GRANTOR AND THE SECURED PARTY HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHTBY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement and the other Transaction Documents constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto.

** signature page follows **

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IN WITNESS WHEREOF, the parties hereto have executed this Security Agreement as of the date first above written.

CELL SOURCE, INC.,<br><br> <br>as<br> Grantor
By:
Name:	/s/<br> Itamar Shimrat
Title:	President<br> & CEO
QUICK CAPITAL, LLC,<br><br> <br>as<br> Secured Party
By:	/s/<br> Eilon D. Natan
Name:	Eilon<br> D. Natan
Title:	Manager

** Signature Page to Security Agreement **

EXHIBIT10.83

CELLSOURCE, INC.

ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

Original Issue Date: July 7, 2025	Subscription Amount:	$	100,000
Maturity Date: January 7, 2026	Original Issue Discount:	$	25,000
	Original Principal Amount:	$	125,000

FORVALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the order of Darlene Soave Revocable Trust (the “Holder”) the principal sum of One Hundred Twenty-Five Thousand Dollars ($125,000) (the “Principal”) pursuant to the terms of this unsecured Promissory Note (this “Note”). This Note is one of a series of notes dated on or about July 7, 2025 (the “July 2025 Notes”) having similar terms issued by the Company to the Holder, David Zolty Investment ULC, Solomon Zolty Investment ULC, Honey Kamenetsky Investment ULC, Helen Samuels Investment ULC and Phyllis Friedman Investment ULC.

The Maturity Date of this Note shall be January 7, 2026, unless the Holder has given notice to the Company that the Holder elects to accelerate the Maturity Date to the extent explicitly permitted by this Note (the “Maturity Date”). The Maturity Date is the date upon which the Principal, accrued Interest and other amounts shall be due and payable unless prepaid earlier.

All payments under or pursuant to this Note shall be made in United States dollars in immediately available funds to the Holder at the address of the Holder set forth in Section 4.1 below or by wire transfer of funds to the Holder’s account designated in writing by the Holder to the Company.

ARTICLE 1

1.1. Interest. Interest on this Note shall commence accruing on the Original Issue Date at ten percent (10%) per annum (the “Interest”) calculated based on the outstanding Principal amount of this Note, shall be computed on the basis of a 360-day year assuming a 30-day month (i.e. 30/360 basis) and shall be payable by the Company to the Holder in cash on the Maturity Date.

1.2. Payments. The Company shall pay to the Holder the Principal amount hereunder, together with accrued and unpaid Interest on the Maturity Date or, if earlier, upon acceleration, or prepayment of this Note in accordance with its terms, including required preapyments pursuant to Section 1.3 below.

1.3. Prepayment. The Company may prepay any portion of the Principal and accrued Interest at any time without premium or penalty.

1.4. Transfer. This Note may not be transferred or sold, or pledged, hypothecated or otherwise granted as security by the Holder, without the prior written consent of the Company (not to be unreasonably withheld).

1.5. Replacement. Upon receipt of a duly executed Affidavit of Loss and Indemnity Agreement in customary form from the Holder with respect to the loss, theft or destruction of this Note (or any replacement hereof), or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Company shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.

ARTICLE 2

2.1. Events of Default. An “Event of Default” under this Note shall mean the following (unless the Event of Default is waived in writing by the Holder):

(a) Following a five (5) day opportunity to cure, any default in the payment of the Principal, Interest or other sums due under this Note when due (whether on the Maturity Date, asa result of a required prepayment or by acceleration);

(b) Except as otherwise permitted in this Note, the Company shall fail to observe or perform any other material covenant, condition or agreement contained in this Note and shall not cure such failure within thirty (30) days’ written notice thereof;

(c) the Company shall: (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets; (ii) make a general assignment for the benefit of its creditors; (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic); (iv) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally; (v) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic); (vi) issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same; or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing;

(d) a proceeding or case shall be commenced in respect of the Company, without its application or consent, in any court of competent jurisdiction, seeking: (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts; (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets in connection with the liquidation or dissolution of the Company; or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of 60 days or any order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Company or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Company or any of its Subsidiaries and shall continue undismissed, or unstayed and in effect for a period of 60 days;

2.2. Remedies Upon an Event of Default. If any Event of Default occurs, the outstanding principal amount of this Note, plus accrued but unpaid Interest and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash.

ARTICLE 3

3.1. Covenants. The Company shall comply with the following covenants:

(a) Preservation of Existence, Etc. The Company shall maintain and preserve, its existence, rights and privileges, and become or remain, , duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary.

(b) Warrant. Contemporaneous with the issuance of this Note, the Company shall issue to the Holder a ten (10) year warrant (the “Warrant”) to purchase 250,000 shares of the Company’s common stock at a purchase price of $0.75 per share.

(c) Common Stock. Contemporaneous with the issuance of this Note, the Company shall instruct its transfer agent to issue to the Holder 100,000 shares (the “Shares”) of the Company’s common stock in book entry form.

ARTICLE 4

4.1. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section 4.1 prior to 5:00 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section 4.1 on a day that is not a Trading Day or later than 5:00 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (c) the Trading Day following the date of delivery to a carrier , if sent by U.S. nationally recognized overnight courier service next Trading Day delivery, or (d) upon actual receipt by the party to whom such notice is required to be given. The addresses for notice shall be as set forth as follows:

If to the Company:

Cell Source, Inc.

57 West 57^th^ Street, Suite 400

New York, NY 10019

Attention: Itamar Shimrat, Chief Executive Officer

Email:ishimrat@cell-source.com

If to the Holder:

Darlene Soave Revocable Trust

12151 Glacier Bay Drive

Boynton Beach, FL 33473

Email: georgedggroup@gmail.com

4.2. Governing Law. This Note shall be governed by the internal laws of the State of New York, without regard to conflicts of laws principles. The parties hereby submit to the exclusive jurisdiction and venue of the state or federal courts sited in the State of New York with respect to any dispute arising under this Note.

4.3. Securities Law Representation. By its acepance of this Note the Holder acknowledges that (A) this Note, the Warrant and the Shares have been issued by the Company pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “Act”), (B) none of this Note, the Warrant, the Shares nor the shares of common stock issuable upon exercise of the Warrantc may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Company shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to Company) to the effect that such sale or transfer is exempt from the registration requirements of the Act and (C) each certificate representing the Shares and the shares of common stock issuable upon exercise of the Warrant that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend restticting the transfer thereof except in accordance with applicable sate and federal securities laws.

4.4. Headings. Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.

4.5. Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit the Holder’s right to pursue actual damages for any failure by the Company to comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable and material harm to the Holder and that the remedy at law for any such breach would be inadequate. Therefore, the Company agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law or in equity, to seek equitable relief, including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of pleading and proving irreparable harm or lack of an adequate remedy at law and without any bond or other security being required.

4.6. Enforcement Expenses. The Company agrees to pay all costs and expenses of enforcement by the Holder of this Note, including, without limitation, reasonable attorneys’ fees and expenses.

4.7. Binding Effect. The obligations of the Company set forth herein shall be binding upon its successors and assigns, whether or not such successors or assigns are permitted by the terms herein.

4.8. Amendments; Waivers. No provision of this Note may be waived or amended except in a written instrument signed by the Company and the Holder. No waiver of any default with respect to any provision, condition or requirement of this Note shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of the Holder to exercise any right hereunder in any manner impair the exercise of any such right.

4.9. Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

4.10. Company Waivers. Except as otherwise specifically provided herein, the Company and all others that may become liable for all or any part of the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands’ and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of renewals of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons and without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting the liability of the other persons, firms or Company liable for the payment of this Note, and do hereby waive theright to a trial by jury.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by its duly authorized officer as of the date first above indicated.

CELL SOURCE, INC.
By:	/s/ Itamar Shimrat
Name:	Itamar Shimrat
Title:	President

EXHIBIT10.84

CELLSOURCE, INC.

ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

Original<br> Issue Date: July 7, 2025	Subscription<br> Amount: $37,500
Maturity<br> Date: January 7, 2026, subject to mandatory prepayments	Original<br> Issue Discount: $9,375
	Original<br> Principal Amount: $46,875

FORVALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the order of David Zolty Investment ULC (the “Holder”) the principal sum of Forty-Six Thousand Eight Hundred Seventy-Five Dollars ($46,875) (the “Principal”) pursuant to the terms of this unsecured Promissory Note (this “Note”). This Note is one of a series of notes dated July 7, 2025 (the “July 2025 Notes”) having similar terms issued by the Company to the Holder, Solomon Zolty Investment ULC, Honey Kamenetsky Investment ULC, Helen Samuels Investment ULC, Phyllis Friedman Investment LLC and Darlene Soave Revocable Trust.

ARTICLE 1

1.3. Prepayment. The Company may prepay any portion of the Principal and accrued Interest at any time without premium or penalty.

ARTICLE 2

2.1. Events of Default. An “Event of Default” under this Note shall mean the following (unless the Event of Default is waived in writing by the Holder):

ARTICLE 3

3.1. Covenants. The Company shall comply with the following covenants:

(b) Warrant. Contemporaneous with the issuance of this Note, the Company shall issue to the Holder a ten (10) year warrant to purchase 93,750 shares of the Company’s common stock at a purchase price of $0.75 per share.

(c) Common Stock. Contemporaneous with the issuance of this Note, the Company shall instruct its transfer agent to issue to the Holder 37,500 shares (the “Shares”) of the Company’s common stock in book entry form.

ARTICLE 4

If to the Company:

Cell Source, Inc.

57 West 57^th^ Street, Suite 400

New York, NY 10019

Attention: Itamar Shimrat, Chief Executive Officer

Email:ishimrat@cell-source.com

If to the Holder:

David Zolty Investment ULC

45 Sultana Avenue

Toronto, ON M6A1T2 Canada

Email: david@ranee.ca

4.4. Headings. Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.

4.6. Enforcement Expenses. The Company agrees to pay all costs and expenses of enforcement by the Holder of this Note, including, without limitation, reasonable attorneys’ fees and expenses.

4.7. Binding Effect. The obligations of the Company set forth herein shall be binding upon its successors and assigns, whether or not such successors or assigns are permitted by the terms herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by its duly authorized officer as of the date first above indicated.

CELL SOURCE, INC.
By:	/s/ Itamar Shimrat
Name:	Itamar Shimrat
Title:	President

GUARANTY

The DG Group, LLC (the “Guarantor”) hereby guarantees the full and punctual payment when due of all of the obligations of the Company under the Note set forth above. This Guaranty is a guarantee of payment and not of collection, and Guarantor waives any right to require that any action be brought against the Company to require that resort be had at any time to any direct or indirect security for the obligations.

The DG Group, LLC
By:	/s/ George Verstraete
Name:	George Verstraete
Title:	President

EXHIBIT10.85

CELLSOURCE, INC.

ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

Original<br> Issue Date: July 7, 2025	Subscription<br> Amount: $37,500
Maturity<br> Date: January 7, 2026	Original<br> Issue Discount: $9,375
	Original<br> Principal Amount: $46,875

FORVALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the order of Solomon Zolty Investment ULC (the “Holder”) the principal sum of Forty-Six Thousand Eight Hundred Seventy-Five Dollars ($46,875) (the “Principal”) pursuant to the terms of this unsecured Promissory Note (this “Note”). This Note is one of a series of notes dated May 22, 2024 (the “July 2025 Notes”) having similar terms issued by the Company to the Holder, David Zolty Investment ULC, Honey Kamenetsky Investment ULC, Helen Samuels Investment ULC, Phyllis Friedman Investment ULC and Darlene Soave Revocable Trust.

ARTICLE 1

1.3. Prepayment. The Company may prepay any portion of the Principal and accrued Interest at any time without premium or penalty.

ARTICLE 2

2.1. Events of Default. An “Event of Default” under this Note shall mean the following (unless the Event of Default is waived in writing by the Holder):

ARTICLE 3

3.1. Covenants. The Company shall comply with the following covenants:

ARTICLE 4

If to the Company:

Cell Source, Inc.

57 West 57^th^ Street, Suite 400

New York, NY 10019

Attention: Itamar Shimrat, Chief Executive Officer

Email:ishimrat@cell-source.com

If to the Holder:

Solomon Zolty Investment ULC

199 Carmichael Avenue

Toronto, ON M5M2X2 Canada

Email:solzolty@gmail.com

4.4. Headings. Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.

4.6. Enforcement Expenses. The Company agrees to pay all costs and expenses of enforcement by the Holder of this Note, including, without limitation, reasonable attorneys’ fees and expenses.

4.7. Binding Effect. The obligations of the Company set forth herein shall be binding upon its successors and assigns, whether or not such successors or assigns are permitted by the terms herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by its duly authorized officer as of the date first above indicated.

CELL SOURCE, INC.
By:	/s/ Itamar Shimrat
Name:	Itamar Shimrat
Title::	President

GUARANTY

The DG Group, LLC
By:	/s/ George Verstraete
Name:	George Verstraete
Title:	President

EXHIBIT10.86

CELLSOURCE, INC.

ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

Original<br> Issue Date: July 7, 2025	Subscription<br> Amount: $150,000
Maturity<br> Date: January 7, 2026	Original<br> Issue Discount: $37,500
	Original<br> Principal Amount: $187,500

FORVALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the order of Phyllis Friedman Investment ULC (the “Holder”) the principal sum of One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500) (the “Principal”) pursuant to the terms of this unsecured Promissory Note (this “Note”). This Note is one of a series of notes dated on or about July 7, 2025 (the “July 2025 Notes”) having similar terms issued by the Company to the Holder, David Zolty Investment ULC, Solomon Zolty Investment ULC, Honey Kamenetsky Investment ULC, Helen Samuels Investment ULC and Darlene Soave Revocable Trust.

ARTICLE 1

1.3. Prepayment. The Company may prepay any portion of the Principal and accrued Interest at any time without premium or penalty.

ARTICLE 2

2.1. Events of Default. An “Event of Default” under this Note shall mean the following (unless the Event of Default is waived in writing by the Holder):

ARTICLE 3

3.1. Covenants. The Company shall comply with the following covenants:

(b) Warrant. Contemporaneous with the issuance of this Note, the Company shall issue to the Holder a ten (10) year warrant (the “Warrant”) to purchase 375,000 shares of the Company’s common stock at a purchase price of $0.75 per share.

(c) Common Stock. Contemporaneous with the issuance of this Note, the Company shall instruct its transfer agent to issue to the Holder 150,000 shares (the “Shares”) of the Company’s common stock in book entry form.

ARTICLE 4

If to the Company:

Cell Source, Inc.

57 West 57^th^ Street, Suite 400

New York, NY 10019

Attention: Itamar Shimrat, Chief Executive Officer

Email:ishimrat@cell-source.com

If to the Holder:

Phyllis Friedman Investment ULC

342 Brooke Avenue

Toronto, ON M52L3 Canada

Email: ben@pfbi.ca

4.4. Headings. Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.

4.6. Enforcement Expenses. The Company agrees to pay all costs and expenses of enforcement by the Holder of this Note, including, without limitation, reasonable attorneys’ fees and expenses.

4.7. Binding Effect. The obligations of the Company set forth herein shall be binding upon its successors and assigns, whether or not such successors or assigns are permitted by the terms herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by its duly authorized officer as of the date first above indicated.

CELL SOURCE, INC.
By:	/s/ Itamar Shimrat
Name:	Itamar Shimrat
Title::	President

GUARANTY

The DG Group, LLC
By:	/s/ Georger Verdtraete
Name:	George Verstraete
Title:	President

EXHIBIT10.87

CELLSOURCE, INC.

ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

Original<br> Issue Date: July 7, 2025	Subscription<br> Amount:	$37,500
Maturity<br> Date: January 7, 2026	Original<br> Issue Discount:	$9,375
	Original<br> Principal Amount:	$46,875

FORVALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the order of Honey Kamenetsky Investment ULC (the “Holder”) the principal sum of Forty-Six Thousand Eight Hundred Dollars Seventy-Five ($46,875) (the “Principal”) pursuant to the terms of this unsecured Promissory Note (this “Note”). This Note is one of a series of notes dated July 7, 2025 (the “July 2025 Notes”) having similar terms issued by the Company to the Holder, David Zolty Investment ULC, Solomon Zolty Investment ULC, Helen Samuels Investment ULC, Phyllis Friedman Investment ULC and Darlene Soave Revocable Trust.

ARTICLE 1

1.3. Prepayment. The Company may prepay any portion of the Principal and accrued Interest at any time without premium or penalty.

ARTICLE 2

2.1. Events of Default. An “Event of Default” under this Note shall mean the following (unless the Event of Default is waived in writing by the Holder):

ARTICLE 3

3.1. Covenants. The Company shall comply with the following covenants:

ARTICLE 4

If to the Company:

Cell Source, Inc.

57 West 57^th^ Street, Suite 400

New York, NY 10019

Attention: Itamar Shimrat, Chief Executive Officer

Email:ishimrat@cell-source.com

If to the Holder:

Honey Kamemetsky Investment ULC

460 Coldstream Avenue

Toronto, ON M5N1Y5 Canada

Email: ckamenetsky@gmail.com

4.4. Headings. Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.

4.6. Enforcement Expenses. The Company agrees to pay all costs and expenses of enforcement by the Holder of this Note, including, without limitation, reasonable attorneys’ fees and expenses.

4.7. Binding Effect. The obligations of the Company set forth herein shall be binding upon its successors and assigns, whether or not such successors or assigns are permitted by the terms herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by its duly authorized officer as of the date first above indicated.

CELL<br> SOURCE, INC.
By:	/s/ Itamar Shimrat
Name:	Itamar<br> Shimrat
Title:	President

GUARANTY

The<br> DG Group, LLC
By:	/s/ George Verstraete
Name:	George<br> Verstraete
Title:	President

EXHIBIT10.88

CELLSOURCE, INC.

ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

Original Issue Date: July 7, 2025	Subscription Amount:	$	37,500
Maturity Date: January 7, 2026	Original Issue Discount:	$	9,375
	Original Principal Amount:	$	46,875

FORVALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the order of Helen Samuel Investment ULC (the “Holder”) the principal sum of Forty-Six Thousand Eight Hundred Seventy-Five Dollars ($46,875) (the “Principal”) pursuant to the terms of this unsecured Promissory Note (this “Note”). This Note is one of a series of notes dated July 7, 2025 (the “July 2025 Notes”) having similar terms issued by the Company to the Holder, David Zolty Investment ULC, Solomon Zolty Investment ULC, Honey Kamenetsky Investment ULC, Phyllis Friedman Investment ULC and Darlene Soave Revocable Trust

ARTICLE 1

1.3. Prepayment. The Company may prepay any portion of the Principal and accrued Interest at any time without premium or penalty.

ARTICLE 2

2.1. Events of Default. An “Event of Default” under this Note shall mean the following (unless the Event of Default is waived in writing by the Holder):

ARTICLE 3

3.1. Covenants. The Company shall comply with the following covenants:

ARTICLE 4

If to the Company:

Cell Source, Inc.

57 West 57^th^ Street, Suite 400

New York, NY 10019

Attention: Itamar Shimrat, Chief Executive Officer

Email:ishimrat@cell-source.com

If to the Holder:

Helen Samuel Investment ULC

149 Dunblaine Avenue

Toronto, ON M5M2S4 Canada

Email: chayasamuel@yahoo.com

4.4. Headings. Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.

4.6. Enforcement Expenses. The Company agrees to pay all costs and expenses of enforcement by the Holder of this Note, including, without limitation, reasonable attorneys’ fees and expenses.

4.7. Binding Effect. The obligations of the Company set forth herein shall be binding upon its successors and assigns, whether or not such successors or assigns are permitted by the terms herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by its duly authorized officer as of the date first above indicated.

CELL SOURCE, INC.
By:	/s/ Itamar Shimrat
Name:	Itamar Shimrat
Title:	President

GUARANTY

The DG Group, LLC
By:	/s/ George Verstraete
Name:	George Verstraete
Title:	President

EXHIBIT10.90

WARRANT

NO. ________	____<br> Shares

WARRANTTO PURCHASE COMMON STOCK

VOIDAFTER 5:30 P.M., EASTERN

TIME,ON THE EXPIRATION DATE

THESECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIESCOMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIESACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTAND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGEDIN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

FOR VALUE RECEIVED, Cell Source, Inc. a Nevada corporation (the “Company”), hereby agrees to sell upon the terms and on the conditions hereinafter set forth, but no later than 5:30 p.m., Eastern Time, on the Expiration Date (as hereinafter defined) to Phyllis Friedman Investment ULC or registered assigns (the “Holder”), under the terms as hereinafter set forth, ______(_______) fully paid and non-assessable shares of the Company’s common stock (the “Common Stock”), par value $0.001 per share (the “Warrant Stock”), at a purchase price of $0.75 per share (the “Warrant Price”), pursuant to this warrant (this “Warrant”). The number of shares of Warrant Stock to be so issued and the Warrant Price are subject to adjustment in certain events as hereinafter set forth. The term “Common Stock” shall mean, when used herein, unless the context otherwise requires, the stock and other securities and property at the time receivable upon the exercise of this Warrant.

| 1 |

| --- |

1. Exercise of Warrant and Redemption of Warrant.

a. The Holder may exercise this Warrant according to its terms by surrendering this Warrant to the Company at the address set forth in Section 10, the Notice of Exercise attached hereto having then been duly executed by the Holder, accompanied by cash, certified check or bank draft in payment of the purchase price, in lawful money of the United States of America, for the number of shares of the Warrant Stock specified in the Notice of Exercise, or as otherwise provided in this Warrant, prior to 5:30 p.m., Eastern Time, on July 7, 2035 (the “ Expiration Date ”).

This Warrant may be exercised in whole or in part so long as any exercise in part hereof would not involve the issuance of fractional shares of Warrant Stock. If exercised in part, the Company shall deliver to the Holder a new Warrant, identical in form, in the name of the Holder, evidencing the right to purchase the number of shares of Warrant Stock as to which this Warrant has not been exercised, which new Warrant shall be signed by the Chairman, Chief Executive Officer or President and the Secretary or Assistant Secretary of the Company. The term Warrant as used herein shall include any subsequent Warrant issued as provided herein.

b. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. The Company shall pay cash in lieu of fractions with respect to the Warrants based upon the fair market value of such fractional shares of Common Stock (which shall be the closing price of such shares on the exchange or market on which the Common Stock is then traded) at the time of exercise of this Warrant.

c. In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Stock so purchased, registered in the name of the Holder, shall be delivered to the Holder within three (3) trading days after such rights shall have been so exercised (the “Warrant Stock Delivery Date”). The person or entity in whose name any certificate for the Warrant Stock is issued upon exercise of the rights represented by this Warrant shall for all purposes be deemed to have become the holder of record of such shares immediately prior to the close of business on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the opening of business on the next succeeding date on which the stock transfer books are open. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant.

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d. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or the certificates representing the Warrant Stock pursuant to an exercise on or prior to the Warrant Stock Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Holder anticipated receiving upon such exercise (a “ Buy-In ”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of shares of Warrant Stock that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

e. Redemption of Warrant

(i) General. Prior to the Expiration Date, the Company shall have the option, subject to the conditions set forth herein, to redeem all of the Warrants then outstanding upon not less than thirty (30) days nor more than sixty (60) days prior written notice to the Warrant Holders at any time provided that, at the time of delivery of such notice (i) there is an effective registration statement covering the resale of the Warrant Shares, and (ii) the average trading price of the Company’s Common Stock , or shares into which the Common Stock have been exchanged, for each of the twenty (20) consecutive trading days prior to the date of the notice of redemption is at least $2.50, as proportionately adjusted to reflect any stock splits, stock dividends, combination of shares or like events, with an average daily trading volume during such period of 100,000 shares.

(ii) Notice. Notice of redemption will be effective upon mailing in accordance with this Section and such date may be referred to below as the “Notice Date**.**” Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30 days prior to the date fixed for redemption to the Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder received such notice.

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(iii) Redemption Date and Redemption Price. The notice of redemption shall state the date set for redemption, which date shall be not less than thirty (30) days, or more than sixty (60) days, from the Notice Date (the “Redemption Date”). The Company shall not mail the notice of redemption unless all funds necessary to pay for redemption of the Warrants to be redeemed shall have first been set aside by the Company for the benefit of the Warrant Holders so as to be and continue to be available therefor. The redemption price to be paid to the Warrant Holders will be $0.01 for each share of Common Stock of the Company to which the Warrant Holder would then be entitled upon exercise of the Warrant being redeemed, as adjusted from time to time as provided herein (the “Redemption Price”).

(iv) Exercise. Following the Notice Date, the Warrant Holders may exercise their Warrants in accordance with Section 1 of this Warrant between the Notice Date and 5:00 p.m. Eastern Time on the Redemption Date and such exercise shall be timely if the form of election to purchase duly executed and the Warrant Exercise Price for the shares of Common Stock to be purchased are actually received by the Company at its principal offices prior to 5:00 p.m. Eastern Time on the Redemption Date.

(v) Mailing. If any Warrant Holder does not wish to exercise any Warrant being redeemed, he should mail such Warrant to the Company at its principal offices after receiving the notice of redemption. On and after 5:00 p.m. Eastern Time on the Redemption Date, notwithstanding that any Warrant subject to redemption shall not have been surrendered for redemption, the obligation evidenced by all Warrants not surrendered for redemption or effectively exercised shall be deemed no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the right of the holder of each Warrant subject to redemption to receive the Redemption Price for each share of Common Stock to which he would be entitled if he exercised the Warrant upon receiving notice of redemption of the Warrant subject to redemption held by him.

2. Disposition of Warrant Stock and Warrant.

a. The Holder hereby acknowledges that this Warrant and any Warrant Stock purchased pursuant hereto are, as of the date hereof, not registered: (i) under the Securities Act of 1933, as amended (the “Securities Act”), on the ground that the issuance of this Warrant is exempt from registration under Section 4(2) of the Securities Act as not involving any public offering or (ii) under any applicable state securities law because the issuance of this Warrant does not involve any public offering; and that the Company’s reliance on the Section 4(2) exemption of the Act, as the case may be, and under applicable state securities laws is predicated in part on the representations hereby made to the Company by the Holder that it is acquiring this Warrant and will acquire the Warrant Stock for investment for its own account, with no present intention of dividing its participation with others or reselling or otherwise distributing the same, subject, nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control.

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The Holder hereby agrees that it will not sell or transfer all or any part of this Warrant and/or Warrant Stock unless and until it shall first have given notice to the Company describing such sale or transfer and furnished to the Company either (i) an opinion, reasonably satisfactory to counsel for the Company, of counsel (skilled in securities matters, selected by the Holder) to the effect that the proposed sale or transfer may be made without registration under the Act and without registration or qualification under any state law, or (ii) an interpretative letter from the Securities and Exchange Commission to the effect that no enforcement action will be recommended if the proposed sale or transfer is made without registration under the Act.

b. If, at the time of issuance of the shares issuable upon exercise of this Warrant, no registration statement is in effect with respect to such shares under applicable provisions of the Act, the Company may at its election require that the Holder provide the Company with written reconfirmation of the Holder’s investment intent and that any stock certificate delivered to the Holder of a surrendered Warrant shall bear legends reading substantially as follows:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.”

In addition, so long as the foregoing legend may remain on any stock certificate delivered to the Holder, the Company may maintain appropriate “stop transfer” orders with respect to such certificates and the shares represented thereby on its books and records and with those to whom it may delegate registrar and transfer functions.

3. Reservation of Shares. The Company hereby agrees that at all times there shall be reserved for issuance upon the exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance upon exercise of this Warrant. The Company further agrees that all shares which may be issued upon the exercise of the rights represented by this Warrant will be duly authorized and will, upon issuance and against payment of the exercise price, be validly issued, fully paid and non-assessable, free from all taxes, liens, charges and preemptive rights with respect to the issuance thereof, other than taxes, if any, in respect of any transfer occurring contemporaneously with such issuance and other than transfer restrictions imposed by federal and state securities laws.

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4. Exchange, Transfer or Assignment of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.

5. Capital Adjustments. This Warrant is subject to the following further provisions:

a. Subdivision or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, the number of shares of Warrant Stock purchasable upon exercise of this Warrant and the Warrant Price shall be proportionately adjusted.

b. Stock Dividends and Distributions. If the Company at any time while this Warrant is outstanding and unexpired shall issue or pay the holders of its Common Stock, or take a record of the holders of its Common Stock for the purpose of entitling them to receive, a dividend payable in, or other distribution of, Common Stock, then (i) the Warrant Price shall be adjusted in accordance with Section 5(f) and (ii) the number of shares of Warrant Stock purchasable upon exercise of this Warrant shall be adjusted to the number of shares of Common Stock that the Holder would have owned immediately following such action had this Warrant been exercised immediately prior thereto.

c. Stock and Rights Offering to Shareholders. If the Company shall at any time after the date of issuance of this Warrant distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings or current year’s or prior year’s earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in the immediately preceding paragraph) (any of the foregoing being hereinafter in this paragraph called the “Securities”), then in each such case, the Company shall reserve shares or other units of such Securities for distribution to the Holder upon exercise of this Warrant so that, in addition to the shares of the Common Stock to which such Holder is entitled, such Holder will receive upon such exercise the amount and kind of such Securities which such Holder would have received if the Holder had, immediately prior to the record date for the distribution of the Securities, exercised this Warrant.

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d. Warrant Price Adjustment. Except as otherwise provided herein, whenever the number of shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be adjusted to that price determined by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter.

e. Certain Shares Excluded. The number of shares of Common Stock outstanding at any given time for purposes of the adjustments set forth in this Section 5 shall exclude any shares then directly or indirectly held in the treasury of the Company.

f. Deferral and Cumulation of De Minimis Adjustments. The Company shall not be required to make any adjustment pursuant to this Section 5 if the amount of such adjustment would be less than one percent (1%) of the Warrant Price in effect immediately before the event that would otherwise have given rise to such adjustment. In such case, however, any adjustment that would otherwise have been required to be made shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to not less than one (1%) percent of the Warrant Price in effect immediately before the event giving rise to such next subsequent adjustment.

g. Duration of Adjustment. Following each computation or readjustment as provided in this Section 5, the new adjusted Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant shall remain in effect until a further computation or readjustment thereof is required.

6. Limitation on Exercises.

a. Notwithstanding anything to the contrary set forth in this Warrant, at no time may all or a portion of the Warrant be exercised if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time; provided , however , that upon the Holder providing the Corporation with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 6 (a) with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 6 (a) will be of no force or effect with regard to all or a portion of this Warrant referenced in the 4.99% Waiver Notice.

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b. Notwithstanding anything to the contrary set forth in this Warrant, at no time may all or a portion of this Warrant be exercised if the number of shares of Common Stock to be issued pursuant to such exercise, when aggregated with all other shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time (the “ 9.99% Beneficial Ownership Limitation ” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “ Maximum Percentage “).

c. By written notice to the Company, the Holder may from time to time decrease the Maximum Percentage to any other percentage specified in such notice

d. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) business day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

7. Notice to Holders.

a. Notice of Record Date. In case:

(i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend payable out of earned surplus of the Company) or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right;

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(ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation with or merger of the Company into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or

(iii) of any voluntary dissolution, liquidation or winding-up of the Company;

then, and in each such case, the Company will mail or cause to be mailed to the Holder hereof at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as of which the holders of record of Common Stock (or such stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution or winding-up. Such notice shall be mailed at least thirty (30) days prior to the record date therein specified, or if no record date shall have been specified therein, at least thirty (30) days prior to such specified date, provided, however, failure to provide any such notice shall not affect the validity of such transaction.

b. Certificate of Adjustment. Whenever any adjustment shall be made pursuant to Section 5 hereof, the Company shall promptly make a certificate signed by its Chairman, Chief Executive Officer, President, Vice President, Chief Financial Officer or Treasurer, setting forth in reasonable detail the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated and the Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant after giving effect to such adjustment, and shall promptly cause copies of such certificates to be mailed (by first class mail, postage prepaid) to the Holder of this Warrant.

8. Loss, Theft, Destruction or Mutilation. Upon receipt by the Company of evidence satisfactory to it, in the exercise of its reasonable discretion, of the ownership and the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company and, in the case of mutilation, upon surrender and cancellation thereof, the Company will execute and deliver in lieu thereof, without expense to the Holder, a new Warrant of like tenor dated the date hereof.

9. Warrant Holder Not a Stockholder. The Holder of this Warrant, as such, shall not be entitled by reason of this Warrant to any rights whatsoever as a stockholder of the Company.

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10. Notices. Any notice required or contemplated by this Warrant shall be deemed to have been duly given if transmitted by registered or certified mail, return receipt requested, or nationally recognized overnight delivery service**,** to the Company at its principal executive offices, Attn: Chief Executive Officer, or to the Holder at the name and address set forth in the Warrant Register maintained by the Company.

11. Choice of Law. THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

12. Jurisdiction and Venue. The Company and Holder hereby agree that any dispute which may arise between them arising out of or in connection with this Warrant shall be adjudicated before a court located in New York County, New York and they hereby submit to the exclusive jurisdiction of the federal and state courts of the State of York located in New York County with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Warrant or any acts or omissions relating to the sale of the securities hereunder, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care of the address set forth herein or such other address as either party shall furnish in writing to the other.

13. Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent signed by both (a) the Company and (b) holders of Warrants representing a majority of the Warrant Stock then outstanding and not exercised

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its behalf, in its corporate name and by its duly authorized officers, as of this 20th day of August, 2024.

By:
Name:	Itamar<br> Shimrat
Title:	CEO

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NOTICEOF EXERCISE

TO:

Tel: (___) ___-____

Fax: (___) ___-____

(1) The undersigned hereby elects to purchase ______________ shares of Warrant Stock of the Company pursuant to the terms of the attached Warrant to Purchase Common Stock, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall be in the form of lawful money of the United States.

Please issue a certificate or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other name as is specified below:

The shares of Warrant Stock shall be delivered to the following DWAC Account Number, if permitted, or by physical delivery of a certificate to:

(3) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:_________________

Signature of Authorized Signatory of Investing Entity: ___________________________

Name and Title of Authorized Signatory: _________________________

Date:

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ASSIGNMENTFORM

(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, all of or _________ shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

________________________________whose address is

_____________________________________________

Dated: _________, _____

Holder’s Name: ____________

Holder’s Signature: _________________

Name and Title of Signatory:__________

Holder’s Address:

Signature Guaranteed:

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

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Exhibit10.91

SECURITIESPURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 2025, between Cell Source, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 3(a)(9) and Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLEI.

DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Notes (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1:

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.7.

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing Dates” means the Trading Days on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto in connection with a Closing, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount as to such Closing and (ii) the Company’s obligations to deliver the Securities as to such Closing, in each case, have been satisfied or waived.

“Closing(s)” means the one or more closings of the purchase and sale of the Securities pursuant to Section 2.1.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

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“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion Price” shall have the meaning ascribed to such term in the Notes.

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of the Notes.

“Disclosure Schedules” shall have the meaning ascribed to such term in Section 3.1.

“Evaluation Date” shall have the meaning ascribed to such term in Section 3.1(r).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

“GAAP” shall have the meaning ascribed to such term in Section 3.1(h).

“Intellectual Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).

“Legend Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).

“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

“Material Permits” shall have the meaning ascribed to such term in Section 3.1(m).

“Maximum Rate” shall have the meaning ascribed to such term in Section 5.17.

“Notes” shall mean all of the Notes issued or issuable pursuant to this Agreement, in the form of Exhibit A hereto.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Purchaser Party” shall have the meaning ascribed to such term in Section 4.10.

“Required Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

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“Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any Conversion Shares issuable upon conversion in full of all of the Notes and any Warrant Shares issuable upon exercise in full of all of the Warrants, ignoring any conversion limits set forth therein.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Securities Filings” shall have the meaning ascribed to such term in Section 3.1(h).

“Securities” means the Notes, the Conversion Shares, the Warrants, and the Warrant Shares.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

“Subscription Amount” shall mean, as to each Purchaser, the aggregate amount to be paid for the Notes and Warrants purchased hereunder as specified below such Purchaser’s name as set forth on the signature page hereto executed by such Purchaser under the heading “Subscription Amount,” in United States dollars and in immediately available funds.

“Subsidiary” means any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means any of the following markets or exchanges on which the Common Stock (or any other common stock of any other Person that references the Trading Market for its common stock) is listed or quoted for trading on the date in question: The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York Stock Exchange, NYSE Arca, the NYSE MKT, or the OTCQX Marketplace, the OTCQB Marketplace, the OTCID Marketplace, the OTC Pink Limited Marketplace or any other tier operated by OTC Markets Group Inc. (or any successor to any of the foregoing).

“Transaction Documents” means this Agreement, the Notes, the Warrants, the Transfer Agent Instruction Letter, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

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“Transfer Agent” means Globex Transfer LLC, the current transfer agent of the Company, with a mailing address of 780 Deltona Boulevard, Suite 202, Deltona, FL 32725, and any successor transfer agent of the Company.

“Transfer Agent Instruction Letter” means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue shares of Common Stock upon conversion of the Notes and the exercise of the Warrants, in the form of Exhibit B attached hereto.

“Warrants” shall mean all of the Warrants issued or issuable pursuant to this Agreement, in the form of Exhibit C hereto.

“Warrant Shares” means, collectively, the shares of Common Stock issuable upon exercise of the Warrants.

ARTICLEII.

PURCHASEAND SALE

2.1 Closing. Each Purchaser will purchase an aggregate of $500,000in Subscription Amount of Notes in one (1) tranche (“Tranche”). At Closing, each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount (as set forth on the signature page hereto executed by such Purchaser), and the Company shall deliver to each Purchaser its respective Notes and Warrants (as set forth on the signature page hereto executed by such Purchaser), and the Company and each Purchaser shall deliver the other items set forth in Section 2.3 deliverable at the respective Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4 for each Closing, each Closing shall occur at the offices of the Purchaser’s counsel or such other location as the parties shall mutually agree.

2.2 Deliveries.

(a) On or prior to each Closing Date (or as otherwise indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) At the first Closing, this Agreement duly executed by the Company;

(ii) At the first Closing, the Transfer Agent Instruction Letter, duly executed by the Company and the Transfer Agent;

(iii) an executed Note in the amount for such Closing as set forth on the signature page hereto executed by such Purchaser; and

(iv) an executed Warrant in the amount for such Closing as set forth on the signature page hereto executed by such Purchaser.

(b) On or prior to each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:

(i) At the first Closing, this Agreement duly executed by such Purchaser; and

(ii) such Purchaser’s Subscription Amount for such Closing by wire transfer to the account specified in writing by the Company.

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2.3 Closing Conditions.

(a) The obligations of the Company hereunder in connection with each Closing are subject to the following conditions being met:

(i) the accuracy in all material respects on the applicable Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);

(ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed; and

(iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b) The respective obligations of the Purchasers hereunder in connection with each Closing are subject to the following conditions being met:

(i) the accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);

(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed;

(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

(v) from the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the applicable Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the applicable Closing.

ARTICLEIII.

REPRESENTATIONSAND WARRANTIES

3.1 Representations and Warranties of the Company. Except as set forth in the Securities Filings or in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:

(a) Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

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(b) Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d) No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

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(e) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Conversion Shares and the Warrant Shares for trading thereon in the time and manner required thereby, and (ii) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

(f) Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Conversion Shares and the Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Conversion Shares and the Warrant Share at least equal to 300% of the Required Minimum on the date hereof.

(g) Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

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(h) Securities Filings; Financial Statements. Except as set forth on Schedule 3.1(h), the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Securities Filings”) on a timely basis or has received a valid extension of such time of filing and has filed any such Securities Filings prior to the expiration of any such extension. As of their respective dates, the Securities Filings complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the Securities Filings, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. .

(i) Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Securities Filings, except as specifically disclosed in a subsequent Securities Filing filed prior to the date hereof or as set forth on Schedule 3.1(i): (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option and restricted stock plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

(j) Litigation. Except as may be disclosed in the Securities Filings, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

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(k) Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l) Compliance. Except as set forth in the Securities Filings, neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority, or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

(m) Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the Securities Filings, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

(n) Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as may be disclosed in the Securities Filings, (ii) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, and (iii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

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(o) Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the Securities Filings as necessary or required for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the Securities Filings, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(p) Insurance. Except as set forth on Schedule 3.1(p), the Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(q) Transactions With Affiliates and Employees. Except as set forth in the Securities Filings, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company, and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

(r) Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of each Closing Date. Except as disclosed in the Securities Filings, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

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(s) Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(t) Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

(u) No “Bad Actor” Disqualification. The Company has exercised reasonable care to determine whether any Company Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Securities Act (“Disqualification Events”). To the Company’s knowledge, no Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent required, with any disclosure obligations under Rule 506(e) under the Securities Act. For purposes of this Agreement, “Company Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act; provided, however, that Company Covered Persons do not include (a) any Purchaser, or (b) any person or entity that is deemed to be an affiliated issuer of the Company solely as a result of the relationship between the Company and any Purchaser.

(v) Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

(w) Registration Rights. Except as may be disclosed in the Securities Filings, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

(z) No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

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(aa) Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, whether or not shown or determined to be due on such returns, reports and declarations, and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(bb) No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

(cc) Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor any agent or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.

(dd) Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(ee) Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

(ff) U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

(gg) Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

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(hh) Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

3.2 Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of each Closing Date to the Company as follows (unless as of a specific date therein):

(a) Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

(c) Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it converts any Notes or exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

(d) Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

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(e) General Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(f) No “Bad Actor” Disqualification. Such Purchaser represents and warrants that neither (A) the Purchaser nor (B) any entity that controls the Purchaser or is under the control of, or under common control with, the Holder, is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed in writing in reasonable detail to the Company. The Purchaser represents that the Purchaser has exercised reasonable care to determine the accuracy of the representation made by the Purchaser in this paragraph, and agrees to notify the Company if the Purchaser becomes aware of any fact that makes the representation given by the Purchaser hereunder inaccurate.

The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.

ARTICLEIV.

OTHERAGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

(a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement.

(b) The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form:

[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] [NOR THE SECURITIES FOR WHICH THIS SECURITY MAY BE EXERCISED] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [CONVERSION/EXERCISE] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

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The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if the Securities are registered under a registration statement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.

(c) Certificates evidencing the Conversion Shares and the Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Conversion Shares or Warrant Shares pursuant to Rule 144, (iii) if such Conversion Shares or Warrant Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Conversion Shares or Warrant Shares and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the events described in clauses (i)-(iv) in the immediately preceding sentence if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or Warrants exercised at a time when there is an effective registration statement to cover the resale of the Conversion Shares or Warrant Shares, or if such Conversion Shares or Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if the Conversion Shares or Warrant Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Conversion Shares or Warrant Shares and without volume or manner-of-sale restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Conversion Shares or Warrant Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Conversion Shares or Warrant Shares, as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Certificates for Conversion Shares or Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

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4.2 Leak-Out and Market Stand-off.

(a)	The<br> number of shares of Common Stock that a Purchaser may sell in the public market on any single<br> trading day shall not exceed the greater of (i) shares having an aggregate trading price<br> of fifty thousand dollars ($50,000) or (ii) ten percent (10%) of the trading volume of the<br> Common Stock on the Trading Market which is the principal trading market for the Common Stock<br> on such trading day. The restriction set forth in this Section 4.2(a) shall not apply to<br> a Purchaser at any time during which an Event of Default (as defined in the Notes) exists<br> under the Note held by the Purchaser.
(b)	A<br> Purchaser may transfer shares of Common Stock in private transactions provided that (i) the<br> Company receives a signed agreement from each donee, trustee, distributee, or transferee,<br> as the case may be, prior to such transfer, agreeing to be bound by the provisions of this<br> Section 4.2 and the transfer is (i) as a distribution to partners, members or stockholders<br> of the Purchaser upon the liquidation and dissolution of the Purchaser, (iii) by bona fide<br> gift to a member of the Purchaser’s immediate family or to a trust, the beneficiary<br> of which is the Purchaser or a member of Purchaser’s immediate family for estate planning<br> purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant<br> to a qualified domestic relations order or (vi) by private sale.
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(c)	The<br> Company and its transfer agent on its behalf are hereby authorized (a) to decline to register<br> any transfer of shares of Company if such transfer would constitute a violation or breach<br> of this Agreement and (b) to imprint on any certificate representing the shares of Common<br> Stock a legend describing the restrictions contained herein. Each Purchaser hereby authorizes<br> the Company and its transfer agent to place stop-transfer restrictions on the stock register<br> and other records relating to the shares of Company Common Stock to which this Section 4.2<br> applies
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4.3 Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Conversion Shares and the Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

4.4 Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

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4.5 Conversion and Exercise Procedures. The form of Notice of Conversion included in the Notes and the form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the Purchasers in order to convert the Notes or exercise the Warrants. Without limiting the preceding sentences, no ink-original Notice of Conversion or Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form or Notice of Exercise form be required in order to convert the Notes or exercise the Warrants. No additional legal opinion, other information or instructions shall be required of the Purchasers to convert their Notes or exercise their Warrants. The Company shall honor conversions of the Notes and exercises of the Warrants and shall deliver Conversion Shares or Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

4.7 Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

4.8 Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

4.9 Use of Proceeds. The Company shall use the proceeds from this offering to support the Uplist Offering (as defined in the Notes) and for general corporate purposes.

4.10 Indemnification of Purchasers. Subject to the provisions of this Section 4.10, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.10 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

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4.11 Reservation and Listing of Securities.

(a) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as equals 200% of the Required Minimum.

(b) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 200% of (i) the Required Minimum on such date, minus (ii) the number of shares of Common Stock previously issued pursuant to the Transaction Documents, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time (minus the number of shares of Common Stock previously issued pursuant to the Transaction Documents), as soon as possible and in any event not later than the 90^th^ day after such date, provided that the Company will not be required at any time to authorize a number of shares of Common Stock greater than the maximum remaining number of shares of Common Stock that could possibly be issued after such time pursuant to the Transaction Documents.

(c) The Company shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to the Purchasers evidence of such listing or quotation, and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Market or another Trading Market.

4.12 Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all of the parties to this Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

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4.14 Standstill. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of each Purchaser, it will not, for a period commencing on the date of this Agreement and ending on the date the Company completes an offering (an Offering”) of equity securities registered under the Securities Act having gross proceeds of at least Ten Million Dollars ($10,000,000) (the “Restricted Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii )or (iii)) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise; provided, however, that so long none of such equity securities shall be saleable in the public market until the expiration of the Restricted Period, the following matters shall not be prohibited: (i) the adoption of an equity incentive plan and the grant of awards pursuant to any equity incentive plan, and the filing of a registration statement on Form S-8 relating to such a plan, (ii) the issuance of equity securities in connection with an acquisition or a strategic relationship, which may include the sale of equity securities, (iii) the issuance of equity securities upon the exercise or conversion of options, warrants or other convertible securities outstanding on the date of this Agreement and (iv) the sale of up to $2,000,000 of securities to fund the Company’s working capital requirements during the period between the date of this Agreement until the closing of the Offering; provided, however, if the Company proposes to sell any securities pursuant to this clause (iv), the Purchasers shall collectively have the right to acquire up to twenty-five percent (25%) of such securities.

4.15 Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will (i) execute any Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to a press release or (ii) from the date hereof until the later of (a) the three month anniversary of the date hereof and (b) the date that the Notes are no longer outstanding, execute any Short Sales of the Common Stock (provided that this provision shall not prohibit any sales made where a corresponding Notice of Conversion or Notice of Exercise is tendered to the Company and the shares received upon such conversion or exercise are used to close out such sale) (a “Prohibited Short Sale”). Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to a press release, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to a press release, (ii) except for a Prohibited Short Sale and as provided in Section 4.2, no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to a press release as described above, and (iii) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries after the issuance of a press release as described above. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

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ARTICLEV.

MISCELLANEOUS

5.1 Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the first Closing has not been consummated on or before December 31, 2025; provided, however, that such termination will not affect the right of any party to sue for any breach by any other party (or parties).

5.2 Fees and Expenses. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any conversion notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via email or facsimile at the email or facsimile number set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via email or facsimile at the email or facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2^nd^) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

5.5 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchasers holding at least 67% in interest of the Securities then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

5.6 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

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5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.10 and this Section 5.8.

5.9 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting New York County, State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting n New York County, State of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.10, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

5.10 Survival. The representations and warranties contained herein shall survive each Closing and the delivery of the Securities.

5.11 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

5.12 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

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5.13 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of a conversion of the Notes or exercise of the Warrants, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded conversion notice or exercise notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Notes or Warrants.

5.14 Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.16 Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

5.17 Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Purchaser in order to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election.

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5.18 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers.

5.19 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.20 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.21 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(SignaturePages Follow)

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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

CELL<br> SOURCE, INC.		Address<br> for Notice:
		57<br> West 57^th^ Street, Suite 400
		New<br> York, New York 10019
		ishimrat@cell-source.com
By:
Name:	Itamar<br> Shimrat
Title:	Chief<br> Executive Officer
With a copy to (which shall not constitute notice):
		Giordano,<br> Halleran & Ciesla, P.C.
		125<br> Half Mile Road
		Suite<br> 300
		Red<br> Bank, NJ 07701
		Attn:<br> Philip D. Forlenza, Esq.
		PForlenza@ghclaw.com

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: _______

Signature of Authorized Signatory of Purchaser: ____________________

Name of Authorized Signatory:

Title of Authorized Signatory:

Email Address of Authorized Signatory: ____________________________________

Facsimile Number of Authorized Signatory: _________________________________

Address for Notice to Purchaser:

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Subscription Amount: $500,000

$625,000 Aggregate Principal Amount of Notes (20.0% OID)

Warrants for 625,000 Common Shares @ $0.40 per share.

[Exhibits]

Exhibit10.92

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Dated as of: December 17, 2025	Purchase Price: $500,000
Maturity Date: Earlier of June 9, 2026 or Uplist	Original Issue Discount: $125,000
Interest Rate: 10.0%	Original Principal Amount: $625,000

20.0%OID CONVERTIBLE PROMISSORY NOTE

THIS 20.0% OID CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 20.0% OID Convertible Promissory Notes of Cell Source, Inc., a Nevada corporation (the “Company”), having its principal place of business at 57 West 57^th^ Street, Suite 400, New York, New York 10019, designated as its 20.0% OID Convertible Promissory Notes (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

FOR VALUE RECEIVED, the Company hereby promises to pay to the order of _________ or its registered assigns or successors-in-interest (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal amount set forth above on the earlier of June 9 2026 or the completion of an Uplist Offering (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof.

This Note is being issued pursuant to that Securities Purchase Agreement dated December 9, 2025 between the Company and the Holder (defined below) (the “Purchase Agreement”).

This Note is subject to the following additional provisions:

1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:

“Alternate Consideration” shall have the meaning set forth in Section 5(e).

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“Bankruptcy Event” means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (g) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Beneficial Ownership Limitation” shall have the meaning set forth in Section 4(d).

“Buy-In” shall have the meaning set forth in Section 4(c)(v).

“Change of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

“Conversion” shall have the meaning ascribed to such term in Section 4.

“Conversion Date” shall have the meaning set forth in Section 4(a).

“Conversion Price” shall have the meaning set forth in Section 4(b).

“Conversion Schedule” means the Conversion Schedule in the form of Schedule 1 attached hereto.

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof.

“Event of Default” shall have the meaning set forth in Section 6(a).

“Fundamental Transaction” shall have the meaning set forth in Section 5(e).

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“Late Fees” shall have the meaning set forth in Section 2(c).

“New York Courts” shall have the meaning set forth in Section 7(d).

“Note Register” shall have the meaning set forth in Section 2(b).

“Notice of Conversion” shall have the meaning set forth in Section 4(a).

“Original Issue Date” means the date of the first issuance of this Note, regardless of any transfers of any Note and regardless of the number of instruments which may be issued to evidence such Notes.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Share Delivery Date” shall have the meaning set forth in Section 4(c)(ii).

“Successor Entity” shall have the meaning set forth in Section 5(e).

“Uplist Offering” means an offering of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock) that will result in the immediate listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or any other national securities exchange (or any successors to any of the foregoing).

“VWAP” means, for any date,: (a) if the Common Stock is then listed or quoted on a Trading Market the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time), or (b) if the Common Stock is not then listed or quoted for trading on a Trading Market the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Notes then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

2. Interest and Prepayments.

a) Payment of Interest in Cash. The Company shall pay interest to the Holder on the aggregate Original Principal Amount of this Note at the rate of 10.0% per annum. All interest payments hereunder will be payable in cash. Accrued and unpaid interest shall be due on payable on the Maturity Date, or as otherwise set forth herein.

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b) Interest Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original Issue Date until the later of (i) the date when payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made or (ii) the Maturity Date. For the avoidance of doubt, interest will accrue on the Original Principal Amount of this Note until the maturity Date notwithstanding the earlier conversion or prepayment of this Note. Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”).

c) Prepayment by the Company. At any time upon ten (10) days written notice to the Holder, the Company may prepay any portion of the principal amount of this Note and any accrued and unpaid interest without premium or penalty provided that the Conversion Shares are then registered for public resale under the Securities Act or are eligible for resale without restriction under Rule 144 promulgated under the Securities Act and, in either case, are not subject to a lock-up or similar restriction.. If the Company exercises its right to prepay the Note, the Company shall make payment to the Holder of an amount in cash equal to the sum of (i) the then outstanding principal amount of this Note and (ii) accrued interest thereon (as calculated through the Maturity Date) within three (3) Business Days after such ten (10) day period. The Holder may convert the Note from the date notice of the prepayment is given until the date of the prepayment.

3. Registration of Transfers and Exchanges.

a) Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

b) Investment Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

c) Reliance on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

4. Conversion.

a) Voluntary Conversion. This Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted, accrued and unpaid interest outstanding under this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note,acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaidand unconverted principal amount of this Note may be less than the amount stated on the face hereof.

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b) Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 90% of the lowest VWAP during the ten (10 ) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Conversion Date. All such determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

c) Mechanics of Conversion.

i. Conversion Shares Issuable Upon Conversion of Principal Amount and Interest. The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted and any accrued and unpaid interest to be converted by (y) the Conversion Price.

ii. Delivery of Certificate Upon Conversion. Not later than three (3) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates representing the Conversion Shares which, on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information and the Company has received an opinion of counsel to such effect reasonably acceptable to the Company (which opinion the Company will be responsible for obtaining) shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of this Note, and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). All certificate or certificates required to be delivered by the Company under this Section 4(c) shall be delivered electronically through the Depository Trust Company or another established clearing corporation performing similar functions. If the Conversion Date is prior to the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information the Conversion Shares shall bear a restrictive legend in the following form, as appropriate:

“NEITHERTHE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLEHAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFEREDFOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIESACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDINGTHE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECUREDBY THE SECURITIES.”

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Notwithstanding the foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information requirements, the Company, upon request of the Holder, shall obtain a legal opinion to allow for such sales under Rule 144.

iii. Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

iv. Obligation Absolute. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal or interest amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion.

v. Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 4(c), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof. Notwithstanding anything contained herein to the contrary, provided that no Event of Default is then existing under this Note, the Holder shall be limited to trading no more than 15% of the actual daily volume. Failure to adhere to the trading restriction shall entitle the Company to withhold shares or a required legal opinion to remove the restrictive legend on issued shares.

vi. Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 200% of the Required Minimum for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

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vii. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

viii. Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

d) Holder’s Conversion Limitations. The Company shall not effect any conversion of principal and/or interest of this Note, and a Holder shall not have the right to convert any principal and/or interest of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes or the Warrants) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any such increase or decrease will not be effective until the 61^st^ day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.

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5. Certain Adjustments.

a) Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Notes or as payment of payment-in-kind dividends on the Company’s Series A Convertible Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 5 above, if at any time while this Note is outstanding, the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d) Pro Rata Distributions. During such time as this Note is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

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e) Fundamental Transaction. If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Note). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Note and the other Transaction Documents (as defined in the Purchase Agreement) in accordance with the provisions of this Section 5(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

f) Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.

g) Notice to the Holder.

i. Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

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ii. Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

6. Events of Default.

a) “Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

i. any default in the payment of (A) the principal amount of any Note or (B) interest, liquidated damages and other amounts owing to a Holder on any Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within 3 Trading Days;

ii. the Company shall materially fail to observe or perform any other covenant or agreement contained in the Notes (other than a breach by the Company of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (ix) below) which failure is not cured, if possible to cure, within the earlier to occur of (A) 5 Trading Days after notice of such failure sent by the Holder or by any other Holder to the Company and (B) 10 Trading Days after the Company has become or should have become aware of such failure;

iii. a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall occur under any of the Transaction Documents

iv. any representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any material respect as of the date when made or deemed made;

v. the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event;

vi. the Common Stock shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume listing or quotation for trading thereon within five Trading Days or the transfer of shares of Common Stock through the Depository Trust Company System is no longer available or “chilled”;

vii. the Company shall be a party to any Change of Control Transaction or Fundamental Transaction or shall agree to sell or dispose of all or in excess of 50% of its assets in one transaction or a series of related transactions (whether or not such sale would constitute a Change of Control Transaction);

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viii. the Company shall fail for any reason to deliver certificates to a Holder prior to the third Trading Day after a Conversion Date pursuant to Section 4(c) or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s intention to not honor requests for conversions of any Notes in accordance with the terms hereof;

ix. if the Company or any Significant Subsidiary shall: (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of it or any of its properties, (ii) admit in writing its inability to pay its debts as they mature, (iii) make a general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent or be the subject of an order for relief under Title 11 of the United States Code or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute of any other jurisdiction or foreign country, or (v) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, or (vi) take or permit to be taken any action in furtherance of or for the purpose of effecting any of the foregoing;

x. if any order, judgment or decree shall be entered, without the application, approval or consent of the Company or any Significant Subsidiary, by any court of competent jurisdiction, approving a petition seeking liquidation or reorganization of the Company or any Subsidiary, or appointing a receiver, trustee, custodian or liquidator of the Company or any Subsidiary, or of all or any substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) days;

xi. the Company shall fail to maintain sufficient reserved shares pursuant to Section 4.11 of the Purchase Agreement; or

xii the Company shall fail to complete an Uplist Offering by the six (6) month anniversary of the date of this Note.

b) Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(d), if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash t. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of all amounts due under this Note, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

7. Miscellaneous.

a) Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, by email, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number, email or other address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 7(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, by email or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, email or other address of the Holder appearing on the books of the Company, or if no such facsimile number, email or other address appears on the books of the Company, at the principal place of business of such Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or via email at the facsimile number or email set forth on the signature pages attached hereto prior to 12:00 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or via email at the facsimile number or email set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 12:00 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.

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b) Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.

c) Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.

d) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in New York County, State of New York (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

e) Waiver. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver by the Company or the Holder must be in writing.

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f) Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

g) Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of any security, or amendment to a security that was originally issued before the Original Issue Date, with any term that the Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Holder reasonably believes was not similarly provided to the Holder in this Note, then (i) the Company shall notify the Holder of such additional or more favorable term within three (3) Business Days of the issuance and/or amendment (as applicable) of the respective security, and (ii) such term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless of whether the Company complied with the notification provision of this Section 7g). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing prepayment rate, interest rates, and original issue discounts.

g) Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.

h) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

i) Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.

*********************

(SignaturePages Follow)

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

CELL SOURCE, INC.

By:
Name:	Itamar<br> Shimrat
Title:	Chief<br> Executive Officer

Facsimile No. for delivery of Notices: _______________

Email address for delivery of Notices: _______________

ANNEXA

NOTICEOF CONVERSION

The undersigned hereby elects to convert principal and interest under the 20.0% OID Convertible Promissory Notes of Cell Source, Inc. (the “Company”), into shares of its common stock (the “Common Stock”), according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.

The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.

Conversion calculations:

Date to Effect Conversion: ______________________________________

Principal Amount of Note to be Converted: __________________________

Payment of Interest in Common Stock __ yes __ no

If yes, $_____ of Interest Accrued on Account of Conversion at Issue.

Number of shares of Common Stock to be issued:___________________

Signature
Name

Delivery Instructions:

__________________________

Schedule1

CONVERSIONSCHEDULE

This 20.0% OID Convertible Promissory Notes due June 9, 2025 in the original principal amount of $________ is issued by Cell Source, Inc. (the “Company”). This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note.

Dated:

Date<br>of Conversion <br><br>(or for first entry, Original Issue Date)	Amount<br> of Conversion	Aggregate<br>Principal<br><br>Amount Remaining<br><br>Subsequent to Conversion<br><br>(or original Principal Amount)	Company<br> Attest

Exhibit10.93

WARRANT

NO.<br> ________	____<br> Shares

WARRANTTO PURCHASE COMMON STOCK

VOIDAFTER 5:30 P.M., EASTERN

TIME,ON THE EXPIRATION DATE

FOR VALUE RECEIVED, Cell Source, Inc. a Nevada corporation (the “Company”), hereby agrees to sell upon the terms and on the conditions hereinafter set forth, but no later than 5:30 p.m., Eastern Time, on the Expiration Date (as hereinafter defined) to ____________ or registered assigns (the “Holder”), under the terms as hereinafter set forth, _______ (_______) fully paid and non-assessable shares of the Company’s common stock (the “Common Stock”), par value $0.001 per share (the “Warrant Stock”), at a purchase price of $0.40 per share (the “Warrant Price”), pursuant to this warrant (this “Warrant”). The number of shares of Warrant Stock to be so issued and the Warrant Price are subject to adjustment in certain events as hereinafter set forth. The term “Common Stock” shall mean, when used herein, unless the context otherwise requires, the stock and other securities and property at the time receivable upon the exercise of this Warrant.

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1. Exercise of Warrant and Redemption of Warrant.

a. The Holder may exercise this Warrant according to its terms by surrendering this Warrant to the Company at the address set forth in Section 11, the Notice of Exercise attached hereto having then been duly executed by the Holder, accompanied by cash, certified check or bank draft in payment of the purchase price, in lawful money of the United States of America, for the number of shares of the Warrant Stock specified in the Notice of Exercise, or as otherwise provided in this Warrant, prior to 5:30 p.m., Eastern Time, on December 17, 2030 (the “ Expiration Date “).

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d. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or the certificates representing the Warrant Stock pursuant to an exercise on or prior to the Warrant Stock Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Holder anticipated receiving upon such exercise (a “ Buy-In “), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of shares of Warrant Stock that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

e. Redemption of Warrant

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(iii) Redemption Date and Redemption Price. The notice of redemption shall state the date set for redemption, which date shall be not less than thirty (30) days, or more than sixty (60) days, from the Notice Date (the “Redemption Date”). The Company shall not mail the notice of redemption unless all funds necessary to pay for redemption of the Warrants to be redeemed shall have first been set aside by the Company for the benefit of the Warrant Holders so as to be and continue to be available therefor. The redemption price to be paid to the Warrant Holders will be $1.00 for each share of Common Stock of the Company to which the Warrant Holder would then be entitled upon exercise of the Warrant being redeemed, as adjusted from time to time as provided herein (the “Redemption Price”).

2. Disposition of Warrant Stock and Warrant.

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5. Capital Adjustments. This Warrant is subject to the following further provisions:

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6. Issuance of Lower Priced Securities. Until the Expiration Date, if at any time the Company shall issue or sell, or is, in accordance with subparagraphs 6.a through 6.d below, deemed to have issued or sold, any shares of Common Stock, except for Excepted Issuances (as defined below) for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, then, forthwith upon such issue or sale, the Exercise Price shall be reduced to the price determined by dividing (a) an amount equal to the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Exercise Price and (ii) the consideration, if any, received by the Company upon such issue or sale, by (b) the total number of shares of Common Stock outstanding immediately after such issue or sale. Common Stock issued or issuable by the Company for no consideration will be deemed issuable or to have been issued for $0.001 per share of Common Stock. Notwithstanding the foregoing, the Exercise Price shall not be reduced at such time if the amount of such reduction would be an amount less than $.01, but any such amount shall be carried forward and the reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.01 or more.

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For purposes of this Section 6, the following Sections 6.a to 6.d shall also be applicable:

a. In case at any time the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (a) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (b) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in Section 6, no adjustment of the Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

b. In case at any time the Company shall in any manner issue (whether directly or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such purchase or exchange (determined by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the Purchase or exchange thereof, by (b) the total maximum number of shares of Common Stock issuable upon the Purchase or exchange of all such Convertible Securities) shall be less than the Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon Purchase or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding, provided that (i) except as otherwise provided in Section (C), no adjustment of the Exercise Price shall be made upon the actual issue of such Common Stock upon Purchase or exchange of such Convertible Securities and (ii) if any such issue or sale of such Convertible Securities is made upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Exercise Price have been or are to be made pursuant to other provisions of this Section 6, no further adjustment of the Exercise Price shall be made by reason of such issue or sale.

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c. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in Section 6.a, the additional consideration, if any, payable upon the Purchase or exchange of any Convertible Securities referred to in Section 6.a or 6.b, or the rate at which Convertible Securities referred to in Section 6.a or 6.b are convertible into or exchangeable for Common Stock shall change at any time (including but not limited to changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or Purchase rate, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment the Exercise Price then in effect hereunder is thereby reduced; and on the expiration or termination of any such Option or any such right to convert or exchange such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be increased to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued.

d. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board.

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e. Excepted Issuances means: (i) the Company’s issuance of Common Stock in full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to employee stock option plans, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warrant and (v) issuance of Common Stock as a result of the exercise of this Warrant

7. Limitation on Exercises.

a. Notwithstanding anything to the contrary set forth in this Warrant, at no time may all or a portion of the Warrant be exercised if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time; provided, however, that upon the Holder providing the Corporation with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 7.a with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7.a will be of no force or effect with regard to all or a portion of this Warrant referenced in the 4.99% Waiver Notice.

b. Notwithstanding anything to the contrary set forth in this Warrant, at no time may all or a portion of this Warrant be exercised if the number of shares of Common Stock to be issued pursuant to such exercise, when aggregated with all other shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”).

c. By written notice to the Company, the Holder may from time to time decrease the Maximum Percentage to any other percentage specified in such notice

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d. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) business day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 7 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

8. Notice to Holders.

a. Notice of Record Date. In case:

(iii) of any voluntary dissolution, liquidation or winding-up of the Company;

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b. Certificate of Adjustment. Whenever any adjustment shall be made pursuant to Section 5 or Section 6 hereof, the Company shall promptly make a certificate signed by its Chairman, Chief Executive Officer, President, Vice President, Chief Financial Officer or Treasurer, setting forth in reasonable detail the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated and the Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant after giving effect to such adjustment, and shall promptly cause copies of such certificates to be mailed (by first class mail, postage prepaid) to the Holder of this Warrant.

9. Loss, Theft, Destruction or Mutilation. Upon receipt by the Company of evidence satisfactory to it, in the exercise of its reasonable discretion, of the ownership and the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company and, in the case of mutilation, upon surrender and cancellation thereof, the Company will execute and deliver in lieu thereof, without expense to the Holder, a new Warrant of like tenor dated the date hereof.

10. Warrant Holder Not a Stockholder. The Holder of this Warrant, as such, shall not be entitled by reason of this Warrant to any rights whatsoever as a stockholder of the Company.

11. Notices. Any notice required or contemplated by this Warrant shall be deemed to have been duly given if transmitted by registered or certified mail, return receipt requested, or nationally recognized overnight delivery service**,** to the Company at its principal executive offices, Attn: Chief Executive Officer, or to the Holder at the name and address set forth in the Warrant Register maintained by the Company.

12. Choice of Law. THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

13. Jurisdiction and Venue. The Company and Holder hereby agree that any dispute which may arise between them arising out of or in connection with this Warrant shall be adjudicated before a court located in New York County, New York and they hereby submit to the exclusive jurisdiction of the federal and state courts of the State of York located in New York County with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Warrant or any acts or omissions relating to the sale of the securities hereunder, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care of the address set forth herein or such other address as either party shall furnish in writing to the other.

14. Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent signed by both (a) the Company and (b) holders of Warrants representing a majority of the Warrant Stock then outstanding and not exercised

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its behalf, in its corporate name and by its duly authorized officers, as of this 17th day of December, 2025.

By:
Name:	Itamar Shimrat
Title:	CEO

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NOTICEOF EXERCISE

TO:

Tel: (___) ___-____

Fax: (___) ___-____

(2) Payment shall be in the form of lawful money of the United States.

Please issue a certificate or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other name as is specified below:

The shares of Warrant Stock shall be delivered to the following DWAC Account Number, if permitted, or by physical delivery of a certificate to:

(3) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:_________________

Signature of Authorized Signatory of Investing Entity: ___________________________

Name and Title of Authorized Signatory: _________________________

Date:

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ASSIGNMENTFORM

(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, all of or _________ shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to ________________________________ whose address is ______________________________________________________

Dated: _________, ____

Holder’s Name: ____________

Holder’s Signature: _________________

Name and Title of Signatory:__________

Holder’s Address:

Signature Guaranteed:

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Exhibit10.94

REGISTRATION RIGHTS AGREEMENT

December 17, 2025

To: Persons Named in Schedule I Hereto

Ladies and Gentlemen:

This will confirm that in consideration of your agreement on or about the date hereof to purchase a 20% OID Convertible Promissory Note (each a “Note” and collectively the “Notes”) of Cell Source, Inc., a Nevada corporation (the “Company”) and a warrant (each a “Warrant” and collectively the “Warrants”) to purchase common stock, $.001 par value per share (the “Common Stock”) of the Company pursuant to the Securities Purchase Agreement dated of December 17, 2025 (the “Purchase Agreement”), between the Company and the Purchasers identified on Schedule I hereto, as purchasers (the “Purchasers”), and as an inducement to the Purchasers to consummate the transactions contemplated by the Purchase Agreement, the Company covenants and agrees with each of the Purchasers as follows:

1.	Certain<br> Definitions. As used in this Agreement, the following terms shall have the following<br> respective meanings:
	“Commission”<br> shall mean the Securities and Exchange Commission, or any other federal agency at the time<br> administering the Securities Act.
	“Exchange<br> Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar<br> federal statute, and the rules and regulations of the Commission thereunder, all as the same<br> shall be in effect at the time.
	“IPO”<br> means the Company’s first underwritten public offering of Common Stock after the date<br> of this Agreement.
	“Registration<br> Expenses” shall mean the expenses so described in Section 8.
	“Registrable<br> Securities” means (i) the Common Stock issuable or issued upon conversion of the Notes or exercise of the Warrants, (ii) any Common Stock, or any Common Stock issued<br> or issuable (directly or indirectly) upon conversion and/or exercise of any other securities<br> of the Company, held by the Purchasers from time to time; and (iii) any Common Stock issued<br> as (or issuable upon the conversion or exercise of any warrant, right, or other security<br> that is issued as) a dividend or other distribution with respect to, or in exchange for or<br> in replacement of, the shares referenced in clauses (i) and (ii) above; excluding in all<br> cases (any shares for which registration rights have terminated pursuant to Section 14.
“Securities<br> Act” shall mean the Securities Act of 1933, as amended, or any similar federal<br> statute, and the rules and regulations of the Commission thereunder, all as the same shall<br> be in effect at the time.
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“Selling<br> Expenses” shall mean the expenses so described in Section 8.
“Shares”<br> means the shares of Common Stock issuable upon conversion of the Notes and exercise of the<br> Warrants.
2.	Restrictive<br> Legend. Each certificate representing the Shares shall, except as otherwise provided<br> in this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially<br> in the following form:
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“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

A certificate shall not bear such legend if in the written opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws.

Notice of Proposed Transfer. Prior to any proposed transfer of any Shares (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by a written opinion of counsel satisfactory to the Company to the effect that the proposed transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice. Each certificate for Shares transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

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| --- | | 4. | Demand Registration. | | --- | --- | | (a) | If at any time after the earlier of (i) one (1) year after the date of this Agreement or (ii) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Purchasers (the “Initiating Purchasers”) holding at least 67% of the Registrable Securities, that the Company file a Form S-1 registration statement having an anticipated aggregate offering price, net of Selling Expenses, of at least $2,500,000, then the Company shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Purchasers other than the Initiating Purchasers and (y) or soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Purchasers, file a Form S-1 registration under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Purchasers, as specified by notice given by each such Purchaser to the Company within twenty (20) days of the date the Demand Notice is given, and in each case subject to the limitations of Sections 4(c) and 4(e). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within one hundred eighty (180) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Securities shall have been entitled to join pursuant to Sections 5 or 6 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. | | --- | --- | | (b) | If the method of disposition specified in the request from the Purchasers pursuant to Section 4(a) shall be an underwritten public offering, the holders of a majority of the Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing sentence, if the Company elects to include shares of Common Stock in such offering pursuant to Section 4(d) hereof such that the number of shares requested for inclusion by the Company (prior to any cut back by an underwriter) is equal to or greater than the number of Registrable Securities pursuant to this Section 4, then the Company may, in its sole discretion, designate the managing underwriter of such offering. The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. |

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| --- | | (c) | Notwithstanding the foregoing, the Company shall not be obligated to effect any demand registration: (i) unless such registration would have a net aggregate offering price exceeding $2,500,000; or (ii) if such demand is made within 12 months of a previous demand registration. In addition, if the President or Chief Executive Officer of the Company executes a certificate giving notice of the Company’s intention to file a registration statement or stating that in the good faith judgment of the Board of Directors of the Company the offering would be (i) detrimental to the Company or its shareholders, (ii) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (iii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iv) render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company may delay such request one or more times (but only once in any 12 month period) for a period not to exceed 180 days after receipt of the request pursuant to Section 4(a) above. | | --- | --- | | (d) | The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities to be sold. In such event, the number of shares of Common Stock to be registered on behalf of the Company, if any, shall be computed as set forth in Section 4(e) below. | | (e) | Whenever a registration requested pursuant to this Section 4 is for an underwritten public offering, only shares of Common Stock which are to be included in the underwriting may be included in the registration. Notwithstanding the provisions of Sections 4(b) and 4(c), if the underwriter determines that marketing factors require a limitation of the total number of shares of Common Stock to be underwritten or a limitation of the total number of shares of Common Stock to be sold by the Company, then the number of shares to be included in the registration and the underwriting shall first be allocated among all holders who indicated to the Company their decision to distribute any of their Registrable Securities through such underwriting, in proportion, as nearly as practicable, to the respective number of Registrable Securities requested for inclusion in the registration by such holders , then the remainder, if any, to the Company. No stock excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If the Company determines not to participate in any such underwriting, it may elect to withdraw therefrom by written notice, within five (5) days of notice to the Company of such underwriter’s marketing limitation, to the holders of Registrable Securities and the underwriter. The securities so withdrawn from such underwriting shall also be withdrawn from such registration. |

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| --- | | 5. | Piggyback Registration. If the Company, at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 or their respective successors or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to all holders of outstanding Registrable Securities of its intention so to do. Upon the written request of any such holder, received by the Company within fifteen (15) days after the giving of any such notice by the Company, to register any of its Registrable Securities (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Securities so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of Registrable Securities to be included in such an underwriting may be reduced (pro rata among the requesting holders of Registrable Securities as well as requesting holders of any other registrable securities of the Company with piggyback registration rights based upon the number of Registrable Securities and such other securities requested for inclusion by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Registrable Securities. | | --- | --- | | 6. | Registration on Form S-3. If at any time (i) a holder or holders of Shares or Registrable Securities request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of Registrable Securities specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that the number of registrations on Form S-3 which may be requested and obtained under this Section 6 shall be limited to three (3). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 6 within one hundred eighty (180) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Securities shall have been entitled to join pursuant to Sections 4 or 5 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. Notwithstanding the foregoing, the Company shall not be obligated to effect any S-3 registration: (i) unless such request would have a net aggregate offering price exceeding $1,000,000; or (ii) if such request is made within 12 months of a previous S-3 registration. In addition, if the President or Chief Executive Officer of the Company executes a certificate giving notice of the Company’s intention to file a registration statement or stating that in the good faith judgment of the Board of Directors of the Company the offering would be (i) detrimental to the Company or its shareholders, (ii) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (iii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iv) render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company may delay such request one or more times (but only once in any 12 month period) for a period not to exceed 180 days after receipt of the request pursuant to this Section 6. |

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| --- | | 7. | Registration Procedures. If and whenever the Company is required by the provisions of Sections 4, 5 or 6 to use its best efforts to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: | | --- | --- | | (a) | prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided); | | --- | --- | | (b) | prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period; | | (c) | furnish to each seller of Registrable Securities and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such registration statement; | | (d) | use its best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Securities or, in the case of an underwritten public offering, the managing underwriter, reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; | | (e) | use its best efforts to list the Registrable Securities covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; |

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| --- | | (f) | immediately notify each seller of Registrable Securities and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; | | --- | --- | | (g) | if the offering is underwritten and at the request of any seller of Registrable Securities, use its best efforts to furnish on the date that Registrable Securities is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request; | | (h) | make available for inspection by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; |

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| --- | | (i) | make available to each seller of Registrable Securities, as soon as reasonably practicable, an earnings statement covering a period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; | | --- | --- | | (j) | furnish to each seller of Registrable Securities copies of all documents filed with the Commission and all correspondence between the Company and the Commission with respect to a registration in accordance with Sections 4, 5 or 6; and | | (k) | otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission. |

For purposes of Section 7(a) and 7(b) and of Section 4(c), the period of distribution of Registrable Securities in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Securities in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Securities covered thereby and thirty (30) days after the effective date thereof.

In connection with each registration hereunder, the sellers of Registrable Securities will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws.

In connection with each registration pursuant to Sections 4, 5 or 6 covering an underwritten public offering, the Company and each seller agree to enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature.

Notwithstanding any other provisions of this Agreement, the Company’s obligation to file a registration statement, or cause such registration statement to become and remain effective, shall be suspended for a period not to exceed ninety (90) days in any twelve (12) month period if there exists at the time material non-public information relating to the Company which, in the reasonable opinion of the Company, should not be disclosed or if at the time of any request to register Registrable Securities pursuant to Section 4 or 6, the Company is engaged or has fixed plans to engage within thirty (30) days of the time of the request in a registered public offering as to which holders of Registrable Securities may include such Registrable Securities pursuant to Section 5. The Company may not exercise its rights pursuant to this paragraph more than once in any 12-month period.

Expenses. All expenses incurred by the Company in complying with Sections 4, 5 and 6, including, without limitation, all registration and filing fees, printing expenses, fees and expenses incurred in connection with complying with state securities or “blue sky” laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents and registrars and costs of insurance fees and disbursements of counsel and independent public accountants for the Company, and the reasonable fees and disbursements, not to exceed $100,000, of one counsel for the selling Purchasers (collectively, but excluding Selling Expenses, “Registration Expenses”) shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 4(a) or Section 5 if the registration request is subsequently withdrawn at the request of Purchasers holding a majority of the Registrable Securities to be registered (in which case all selling Purchasers shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration) registrars and costs of insurance but excluding any Selling Expenses, are called “Registration Expenses”. All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called “Selling Expenses”.

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| --- |

The Company will pay all Registration Expenses in connection with each registration statement under Sections 4, 5 or 6. All Selling Expenses in connection with each registration statement under Sections 4, 5 or 6 shall be borne by the participating sellers in proportion to the number of shares sold by each, or by such participating sellers other than the Company (except to the extent the Company shall be a seller) as they may agree.

Notwithstanding the foregoing, if a registration statement pursuant to Section 4 or 6 is withdrawn at the request of the shareholders requesting such registration (other than as a result of material adverse information concerning the business or financial condition of the Company which is made known to such shareholders after the date on which such registration was requested) andthe requesting shareholders shall pay the Registration Expenses of such registration pro rata in accordance with the number of Registrable Securities owned by them included in such registration statement.

9.	Indemnification<br> and Contribution.
(a)	In<br> the event of a registration of any of the Registrable Securities under the Securities Act<br> pursuant to Sections 4, 5 or 6, the Company will indemnify and hold harmless each seller<br> of such Registrable Securities thereunder, each underwriter of such Registrable Securities<br> thereunder and each other person, if any, who controls such seller or underwriter within<br> the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint<br> or several, to which such seller, underwriter or controlling person may become subject under<br> the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or<br> actions in respect thereof) arise out of or are based upon any untrue statement or alleged<br> untrue statement of any material fact contained in any registration statement under which<br> such Registrable Securities was registered under the Securities Act pursuant to Sections<br> 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment<br> or supplement thereof, or arise out of or are based upon the omission or alleged omission<br> to state therein a material fact required to be stated therein or necessary to make the statements<br> therein not misleading, and will reimburse each such seller, each such underwriter and each<br> such controlling person for any legal or other expenses reasonably incurred by them in connection<br> with investigating or defending any such loss, claim, damage, liability or action, provided,<br> however, that (i) the foregoing indemnity shall not apply to amounts paid in settlement<br> of any loss, claim, damage, liability or action if such settlement is effected without the<br> consent of the Company (which consent shall not be unreasonably withheld) and (ii) the Company<br> will not be liable in any such case if and to the extent that any such loss, claim, damage<br> or liability arises out of or is based upon an untrue statement or alleged untrue statement<br> or omission or alleged omission so made in conformity with information furnished by any such<br> seller, any such underwriter or any such controlling person in writing specifically for use<br> in such registration statement or prospectus.
---	---
(b)	In<br> the event of a registration of any of the Registrable Securities under the Securities Act<br> pursuant to Sections 4, 5 or 6, each seller of such Registrable Securities thereunder, severally<br> and not jointly, will indemnify and hold harmless the Company, each person, if any, who controls<br> the Company within the meaning of the Securities Act, each officer of the Company who signs<br> the registration statement, each director of the Company, each underwriter and each person<br> who controls any underwriter within the meaning of the Securities Act, against all losses,<br> claims, damages or liabilities, joint or several, to which the Company or such officer, director,<br> underwriter or controlling person may become subject under the Securities Act or otherwise,<br> insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise<br> out of or are based upon any untrue statement or alleged untrue statement of any material<br> fact contained in the registration statement under which such Registrable Securities was<br> registered under the Securities Act pursuant to Sections 4, 5 or 6, any preliminary prospectus<br> or final prospectus contained therein, or any amendment or supplement thereof, or arise out<br> of or are based upon the omission or alleged omission to state therein a material fact required<br> to be stated therein or necessary to make the statements therein not misleading, and will<br> reimburse the Company and each such officer, director, underwriter and controlling person<br> for any legal or other expenses reasonably incurred by them in connection with investigating<br> or defending any such loss, claim, damage, liability or action, provided, however,<br> that such seller will be liable hereunder in any such case if and only to the extent that<br> any such loss, claim, damage or liability arises out of or is based upon an untrue statement<br> or alleged untrue statement or omission or alleged omission made in reliance upon and in<br> conformity with information pertaining to such seller, as such, furnished in writing to the<br> Company by such seller specifically for use in such registration statement or prospectus,<br> and provided, further, however, that the liability of each seller hereunder<br> shall be limited to the proportion of any such loss, claim, damage, liability or expense<br> which is equal to the proportion that the public offering price of the shares sold by such<br> seller under such registration statement bears to the total public offering price of all<br> securities sold thereunder, but not in any event to exceed the net proceeds received by such<br> seller from the sale of Registrable Securities covered by such registration statement.

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| --- | | (c) | Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. | | --- | --- | | (d) | In order to provide for just and equitable contribution in any case in which either (i) any holder of Registrable Securities exercising rights under this Agreement, or any controlling person of any such holder, makes a claim for indemnification pursuant to this Section 9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling holder or any such controlling person in circumstances for which indemnification is provided under this Section 9; then, and in each such case, the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as shall be fair and equitable based upon the relative benefits received by each party, the parties relative knowledge and access to information concerning the matter and the opportunity to correct and prevent the untrue misstatement; provided, however, that, in any such case, (A) no such holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. |

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| --- | | 10. | Changes in Common Stock. If, and as often as, there is any change in the Common Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock as so changed. | | --- | --- | | 11. | Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration, the Company agrees to: | | (a) | make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; | | --- | --- | | (b) | use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and | | (c) | furnish to each holder of Registrable Securities forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Securities without registration. | | 12. | Representations and Warranties of the Company. The Company represents and warrants to you as follows: | | --- | --- | | (a) | The execution, delivery and performance of this Agreement by the Company have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Charter or By-laws of the Company or any provision of any indenture, agreement or other instrument to which it or any or its properties or assets is bound, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. | | --- | --- | | (b) | This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms (subject to equitable principles and to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforceability of creditors’ rights generally and to applicable restrictions on the enforceability of indemnification and contribution). |

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| --- | | 13. | Market Stand-off Agreement. If requested in writing by the underwriters for the initial underwritten public offering of securities of the Company, each holder of Registrable Securities who is a party to this Agreement shall agree not to sell publicly any Registrable Securities or any other shares of Common Stock (other than Registrable Securities or other shares of Common Stock being registered in such offering), without the consent of such underwriters, for a period of not more than one hundred eighty (180) days following the effective date of the registration statement relating to such offering; provided, however, that no Purchaser shall be subject to the restriction set forth in this Section 13 unless all executive officers and directors are subject to a similar restriction. | | --- | --- | | 14. | Termination of Rights. Except as otherwise provided herein, all rights and obligations under this Agreement shall terminate upon the earliest of : (a) with respect to a particular holder of Registrable Securities, whenever such holder is eligible to sell all of its Registrable Securities under Rule 144 of the Securities Act or otherwise during any ninety (90) day period. | | 15. | Benefits of Agreement. All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including without limitation transferees of the Registrable Securities), whether so expressed or not, provided, however, that registration rights conferred herein on the holders of Registrable Securities shall only inure to the benefit of a transferee of Registrable Securities if (i) such transfer is effected in accordance with all applicable securities laws, (ii) written notice of the transfer is promptly given to the Company and (iii) such transferee agrees in writing to be bound by all of the terms and conditions of this Agreement. | | 16. | Miscellaneous. | | (a) | Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier or telex, addressed as follows: | | --- | --- |

if to the Company or any other party hereto, at the address of such party set forth on the signature page of this Agreement;

if to any subsequent holder of Registrable Securities, to it at such address as may have been furnished to the Company in writing by such holder;

or, in any case, at such other address or addresses as shall have been furnished in writing to the Company (in the case of a holder of Registrable Securities) or to the holders of Registrable Securities (in the case of the Company) in accordance with the provisions of this paragraph.

(b)	Governing<br> Law. This Agreement shall be governed by and construed in accordance with the laws of<br> the State of New Jersey.

| 12 |

| --- | | (c) | Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be amended or modified, and no provision hereof may be waived, without the written consent of the Company and the holders of at least two-thirds of the outstanding Registrable Securities. | | --- | --- | | (d) | Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. | | (e) | Severability If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein. | | (f) | Captions. The captions herein are inserted for convenience only and shall not define, limit, extend or describe the scope of the Agreement or affect the construction hereof. |

| 13 |

| --- |

Please indicate your acceptance of the foregoing by signing and returning the enclosed counterpart of this letter, whereupon this Agreement shall be a binding agreement between the Company and you.

Very truly<br> yours,
CELL<br> SOURCE, INC.
By:	/s/<br> Itamar Shimrat
Name:	Itamar<br> Shimrat
Title:	President
PURCHASER:
Lytton-Kambara<br> Foundation
By:	/s/<br> Lauence Lytton
Name:	Laurence<br> Lytton
Title:	President

[SignaturePage to Registration Rights Agreement]

| 14 |

| --- | | PURCHASER: | | | --- | --- | | Turnpoint Capital, LLC | | | By: | /s/ Daniel Schmidt | | Name: | Daniel Schmidt | | Title: | Managing Member |

[SignaturePage to Registration Rights Agreement]

| 15 |

| --- | | PURCHASER | | | --- | --- | | 3i, LP | | | By: | /s/ Maier J. Tarlow | | Name: | Maier J. Tarlow | | Title: | Manager |

[SignaturePage to Registration Rights Agreement]

| 16 |

| --- |

ScheduleI

Purchasers

Lytton-Kambara Foundation

Turnpoint Capital, LLC

3i, LP

| 17 |

| --- |

Exhibit10.95

** PLEASE READ CAREFULLY **

Dear Borrower, we are glad to welcome you to our unique financing program. The program will go into effect immediately after you return a signed agreement and will continue to be in effect until we receive the full loan repayment Amount according to this agreement.

After we receive the full agreed upon loan repayment amount, we will close off your account and deliver to you a $0 balance letter. In order to assure the maintenance and servicing of your account, please keep our contact information in your contacts for any service or maintenance request:

Please note due to the large number of loan accounts we service; administrative errors may occasionally result in our daily ACH debits. If you believe your account was erroneously debited, you agree to contact us immediately to notify us about the erroneous debits.

We also require an active point of contact during the duration of the agreement. By providing your contact information below you agree to be contacted in regard to your account during the duration of the agreement.

REFERRAL/AFFILIATE DISCLOSURE
Name(s) of Affiliate(s) who arranged this transaction for you:	Business<br> Name(s):<br><br> <br><br><br> <br>Cash<br> Village Holding LLC	Email Address(es):		Phone Number(s):
Have there been any other financial products offered to you in communication with this financing agreement? Yes or No? No
If yes, please describe those other financial products (some examples may include but may not be limited to SBA loans, term loans, lines of credit, cash advance, equipment financing, real estate loans, etc.):
By signing below, you certify that the above information is true and correct.
Owner 1 Signature:			Print<br>name:		Date:

Pleasecontact us to update if your contact information changes.

Contact Name:___________________________________________ Cell (for text messages):________________________________

Email:______________________________________________________________________________________________

Emergency secondary contact (*required): __________________________________________________________________________

Please note all necessary information in regards to reaching you or your staff, in case of a problem:

If we experience any issues with your account and we cannot reach you or your point of contact, we will enforce all legal remedies available to us, under the Agreement. We are always available to assist you with any service request that you may need. In order to prevent any unnecessary interruptions please make sure to call us as soon as any problems with your business arise.

** WE WILL NOT PROCEED WITH FUNDING IF THIS DOCUMENT IS LEFT BLANK **

| Borrower: Cell Source, Inc. |

| --- | | Page 1 | | INFORMATION DISCLOSURE FORM (All information must be provided in order to release funds) | | | --- | --- | | CONTRACTUAL FUNDING INFORMATION | | | Owed $250,000 | Late Fee Schedule > 60 DAYS Rate Raise: 1.45 for additional 60 days($362,500) | | BUSINESS INFORMATION | | | | | | --- | --- | --- | --- | --- | | Legal Business CELL SOURCE INC | | Business DBA: CELL SOURCE | | | | Address: 57 W 57^th^ street | | City: New York | State: NY | Zip: 10019 | | Business Phone: 972-225-2354 | Business E-Mail: ishimrat@cell-source.com | Use of Funds: Loan Restructure | Time in Business: 10 years | Tax ID: 32-0379665 | | Emergency Contact Info: Brendan Rempel | | Number: 732-3063432 | | | | List all additional locations associated to business. none | | | | | | Does the company currently have any open/unsatisfied advances? List which companies/balances. No | | | | | | Does the company have any active or pending litigation/ judgements/ liens/ tax obligations? No | | | | | | Landlord Contact Info: Name: | | Number: | | | | BANK ACCOUNT INFORMATION (list all accounts below) | | | | --- | --- | --- | | Bank name: | Account Number: | Routing Number: | | TD Bank | 4313121115 | 026013673 | | OFFICERS INFORMATION | | | | | | --- | --- | --- | --- | --- | | Owner 1 - Full Name: Dennis Mayer Brown | DOB: 5/12/1949 | | Social Security #: | Cell Phone #: 650-269-1984 | | Address: 55 Byron St 101 | Palo Alto | | State: CA | Zip: 94301 | | Personal E-mail Address: BDROWN@VELENTECH.COM | Ownership %: 100% | Signature: | | Date: | | Owner 2 - Full Name: | DOB: | | Social Security #: | Cell Phone #: | | Address: | City: | | State: | Zip: | | Personal E-mail Address: | Ownership %: | Signature: | | Date: | | CREDIT DISCLOSURE | | | | --- | --- | --- | | The above information is warranted to be true and correct. We hereby authorize Cash Village Holdings LLC its assigns, agents, bank, servicer or financial institution to verify and collect information on us, included but not limited to bank references, trade credit references, and/or commercial credit reports. In compliance with the FAIR CREDIT REPORTING ACT, this is to inform you that you are authorizing this organization and/or its suppliers to obtain a consume and/or business profile credit report. | | | | Owner 1 Signature | Print Name: | Date: | | Owner 2 Signature: | Print Name: | Date: |

| Borrower: Cell Source, Inc. |

| --- | | Page 2 |

This Business Loan and Security Agreement (as amended, modified or restated, the “Agreement”), together with the attached Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits) (as amended, modified or restated, “AuthorizationAgreement”), as amended modified or restated (collectively the “Agreement”) governs your business loan (“Loan”)made by the Borrower as of the Effective Date (defined below). Please read this Agreement and keep it for your reference. In this Agreement, the words “you”, “your” and “Borrower” each mean the Borrower identified on the signature page of this Agreement. Each Person identified on the signature page of this Business Loan and Security Agreement as a “Guarantor” (including any Secured Guarantor as herein defined) shall be referred to individually as “Guarantor” and collectively as “Guarantors” in this Agreement. The words “Lender”, “we”, “us”, and “our” each mean CASH VILLAGE HOLDINGS LLC, and its successors and assigns. “Person” means an individual, corporation, association, partnership, an estate, a trust and any other entity or organization. Each disbursement of the Loan is an “Advance.”

If you have any questions, please call us at 516-987-3686

(we have support available Monday - Friday 9am - 6pm ET) or email documents@greenvestlending.com.

YOURLOAN DETAILS
Borrower:	CELL<br> SOURCE INC
Borrower’s Address:	57<br> W 57^th^ street New York NY 10019
Lender:	Cash<br> Village Holdings LLC
Lender’s Address:	3<br> Filomena Ct. Dix Hills, NY 11746
Guarantor(s):	DENNIS<br> MAYER BROWN
Address(es) for Guarantor(s):	555<br> Byron St Apt 101 Palo Alto CA 94301
Secured Guarantor(s):	DENNIS<br> MAYER BROWN
Address(es) for Secured Guarantor(s):	555<br> Byron St Apt 101 Palo Alto CA 94301
Loan Amount:	$250,000
Origination Fee:<br><br> <br>(Deducted<br> at time of disbursement)	$0
Advance Amount: (Loan Amount less Origination Fee) <br><br> Note that the Advance Amount may not be the amount deposited <br><br> to your Designated Checking Account. The amount that will be <br><br> deposited to your Designated Checking Account will be reduced by <br><br> any amounts owed to Lender from any prior Advance, <br><br> indebtedness, or loan, or may be used to pay off an amount owed <br><br> to a third-party creditor.	$0
Maturity Date:	60 days from signing
Payment Amount: (Business Days only)<br><br> <br>Payment Schedule:<br><br> <br>The<br> term “Business Day” means any Monday through Friday,<br><br> except for Federal Reserve holidays.	N/A
Total Interest Expense:<br><br> <br>(Does<br> not include any costs, expenses or Fees)	$0<br> if within 60 days else $250,000@ 1.45
Total Repayment Amount:<br><br> <br>(Loan<br> Amount plus Total Interest Expense)	$250,000 within 60 days $362,500 from 61-120 days

| Borrower: Cell Source, Inc. |

| --- | | Page 3 | | PREPAYMENT, RENEWAL AND OTHER FEES | | | --- | --- | | Prepayment: (See Section 9 of this Agreement for details) **** | A “Prepayment Interest Reduction Percentage” of 25% (with respect to unpaid interest remaining on this Loan) will be applied to the extent that the Borrower prepays this Loan in whole in accordance with, and subject to, Section 9 of this Agreement. Note that 75% of the remaining unpaid interest will still be due upon any prepayment in whole. Partial prepayments will not reduce the Total Interest Expense. | | Renewals: | Remaining unpaid interest on this Loan will be eligible to be forgiven by Lender in Lender’s sole discretion if: (a) Borrower is current on its scheduled payments with respect to this Loan (including payment of any fees or expenses), and (b) while this Loan is outstanding, Borrower enters into a business loan and security agreement for a new qualifying term loan with Lender, a portion of the proceeds of which are used to repay this Loan in whole. | | Other Fees: (with the Origination Fee collectively the “Fees”) | Processing Fee: $0 Professional Service Fee: $0 Returned Payment Fee: $ 35.00 Funding Fee: $ 0.00 Bank Change Fee: $ 50.00 Non-Sufficient Funds (NSF) Fee: $ 35.00 Stopped Payment Fee: $ 150.00 Default Fee: $ 2,500.00 UCC Filing Fee: $ 150.00 Late Fee: $ 35.00 Stacking Fee: $25,000.00 | | CERTAIN DISCLOSURES | | | --- | --- | | Loan Pricing Disclosure | Lender uses a system of risk-based pricing to determine interest charges and fees. | | | Risk-based pricing is a system that evaluates the risk factors of your application and adjusts the interest rate up or down based on this risk evaluation. This loan may be a higher cost loan than loans that may be available through other lenders. Borrower understands that Lender may make loans at other amounts, interest rates and with other fees to other Persons as well. | | Loan For Specific Purposes Only | The proceeds of the requested Loan may solely be used for the specific purposes as set forth in the Use of Proceeds Certification of the Business Loan and Security | | | Agreement. IN ADDITION, THE LOAN WILL NOT BE USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. Borrower understands that Borrower’s agreement not to use the Loan proceeds for personal, family or household purposes means that certain important duties imposed upon entities making loans for consumer/personal purposes, and certain important rights conferred upon consumers, pursuant to federal or state law will not apply to this transaction. |

| Borrower: Cell Source, Inc. |

| --- | | Page 4 | | The calculations below involve certain key assumptions about this Loan, including that the Loan is paid off in its entirety according to the agreed Payment Schedule and that no repayments are missed. This is provided as a convenience only, and Lender’s records will, absent manifest error, be conclusively presumed to be correct and accurate and constitute an account stated between Borrower and Lender. To the extent the Lender’s records differ from the below metric calculations and metric explanations, the Lender’s records shall control. The amounts below may vary from the actual amounts. | | | | --- | --- | --- | | Loan Amount $250,000 | Advance Amount (minus fees withheld) 0 | Term 60 days | | METRIC | METRIC CALCULATION | | | Late Fee Schedule $ | If paid within 60 days of contract signing no change to the loan term. Over 60 days rate changes to 1.45 over 61-120 days | | | Average Monthly Payment $ | Repayment Amount: Term 60 days | | | Cents on the Dollar ¢ | Total Interest Expense or Loan Amount: 250,000 Cents on the Dollar ¢ (excluding fees): | | | Prepayment | Does prepayment of this Loan result in any new fees or charges? | | | | Does prepayment of this Loan decrease the total interest or Loan Fees owed? | | | 1 The Advance Amount is the amount of capital that a business receives and may be different from the Loan Amount. The Advance Amount is net of fees withheld from the Loan Amount. A portion of the Advance Amount may be used to pay off any amounts owed to Lender from a prior Advance, indebtedness, loan, or used to pay an amount owed to a third party creditor. 2 Your business may incur other fees that are not a condition of borrowing, such as late payment fees, returned payment fees, default fees, or monthly maintenance fees. Those fees are not reflected here. See the agreement for details on these fees (see “Other Fees” above). Further, your business may incur other third-party fees associated with any Advance, borrowing, non-payment or otherwise. 3 APR should be considered in communication with the Total Cost of Capital. APR may be most useful when comparing financing solutions of similar expected duration. APR is calculated here according to the principles of 12 C.F.R. § 1026 (Regulation Z), using 52 payment periods of equal length and 52 payment dates per year for weekly pay products, and 252 payment dates per year for daily pay products. | | |

All values are in US Dollars.

| Borrower: Cell Source, Inc. |

| --- | | Page 5 |

1.EFFECTIVE DATE. This Agreement begins on the date we accept this Agreement in New York and signed by Lender (“Effective Date”). Borrower understands and agrees that Lender may postpone, without penalty, the Advance of Loan amounts to Borrower until Lender has determined in its sole discretion that all required security interests for the Loan have been perfected and Lender has received all required personal guarantees or other documentation for the Loan.

2.AUTHORIZATION. Borrower agrees that the Loan shall be conclusively deemed to have been authorized by Borrower and to have been made pursuant to a duly authorized request on its behalf.

3.LOAN FOR SPECIFIC PURPOSES ONLY. THE PROCEEDS OF THE LOAN MAY BE USED ONLY FOR THE SPECIFIC PURPOSES AS SET FORTH IN THE USE OF PROCEEDSCERTIFICATION CONTAINED IN SECTION 48 BELOW, AND NOT FOR ANY OTHER PURPOSES . In addition, the Loan will not be used for personal,family or household purposes, and Borrower and Guarantors agree they each are forever estopped from taking the position that such Loan(including Advances) are or were used for such personal, family or household purposes. Borrower understands that Borrower’s covenantnot to use the Loan proceeds for personal, family or household purposes means that certain important duties imposed upon Persons makingloans for personal, family or household purposes, and certain important rights conferred upon such Persons, pursuant to federal or statelaw will not apply to the Loan or the Agreement. Borrower understands that Lender will be unable to confirm whether the use of the Loanconforms to this Section. Borrower agrees that a breach by Borrower of the provisions of this Section shall not affect Lender’s rightto (a) enforce Borrower’s promise to pay for all amounts owed under this Agreement, regardless of (i) the purpose for which the Loanis obtained or (ii) how the Loan proceeds are used by Borrower, and (b) use any remedy legally available to Lender, even if that remedywould normally not have been available had the Loan been made by Lender to Borrower for personal, family or household purposes.

4.ADVANCE OF LOAN PROCEEDS AND MAINTENANCE OF BORROWER’S BANK ACCOUNT. If Borrower applied and was approved for the Loan, then the Loan will be disbursed as provided in the attached Authorization Agreement. Borrower shall maintain Direct Payments (ACH Debits) in its Designated Checking Account, including keeping such account open until the “Total Repayment Amount” as defined in this Agreement has been completely repaid.

6.ALTERNATIVE PAYMENT METHODS. If Borrower for any reason knows that Lender will be unable to process a Loan payment under Lender’s Automatic Payment Plan, then Borrower must either transfer sufficient funds into its Designated Checking Account such that the missed payment can be collected as provided in the attached Authorization Agreement, or promptly mail or deliver a check to Lender in an amount equal to the missed payment or, if offered to Borrower by Lender, make the missed payment by any pay-by-phone or on-line service that Lender may make available to Borrower from time to time. If Borrower elects to send payments to Lender for the Loan by postal mail, then Borrower agrees to send such payments to Lender’s address on the first page of this Agreement or some other place as designated by Lender from time to time in writing. All alternative payments contemplated in this Section shall be made in immediately available funds by check, money order, wire transfer, automatic transfer from an account at an institution offering such service, or other instrument in U.S. Dollars. Borrower understands and agrees that payments made at any other address than as specified in this Section may result in a delay in processing and/or crediting such payment, and may result in late fees, interest, or charges.

If Borrower makes an alternative payment as contemplated by this Section on Borrower’s Loan by mail or by any pay-by-phone or on-line service that Lender makes available while Borrower is enrolled in the Automatic Payment Plan, Lender may treat such payment as an additional payment and continue to process Borrower’s scheduled Automatic Payment Plan payments or may reduce any scheduled Automatic Payment Plan payment by the amount of any such additional payment received.

| Borrower: Cell Source, Inc. |

| --- | | Page 6 |

8.POSTDATED CHECKS, RESTRICTED ENDORSEMENT CHECKS AND OTHER DISPUTED OR QUALIFIED PAYMENTS. Lender may accept late, postdated or partial payments without losing any of Lender’s rights under this Agreement (a postdated check is a check dated later than the day it was actually presented for payment). Lender is under no obligation to hold a postdated check and Lender reserves the right to process every item presented as if dated the same date received by Lender or Lender’s check processor. Borrower shallnot send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends sucha payment, Lender may accept it without losing any of Lender’s rights under this Agreement or applicable law. All notices andwritten communications concerning postdated checks, restricted endorsement checks (including any check or other payment instrumentthat indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditionsor limitations or as full satisfaction of a disputed amount) or any other disputed, nonconforming or qualified payments, must bemailed or delivered to the Lender’s address on the first page of this Agreement or some other place as designated by Lender fromtime to time in writing.

10.SECURITY INTEREST. Borrower and each Guarantor hereunder each a “Secured Guarantor”, provided, however, that each reference to “Guarantor” in this Agreement shall include each “Secured Guarantor”) hereby grants to Lender, the secured party hereunder, a continuing security interest in and to any and all Collateral as defined and described below to secure the prompt and complete payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder, and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, relating to the Loan described in this Agreement, the preceding being true whether or not contemplated by the parties hereto at the time of the granting of this security interest, regardless of how such debts, liabilities and obligations arise or by what agreement or instrument they may be evidenced by, and the preceding includes Borrower’s obligations to perform acts and refrain from taking action as well as all obligations to pay Lender money including, without limitation, all interest, other fees and expenses under or related to the Loan (all of the preceding being the “Obligations”). The “Collateral” means all of Borrower’s, and all of each Secured Guarantor’s (defined in Section 10), assets and personal property, whether now owned by or owing to, or hereafter acquired by or arising in favor of Borrower and each Secured Guarantor, and whether owned or consigned by or to, or leased from or to Borrower and each Secured Guarantor, regardless of where located, which shall include, without limitation: (a) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; (b) cash and cash equivalents, (c) inventory, (d) equipment, (e) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (f) instruments, including promissory notes, (g) chattel paper, including tangible chattel paper and electronic chattel paper, (h) documents, (i) letter of credit rights, (j) accounts, including health-care insurance receivables, (k) deposit accounts with any bank or other financial institution, (l) commercial tort claims as disclosed on Schedule 1, (m) general intangibles, including payment intangibles and software, (n) copyrights, patents and trademarks and all other intellectual property, (o) fixtures, (p) goods, (q) letters of credit, letter-of-credit rights, and supporting obligations, and (r) as-extracted collateral. The preceding terms used in defining the term “Collateral” not otherwise defined in this Agreement shall have the meaning as such terms may from time to time be defined in the Uniform Commercial Code in effect in the State of New York (“UCC”). The security interest Borrower and each Secured Guarantor grants herein includes all accessions to, substitutions for and replacements, proceeds (including stock rights), insurance proceeds and products of the foregoing subsections (a) through (r), together with all books and records, customers lists, credit files, computer files, programs, printouts, and other computer materials and records related thereto and any general intangibles (as defined in the UCC) at any time evidencing or relating to any of the foregoing. Lender disclaims any security interest in household goods in which Lender is forbidden by applicable law from taking a security interest.

11.PROTECTING THE SECURITY INTEREST. Borrower and each Secured Guarantor (as applicable) agrees that Lender and/or Lender’s agent or representative may file any financing statement, lien entry form or other document that is necessary or desirable in order to perfect, amend or continue Lender’s security interest in the Collateral, including, without limitation, any fixture filings or other filings in the real property records, and Borrower, and each Secured Guarantor as applicable, shall cooperate with Lender and Lender’s agent or representative to accomplish said filing(s), and shall do whatever else Lender and Lender’s agent or representative deems necessary to protect Lender’s security interest in the Collateral BORROWER AND EACH SECURED GUARANTOR EACH EXPRESSLY ACKNOWLEDGE AND AGREE BY SIGNINGTHIS AGREEMENT THAT, LENDER’S COLLATERAL AS DESCRIBED IN SECTION 10 INCLUDES ALL OF BORROWER’S AND EACH SECURED GUARANTOR’S PERSONALPROPERTY AND ASSETS.

| Borrower: Cell Source, Inc. |

| --- | | Page 7 |

12.LOCATION OF COLLATERAL; TRANSACTIONS INVOLVING COLLATERAL. Unless Lender has agreed otherwise in writing, Borrower represents and warrants that (a) all Collateral (or records of the Collateral in the case of accounts, chattel paper and general intangibles) shall be located at Borrower’s address as shown on the first page of this Agreement, (b) except for inventory sold or accounts collected in the ordinary course of Borrower’s business (provided, however, that upon notice of Lender and if an Event of Default has occurred and is continuing, Borrower shall not sell inventory or accounts without Lender consent), Borrower shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral, (c) no one else has any interest in or claim against the Collateral that is not already disclosed on the attached Schedule 2. Additionally, unless Lender has agreed otherwise in writing, Borrower shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance or charge, other than the security interest provided for in this Agreement, and Borrower shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral for less than the fair market value thereof. Borrower shall, at the sole cost to Borrower, defend Lender’s rights in the Collateral against the claims and demands of all other Persons. Borrower (or each Secured Guarantor as applicable) shall hold all proceeds from any unauthorized disposition of the Collateral in trust for Lender, which shall not be co-mingled with any other funds and shall immediately be delivered to Lender upon receipt by Borrower or any Guarantor. Notwithstanding the preceding three sentences’ requirements, Borrower’s and each Guarantor’s obligations as described herein do not constitute or equate to consent by Lender to any such disposition or transfer. Borrower and each Secured Guarantor shall provide to Lender ten (10) days prior notice of the opening of any deposit account; Borrower and each Secured Guarantor shall, promptly provide, upon Lender’s request, a deposit account control agreement duly executed on behalf of each financial institution holding a deposit account of Borrower or any Secured Guarantor.

13.TAXES, ASSESSMENTS AND LIENS. Borrower shall complete, timely file and pay when due all necessary federal, state and local taxes and shall pay when due all taxes, assessments, levies and liens upon the Collateral and, upon Lender’s request, provide evidence of such payments to Lender.

14.INSURANCE. Borrower, and each Secured Guarantor as applicable, shall procure and maintain insurance policies and coverage as Lender may require with respect to the Collateral, including without limit flood insurance if the location of any Collateral is located in any area that has been designated by the Federal Emergency Management Agency as a “Special Flood Hazard Area”, in the form, amounts and coverage reasonably acceptable to Lender and issued by a company reasonably acceptable to Lender, which shall be a minimum amount equal to the Total Repayment Amount. Borrower, and each Secured Guarantor as applicable, shall ensure that all of Borrower’s and each Secured Guarantor’s insurance policies name Lender as loss payee, and Borrower and each Secured Guarantor shall deliver to Lender endorsements demonstrating the same in form and substance satisfactory to Lender. If Borrower or any Secured Guarantor at any time fails to obtain or maintain any insurance as required under this Section, Lender may obtain such insurance as Lender deems appropriate at Borrower’s sole cost and expense. Borrower and/or each Secured Guarantor shall promptly notify Lender of any loss of or damage to the Collateral. Upon any insurable loss to any Collateral, the proceeds shall be paid to Lender to apply to the Total Repayment Amount

15.REPAIRS AND MAINTENANCE. Borrower and each Secured Guarantor shall keep and maintain, and shall cause others to keep and maintain, the Collateral in good order, repair and condition at all times while this Agreement remains in effect, normal wear and tear excepted. Borrower and each Secured Guarantor further agrees to pay when due all claims made by third party Persons for work done on, or services rendered to, or material furnished in connection with the Collateral so that no lien or encumbrance of any kind may ever attach to or be filed against the Collateral.

| Borrower: Cell Source, Inc. |

| --- | | Page 8 |

16.INSPECTION OF COLLATERAL AND PLACE OF BUSINESS; USE OF PHOTOGRAPHS AND TESTIMONIALS. Lender and Lender’s designated representatives and agents shall have the right during Borrower’s or Secured Guarantor’s (as applicable) normal business hours and at any other reasonable time (except during an Event of Default during which Lender and Lender’s designated representatives and agents may examine the Collateral at any time) to examine the Collateral wherever located and the interior and exterior of any of Borrower’s or Secured Guarantor’s place of business. During an examination of any Borrower’s or Secured Guarantor’s place of business, Lender may examine, among other things, whether Borrower, or Secured Guarantor as applicable, (a) has a place of business that is separate from any personal residence; (b) is open for business; (c) has sufficient inventory to conduct Borrower’s, or Secured Guarantor’s as applicable, business; and (d) has one or more credit card terminals if Borrower, or Secured Guarantor as applicable, processes credit card transactions. When performing an examination, Lender may photograph the interior and exterior of any of Borrower’s or Secured Guarantor’s place of business, including any signage, and may photograph any individual who has signed this Agreement (each a “Signatory”) unless the Signatory previously has notified Lender that he or she does not authorize Lender to photograph the Signatory. Lender may obtain testimonials from any Signatory, including testimonials on why Borrower needed the Loan and how the Loan has helped Borrower. Any photograph and testimonial will become and remain the sole property of Lender. Borrower, each Guarantor, and each Signatory grant Lender the irrevocable and permanent right to display and share any photograph and testimonial contemplated in this Section in all forms and media, including composite and modified representations, for all purposes, including but not limited to any trade or commercial purpose, whether shared with any of Lender’s employees or agents or with the general public. Lender may, but is not required to, use the name of any Borrower, Guarantor and Signatory in connection with any testimonial. Borrower, each Guarantor, and each Signatory waive the right to inspect or approve versions of any photograph or testimonial or the written copy or other media that may be used in connection with any of the foregoing. Borrower, each Guarantor, and each Signatory release Lender from any claims that now exist or may arise in the future regarding the use of any photograph or testimonial, including any claims of defamation, invasion of privacy or infringement of moral rights, rights of publicity or copyright.

(a) be payable on demand; (b) be added to the balance of the Loan and be apportioned among and be payable with any installment payments to become due during the remaining term of the Loan; or (c) be treated as a balloon payment that will be due and payable at the [Maturity Date]. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon an Event of Default.

18.BORROWER’S AND EACH SECURED GUARANTOR’S REPRESENTATIONS AND WARRANTIES; CERTAIN COVENANTS. Borrower and each Secured Guarantor represents and warrants that: (a) Borrower and each Secured Guarantor will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of its business and the Collateral, including without limitation any law relating to the use, sale, possession, cultivation, manufacture, distribution, or marketing of any controlled substances or other contraband (whether for commercial, medical, or personal purposes), or any law relating to the medicinal use or distribution of marijuana; (b) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property is that shown of the first page of this Agreement; (c) Borrower and each Secured Guarantor is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and Borrower and each Secured Guarantor is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business; (d) the true and correct legal name of the Borrower and each Secured Guarantor is set forth in the first page of this Agreement; (e) the aggregate ownership percentage of the Signatories is greater than or equal to fifty percent (50%) of the Borrower’s business; (f) the execution, delivery and performance of this Agreement, and any other document executed in connection herewith, are within Borrower’s and each Secured Guarantor’s powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s or any Secured Guarantor’s charter, operating agreement, bylaws or other constituting documents, or of any indenture, agreement or undertaking to which Borrower or any Secured Guarantor is a party; (g) all constituting documents and all amendments thereto of Borrower and each Secured Guarantor have been duly filed and are in proper order and any capital stock or other membership or equity interests issued by Borrower and each Secured Guarantor and outstanding was and is properly issued and all books and records of Borrower and each Secured Guarantor are accurate and up to date and will be so maintained; (h) Borrower and each Secured Guarantor (i) is not subject to any charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (ii) is in compliance with its charter, operating agreement, bylaws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect Borrower’s or any Secured Guarantor’s financial condition, business or prospects or the value of the Collateral, each taken individually and as a whole; (i) there is no action, suit, proceeding or investigation pending or, to Borrower’s or any Secured Guarantor’s or Signatory’s knowledge, threatened against or affecting it or any of Borrower’s or any Secured Guarantor’s assets before or by any court or other governmental authority which, if determined adversely to it, would have a material adverse effect on Borrower’s or any Secured Guarantor’s financial condition, business or prospects or the value of the Collateral, each taken individually and as a whole; (j) all information provided by Borrower and/or each Guarantor as part of the application process for the Loan was true and complete; (k) neither Borrower nor any Secured Guarantor intends to file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within six (6) months of the Effective Date; (l) neither Borrower nor any each Secured Guarantor is presently insolvent within the meaning of the UCC as well as the United States Bankruptcy Code and neither will become insolvent upon the making of the Loan; (m) Borrower and each Secured Guarantor shall maintain in full force and effect and in good standing all material rights, licenses and leases necessary to carry on its business, and all material permits, licenses, leases consents and approvals necessary for the construction, maintenance and operation of its business; (n) Borrower shall make all payments of interest and principal as and when due, and Borrower and each Guarantor shall keep and comply with all terms, conditions and provisions of this Agreement; (o) the proceeds of any Advance shall not be used for personal, family, household or agricultural purposes; (p) Borrower shall not use the proceeds of any Advance, directly or indirectly, in violation of any applicable law or regulation, including without limitation Regulations T, U or X of the Federal Reserve Board as from time to time in effect (and any successor regulation or official interpretation of such Board), or to purchase or carry any “margin stock”, as defined in Regulations U and X, or any “margin security”, “marginable OTC stock” or “foreign margin stock” within the meaning of Regulation T, U or X; and (q) Borrower and each Secured Guarantor shall not effect any material change in their ownership or organizational structure (acknowledging that any change in ownership shall be deemed material when ownership is closely held and any change that would be adverse to Lender or adversely affect the Loan shall be deemed material).

| Borrower: Cell Source, Inc. |

| --- | | Page 9 |

19.INTEREST AND FEES. Borrower shall pay in full the “Total Interest Expense” as set forth at the beginning of this Agreement and all other fees and costs set forth in this Agreement, including, without limitation, those set forth on Pages 1 and 2 of this Agreement. Borrower shall also pay the following fees:

A. “Origination Fee”: A one-time origination fee in the amount set forth at the beginning of this Agreement. Borrower agrees that this fee shall be immediately deducted from the proceeds of Borrower’s Loan prior to the Loan’s initial Advance.

B. “Returned Payment Fee”: A returned payment fee in the amount set forth in the beginning of this Agreement if any Loan payment processed on Borrower’s Loan is returned unpaid or dishonored for any reason.

C. “Late Fee”: A late fee in the amount set forth in the beginning of this Agreement if a scheduled Loan payment is not received by Lender as provided in the Payment Schedule set forth in the beginning of this Agreement.

D.Exit Fee: Upon the earlier to occur of (a) the date when full prepayment of the Loan occurs, (b) the Maturity Date or (c) the date on which the Loan has been accelerated following an Event of Default, Borrower shall pay to the Lender a fee of 3% of the original Loan Amount.

Payments made on the Loan by Borrower shall be applied and allocated between Loan principal, interest and fees in the manner set forth in Section 7.

21.ONLINE CUSTOMER PORTAL. When Borrower signs in with Borrower’s valid username and password at https://1workforce.com, Borrower may obtain information about the Loan, such as the outstanding balance, daily transactions and fees. No additional paper statement will be mailed to Borrower. Borrower shall not share Borrower’s username and password to https://1workforce.com with any third-party Person. The information provided through this online portal is provided as a convenience only for Borrower and Lender’s internal records will be determinative of information about the Loan, absent manifest error. To the extent there is a conflict between the Borrower’s online portal reference in this Section and Lender’s internal records, Lenter’s internal records will control.

| Borrower: Cell Source, Inc. |

| --- | | Page 10 |

23.FEES, EXPENSES AND COLLECTION COSTS. To the extent not prohibited by applicable law, Borrower shall pay to Lender on demand any and all fees, expenses and costs incurred by Lender in enforcing the terms of this Agreement or pursuing Lender’s remedies provided herein or under applicable law, including, but not limited to, collection costs, all attorneys’ fees and expenses, and all other expenses of like or unlike nature which may be expended by Lender to obtain or enforce payment of Obligations either as against Borrower, any Guarantor, or any other guarantor or surety of Borrower, or in the prosecution or defense of any action or concerning any matter arising out of or connected with the subject matter of this Agreement, the Obligations or the Collateral or any of Lender’s rights or interests therein or thereto, including, without limiting the generality of the foregoing, any attorneys’ fees or expenses incurred in any bankruptcy or insolvency proceedings and all costs and expenses (including search fees) incurred or paid by Lender in connection with the administration, supervision, protection or realization on the Collateral, whether such security was granted by Borrower, a Secured Guarantor, or by any other Person primarily or secondarily liable (with or without recourse) with respect to the Obligations, and all costs and expenses incurred by Lender in connection with the defense, settlement or satisfaction of any action, claim or demand asserted against Lender in connection therewith, which amounts shall be considered advances to protect Lender’s security, and shall be secured hereby. To the extent permitted by applicable law, all of the expenses and costs contemplated in this Section shall become a part of the Obligations and, at Lender’s option, shall: (a) be payable on demand; (b) be added to the balance of the Loan and be apportioned among and be payable with any installment payments to become due during the remaining term of the Loan; or (c) be treated as a balloon payment that will be due and payable at the Loan’s maturity. Such rights shall be in addition to all other rights and remedies to which Lender may be entitled upon an Event of Default.

25.TELEPHONE COMMUNICATIONS. Borrower and each Guarantor hereby expressly consents to receiving calls and messages, including auto-dialed and pre-recorded message calls and SMS messages (including text messages) from Lender, its affiliates, marketing partners, agents, representatives, and any others calling at Lender’s request or on its behalf, at any telephone numbers that Borrower and/or the Guarantors have provided or may provide in the future or otherwise in Lender’s possession (including any cellular or mobile telephone numbers). Borrower and each Guarantor agree that such communications may be initiated using an automated telephone dialing system. Borrower and each Guarantor agree that he, she or it is responsible for any fees or charges associated therewith from their wireless carrier.

| Borrower: Cell Source, Inc. |

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27.MERGERS, CONSOLIDATIONS OR SALES. No Borrower, Guarantor or any grantor of any Collateral shall (a) merge or consolidate with or into any other Person or (b) enter into any joint venture or partnership with any other Person.

28.CHANGE IN LEGAL STATUS. Without Lender’s consent, no Borrower or Secured Guarantor shall (a) change its name, its place of business or, if more than one, chief executive office, its mailing address, or organizational identification number if it has one, or (b) change its type of organization, jurisdiction of organization or other legal structure. If Borrower or any Secured Guarantor does not have an organizational identification number and later obtains one, Borrower or such Secured Guarantor, as applicable, shall promptly notify Lender of such taxpayer identification number.

29.DEFAULT. The occurrence of any one or more of the following events (each an “Event of Default”) shall constitute, without notice or demand, a default under this Agreement and all other agreements between Lender and Borrower, or any Guarantor or grantor of any Collateral, whether such agreements, instruments, or papers now exist or hereafter arise: (a) Lender is unable to collect any Automatic Payment Plan payment on two consecutive dates due and/or, Borrower fails to pay any Obligations on three (3) consecutive dates when payments are due daily or one (1) payment during any monthly period if payments are due and payable monthly; (b) Borrower fails to comply with, promptly, punctually and faithfully, to perform or observe any term, condition or promise within this Agreement; (c) the determination by Lender that any representation or warranty heretofore, now or hereafter made by Borrower or any Secured Guarantor to Lender, in any documents, instrument, agreement, application or paper was not true or accurate when given; (d) the occurrence of any event such that any indebtedness of Borrower owed to any lender other than Lender could potentially be accelerated, irrespective of whether such acceleration has taken place; (e) the occurrence of any event that would cause a “lien creditor”, as that term is defined in Section 9a−102 of the UCC (other than Lender) to obtain higher priority in any of the Collateral over Lender’s security interest created by this Agreement; (f) a filing against or relating to Borrower (unless consented to in writing by Lender) of (i) a federal tax lien in favor of the United States of America or any political subdivision of the United States of America, or (ii) a state tax lien in favor of any state of the United States of America or any political subdivision of any such state; (g) the occurrence of any event of default under any other agreement between Lender and Borrower, whether such agreement, instrument, or paper now exists or hereafter arises (notwithstanding that Lender may not have exercised its rights upon default under any such other agreement, instrument or paper); (h) any act by, against, or relating to Borrower or Guarantor, or any of their property or assets, whereby such act constitutes the application for, consent to, or sufferance of the appointment of a receiver, trustee or other person, pursuant to court action or otherwise, over all, or any part of any of the Collateral; (i) the granting of any trust mortgage or execution of an assignment for the benefit of the creditors of Borrower or any Guarantor, or the occurrence of any other voluntary or involuntary liquidation or extension of debt agreement for Borrower or any Guarantor; (j) the failure by Borrower or any Guarantor to generally pay the debts of Borrower or Guarantor as they mature; (k) adjudication of bankruptcy or insolvency relative to Borrower or any Guarantor; (l) the entry of an order for relief or similar order with respect to Borrower or any Guarantor in any proceeding pursuant to Title 11 of the United States Code entitled “Bankruptcy” (the “Bankruptcy Code”) or any other federal bankruptcy law; (m) the filing of any complaint, application or petition by or against Borrower or any Guarantor initiating any matter in which Borrower or any Guarantor is or may be granted any relief from the debts of Borrower or any Guarantor pursuant to the Bankruptcy Code or any other insolvency statute or procedure; (n) the calling or sufferance of a meeting of creditors of Borrower or any Guarantor; (o) the meeting by Borrower or any Guarantor with a formal or informal creditor’s committee; (p) the offering by or entering into by Borrower or any Guarantor of any composition, extension or any other arrangement seeking relief or extension for the debts of Borrower, or the initiation of any other judicial or non-judicial proceeding or agreement by, against or including Borrower or any Guarantor that seeks or intends to accomplish a reorganization or arrangement with creditors; (q) the entry of any judgment against Borrower, which judgment is not satisfied or appealed from (with execution or similar process stayed) within 15 days of its entry; (r) the occurrence of any event or circumstance with respect to Borrower or any Guarantor or grantor of Collateral such that Lender shall believe in good faith that the prospect of payment of all or any part of the Obligations or the performance by Borrower under this Agreement or any other agreement between Lender and Borrower is impaired or there shall occur any material adverse change in the business or financial condition of Borrower (such event specifically includes, but is not limited to, taking additional financing from a credit card advance, cash advance company or an additional working capital loan without the prior written consent of Lender); (s) the entry of any court order that eMAoins, restrains or in any way prevents Borrower from conducting all or any part of its business affairs in the ordinary course of business; (t) the occurrence of any uninsured loss, theft, damage or destruction to any material asset(s) of Borrower or any Secured Guarantor; (u) any act by or against, or relating to Borrower, a Secured Guarantor or any of their assets pursuant to which any creditor of Borrower or a Secured Guarantor seeks to reclaim or repossess or reclaims or repossesses all or a portion of Borrower’s or a Secured Guarantor’s assets; (v) the termination of existence, dissolution or liquidation of Borrower or any Secured Guarantor or the ceasing to carry on actively any substantial part of Borrower’s or any Secured Guarantor’s current business; (w) this Agreement shall, at any time after its execution and delivery and for any reason, cease to be in full force and effect or shall be declared null and void, or the validity or enforceability hereof shall be contested by Borrower or any Guarantor denies it has any further liability or obligation hereunder; (x) any guarantor or person signing a support agreement in favor of Lender (including without limit the Guarantor(s) and the Guaranty) shall repudiate, purport to revoke or fail to perform his, her, or its obligations under his, her or its guaranty or support agreement in favor of Lender, or any such guarantor either die or dissolve (as applicable); (y) any material change occurs in Borrower’s or any Secured Guarantor’s ownership or organizational structure (acknowledging that any change in ownership will be deemed material when ownership is closely held); (z) if Borrower or any Guarantor or grantor of Collateral is a sole proprietorship, the owner dies; if Borrower or any Guarantor or grantor of Collateral is a trust, a trustor dies; if Borrower or any Guarantor or grantor of Collateral is a partnership, any general or managing partner dies or dissolves; if Borrower or any Guarantor or grantor of Collateral is a corporation, any principal officer or 10% or greater shareholder dies; if Borrower or any Guarantor or grantor of Collateral is a limited liability company, any managing member dies or dissolves; if Borrower or any Guarantor or grantor of Collateral is any other form of business entity, any Person(s) directly or indirectly controlling 10% or more of the ownership interests of such entity dies or dissolves; (aa) Borrower terminates the Authorization Agreement in accordance with its terms and another agreement is not immediately and in no less than two (2) days put in place in a form and substance satisfactory to Lender.

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30.RIGHTS AND REMEDIES UPON DEFAULT. Unless prohibited by applicable law, if an Event of Default occurs under this Agreement, then at any time thereafter, Lender may exercise any one or more of the following rights and remedies:

A. Refrain from Disbursing Loan Proceeds: Refrain from making an Advance of Borrower’s Loan proceeds to the Designated Checking Account.

C. Accelerate Indebtedness: Declare the entire Obligations immediately due and payable, without notice to Borrower.

31.CONSENT TO JURISDICTION AND VENUE. Borrower, each Guarantor and Lender each consent to and agree that venue for all actions arising from or related to this Agreement or the Loan shall be in the District Court in and for Suffolk County, State of New York. The parties hereto waive any objection which either may have based on lack of jurisdiction or improper venue or forum non conveniens to any suit or proceeding instituted by either party under this Agreement in any state or federal court with jurisdiction over Suffolk County, State of New York, and consent to the granting of such legal or equitable relief as is deemed appropriate by such court.

32.NO WAIVER BY LENDER. No delay or omission on the part of Lender in exercising any rights under this Agreement, any related guaranty (including without limit the Guaranty) or applicable law shall operate as a waiver of such right or any other right. Waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All Lender’s rights and remedies, whether evidenced hereby or by any other agreement, instrument or paper, shall be cumulative and may be exercised singularly or concurrently.

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33.ASSIGNMENT. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties hereto; provided, however, that Borrower and each Guarantor may not assign this Agreement or any rights or duties hereunder without Lender’s prior written consent and any such assignment without Lender’s written consent shall be absolutely null and void. Lender’s consent to an assignment by Borrower shall not release Borrower from its Obligations. Lender may assign this Agreement and its rights and duties hereunder and no consent or approval by Borrower is required in connection with any such assignment. Lender reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in Lender’s rights and benefits hereunder. In connection with any assignment or participation, Lender may disclose all documents and information that Lender now or hereafter may have relating to Borrower or Borrower’s business. To the extent that Lender assigns its rights and obligations hereunder to another party, Lender thereafter shall be released from such assigned obligations to Borrower and such assignment shall affect a novation between Borrower and such other party. CASH VILLAGE HOLDINGS LLC (in its capacity as Servicer) or a successor servicer (if any) shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain at one of its offices in the United States a copy of each assignment agreement delivered to it with respect to this Loan and a register for the recordation of the name of each assignee of this Loan, and principal and interest amount of this Loan owing to, such assignee pursuant to the terms hereof. The entries in such register shall be conclusive, and Borrower, Lender and each such assignee may treat each person whose name is recorded therein pursuant to the terms hereof as a “Lender” hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The register maintained for this Loan shall be available for inspection by Borrower and any such assignee of this Loan, at any reasonable time upon reasonable prior notice to CASH VILLAGE HOLDINGS LLC (in its capacity as Servicer) or the applicable successor servicer (if any). This Section shall be construed so that this Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related Treasury regulations (or any other relevant or successor provisions of the Internal Revenue Code or of such Treasury regulations).

34.INTERPRETATION. Paragraph and section headings used in this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Lender or Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties hereto, having had the opportunity to consult legal counsel, and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto.

35.SEVERABILITY. If one or more provisions of this Agreement (or the application thereof) is determined invalid, illegal or unenforceable in any respect in any jurisdiction, the same shall not invalidate or render illegal or unenforceable such provision (or its application) in any other jurisdiction or any other provision of this Agreement (or its application).

38.GOVERNING LAW. The relationship between Borrower, Lender and any Guarantor, and any claim, dispute or controversy (whether in contract, tort, or otherwise) at any time arising from or relating to this Agreement is governed by, and this Agreement will be construed in accordance with the laws of the State of New York without regard to internal principles of conflict of laws. The legality, enforceability and interpretation of this Agreement and the amounts contracted for, charged and reserved under this Agreement will be governed by such laws. Borrower understands and agrees that (a) Lender is located in New York, (b) Lender makes all credit decisions from Lender’s office in New York, (c) the Loan is made in New York (that is, no binding contract will be formed until Lender receives and accepts Borrower’s signed Agreement in New York) and (d) Borrower’s payments are not accepted until received by Lender in New York. Parties agree that whenever Torah law requires, a Heter Iska should govern. Heter Iska documents are available upon request, at Business Halacha Institute 1937 Ocean Ave. Brooklyn NY 11230.

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39.WAIVER OF NOTICES AND OTHER TERMS. Except for any notices provided for in this Agreement, Borrower and any person who has obligations pursuant to this Agreement (e.g., each Guarantor), to the extent not prohibited by applicable law, hereby waives demand, notice of nonpayment, notice of intention to accelerate, notice of acceleration, presentment, protest, notice of dishonor and notice of protest. To the extent permitted by applicable law, Borrower, each Guarantor, and any other Person who has obligations pursuant to this Agreement also agrees to the following: (a) Lender is not required to file suit or show diligence in collecting the Obligations against Borrower, any Guarantor or any other Person who has obligations pursuant to this Agreement, and Lender is not required to proceed against any specific Collateral at any specific time; (b) Lender may, but shall not be obligated to, substitute, exchange or release any Collateral; (c) Lender may release any Collateral, or fail to realize upon or perfect Lender’s security interest in any Collateral; (d) Lender may, but will not be obligated to, sue one or more Persons without joining or suing others; and (e) Lender may modify, renew, or extend this Agreement (repeatedly and for any length of time) without notice to or approval by any Person who has obligations pursuant to this Agreement (other than the party with whom the modification, renewal or extension is made). In connection with such amendment, modification or renewal, Lender may require that Borrower and Guarantor each execute an Amendment and Modification Agreement to the Business Loan and Security Agreement, in the form to be provided by Lender.

41.JURY TRIAL WAIVER AND CLASS ACTION WAIVER. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWER, EACH GUARANTOR AND LENDER WAIVETHEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO THE AGREEMENT AND ALL OTHER DOCUMENTATIONEVIDENCING THE OBLIGATIONS, IN ANY LEGAL ACTION OR PROCEEDING. ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY COURT SITTING WITHOUTA JURY. IF PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES THE RIGHT TO LITIGATE IN ANY COURT PROCEEDING ANY CLAIM BY EITHER PARTY AGAINSTTHE OTHER PARTY RELATED TO THIS AGREEMENT OR THE LOAN AS A CLASS ACTION, EITHER AS A MEMBER OF A CLASS OR AS A REPRESENTATIVE, OR TOACT AS A PRIVATE ATTORNEY IN GENERAL. THIS PROVISION SHALL SURVIVE ANY TERMINATION, AMENDMENT OR EXPIRATION OF THIS AGREEMENT OR THELOAN, OR ANY OTHER RELATIONSHIP BETWEEN THE PARTIES.

42.CONFIDENTIALITY. Borrower and each Guarantor shall not make, publish or otherwise disseminate in any manner a copy of this Agreement or make any public statement or description of the terms of this Agreement, except to (a) Borrower’s or any Guarantor’s subsidiaries or affiliates, or potential investors in Lender or Lender’s subsidiaries, affiliates or related funds, and their respective employees, directors, agents, attorneys, accountants and other professional advisors (collectively, “Representatives”); (b) to prospective transferees, assignees, credit providers or purchasers of Lender’s interests under or in connection with this Agreement or any transactions contemplated hereby; (c) as required by law, regulation, subpoena, or other order; (d) to Lender’s, Guarantor’s, Borrower’s or Lender’s, Guarantor’s or Borrower’s subsidiaries or affiliates regulators or as otherwise required or requested in connection with Lender’s, Guarantor’s, Borrower’s or any subsidiary of Borrower’s financial examination or audit; (e) in connection with the exercise of remedies under the Agreement or any action or proceeding relating to this Agreement or the enforcement of rights hereunder or thereunder; and (f) to third-party service providers of Lender.

43.ENTIRE AGREEMENT. This Agreement is the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or verbal communications or instruments relating thereto.

44.COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one (1) instrument. In proving this Agreement, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. All parties to this Agreement agree that Lender may (but shall have no obligation to) accept any signature, contract formation or record-keeping through electronic means, which shall have the same legal validity and enforceability as manual or paper-based methods, to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York Uniform Electronic Transactions Act, or any similar state law based on the Uniform Electronic Transactions Act. Signatures and/or initials made through DocuSign or similar technologies shall be deemed of acceptable form for manifesting such party’s affirmative assent.

45.CUSTOMER SERVICE CONTACT INFORMATION. If you have questions or comments about your Loan, you may contact us at the address on the first page of this Agreement.

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46.GRANT OF LICENSE TO USE 1WORKFORCE PLATFORM. Subject to Borrower’s compliance with this Agreement and the Terms of Use for the 1Workforce Platform, Lender grants Borrower a nonexclusive, revocable, non-transferable, non-sublicensable, limited and royalty-free license to use the 1Workforce Platform (the “License”). The License is effective solely for so long as any portion of the Loan is outstanding and remaining due, and so long as an Event of Default has not occurred. The License is personal to Borrower, and no rights hereunder may be transferred or assigned by Borrower to any Person without Lender’s express written consent. Lender may terminate the License in its sole discretion without notice to Borrower or any other Person at any time after an Event of Default has occurred.

47.THE GUARANTY. Each Guarantor, including each Secured Guarantor, personally, jointly and severally (if more than one), absolutely and unconditionally guarantee the prompt payment and performance to Lender (including its successors and assignees) of any and all Obligations incurred by Borrower (the “Guaranty”). Each Guarantor shall repay the Obligations on Lender’s demand, without requiring Lender to first to enforce or pursue of the Obligations payment against Borrower or any specific Guarantor if more than one. The Guaranty is a guarantee of payment and not of collection. The Guaranty is an absolute, unconditional, primary, and continuing obligation for each Guarantor, and will remain in full force and effect until the first to occur of the following: all of the Obligations have been indefeasibly paid and performed in full, and Lender has expressly terminated this Guaranty writing. Each Guarantor represents and warrants that (a) it is a legal resident of the United States of America, or if a non-natural Person an entity formed, incorporated or organized in the United States of America, and (b) neither Borrower, nor itself individually as Guarantor, intends to file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within 6 months of the date hereof. Each Guarantor waives all notices to which the Guarantor might otherwise be entitled to by applicable law, and each Guarantor also waives all defenses, legal or equitable, otherwise available to such Guarantor. This Guaranty shall be construed in accordance with the laws of the State of New York, and shall inure to the benefit of Lender, its successors and assigns. In accordance with Section 41 and to the extent not prohibited by applicable law, each of the undersigned Guarantors waives its right to a trial by jury of any claim or cause of action based upon, arising out of or related to this Guaranty, the Agreement and all other documentation evidencing the Obligations, in any and all legal actions or proceedings. For each Guarantor that resides in a community property state, including, without limitation Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin, or as otherwise requested by Lender, the spouse of such Guarantor shall execute and agree to the Spousal Consent to Loan, attached as Exhibit B. So long as any of the Obligations remain unpaid or undischarged or Lender has any obligation to make the Loan, (i) Guarantor will not, by paying any sum recoverable hereunder (whether or not demanded by Lender) or by any means or on any other ground, claim any set off or counterclaim against Borrower in respect of any liability of Guarantor to Borrower, or (ii) in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Lender in respect of any payment hereunder, or be entitled to have the benefit of, any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations which, now or hereafter, Lender may hold or in which it may have any share. Each Guarantor hereby expressly waives any right of contribution or reimbursement from or indemnity against Borrower or any other guarantor, whether at law or in equity, arising from any payments made by any Guarantor, and each Guarantor acknowledges that each Guarantor has no right whatsoever to proceed against Borrower or any other guarantor for reimbursement of any such payments for so long as any of the Obligations remain unpaid or undischarged or Lender has any obligation to make the Loan. In the event any Guarantor shall receive any payment under or on account of such rights while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender, to be paid over to Lender on account of the Obligations but without reducing or affecting in any manner the liability of Guarantor under the provisions of this Agreement, except to the extent the principal amount or other portion of such outstanding Obligations shall have been reduced by such payment.

49.CONFESSIONS OF JUDGMENT. Borrower and Guarantor(s) shall, upon execution of this Agreement, deliver to Lender an executed stipulation and confession of judgment (“Stipulation and Confession of Judgment”) in favor of Lender in the amount of the Total Repayment Amount of the Loan. Upon the occurrence of an Event of Default, Borrower and each Guarantor consent to the filing of the Stipulation and Confession of Judgment in any court in the State of New York, and Borrower and each Guarantor further consent to the entering, docketing, or domestication of any such judgment arising from or related to the Stipulation and Confession of Judgment in any court in the State of New York or any other court (state or federal) for the purpose of collecting any such judgment.

50.PATRIOT Act. To the undersigned’s knowledge, neither Borrower nor any Guarantor nor any of its respective constituents or affiliates, is in violation of any laws relating to terrorism or money laundering, including without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (as the same has been, or may hereafter be, renewed, extended, amended or replaced, the “ExecutiveOrder”)’ and the Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107 56, as the same has been, or may hereafter be renewed, extended, amended or replaced, the “PATRIOT Act”). As used herein, “Anti-TerrorismLaws” means any laws relating to terrorism or money laundering, including the Executive Order, the PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing laws may from time to time be renewed, extended, amended, or replaced).

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AUTHORIZATIONAGREEMENT FOR DIRECT DEPOSIT (ACH CREDIT) AND DIRECT PAYMENTS (ACH DEBIT)

ThisAuthorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits) (“Authorization Agreement”) is partof (and incorporated by reference into) the Business Loan and Security Agreement (“Loan Agreement”). Borrower should keep thisimportant legal document for Borrower’s records. Capitalized terms not otherwise defined herein shall have the same meaning as definedin the Loan Agreement.

AUTOMATICPAYMENT PLAN. Enrollment in Lender’s Automatic Payment Plan (defined below) is required for Loan approval. By executing this Authorization Agreement, Borrower agrees to, and hereby, enrolls in an automatic payment plan and authorizes Lender to collect payments required under the terms of the Loan Agreement by initiating ACH debit entries to the Designated Checking Account in the amounts and on the dates provided in the Payment Schedule set forth in the attached Exhibit A (the “Automatic Payment Plan”). Borrower authorizes Lender to increase the amount of any scheduled ACH debit entry or assess multiple ACH debits in an amount equal to the total amount of previously scheduled payment(s) (as scheduled in the Payment Schedule) that was not paid inclusive of any and all unpaid Fees. This authorization is to remain in full force and effect until Lender has received written notification from Borrower of its termination of this Authorization Agreement in such time and in such manner as to afford Lender and Borrower’s depository bank a reasonable opportunity to act on it, which in no event will be less than five (5) Business Days. Lender may suspend or terminate Borrower’s enrollment in the Automatic Payment Plan immediately if Borrower fails to keep Borrower’s Designated Checking Account in good standing or if there are insufficient funds in Borrower’s Designated Checking Account to process any payment (or if Lender is otherwise unable to collect any amounts by ACH debit owed to Lender under the Loan or under any other loan or extension of credit by Lender to Borrower). If Borrower revokes the authorizationcontemplated in this Authorization Agreement or Lender suspends or terminates Borrower’s enrollment in the Automatic Payment Plan, thenBorrower shall still be responsible for making timely payments of the Loan pursuant to the alternative payment methods described in Section6 of the Loan Agreement.

ACCOUNTCHANGES. Borrower shall promptly notify Lender in writing if there are any changes to the account and routing numbers of the Designated Checking Account.

**MISCELLANEOUS.**Lender is not responsible for any fees charged by Borrower’s bank as the result of credits or debits initiated under the Loan Agreement or this Authorization Agreement. The origination of ACH transactions to Borrower’s account shall comply with the provisions of the laws of the State of New York. Borrower agrees to be bound by NACHA rules of the Electronic Payments Association. Borrower shall provide Lender at all times, real time, view only access to any and all banking, accounting and inventory systems of Borrower, in each case in a form and substance.

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ExhibitA

AUTHORIZATION AGREEMENT FOR DIRECT DEPOSIT (ACH CREDIT) AND DIRECT PAYMENTS (ACH DEBIT)

The following bank accounts are subject to the Authorization Agreement:

Bank<br> Account:
Bank<br> Name	TD Bank
Bank<br> City and State:	224 W 57 NYC
Legal<br> Title of Account:	Cell Source Inc.
Bank<br> ABA#:	026013673
Account<br> Number:	4313121115
Type<br> of Account:	checking
Bank<br> Account:
---
Bank<br> Name
Bank<br> City and State:
Legal<br> Title of Account:
Bank<br> ABA#:
Account<br> Number:
Type<br> of Account:
Bank<br> Account:
---
Bank<br> Name
Bank<br> City and State:
Legal<br> Title of Account:
Bank<br> ABA#:
Account<br> Number:
Type<br> of Account:
Signature<br> of Authorized Officer of Borrower	Date
---	---
Printed Name of Signer	Title<br> of Signer
Signature<br> of Authorized Officer of Borrower	Date
Printed<br> Name of Signer	Title<br> of Signer
Tax<br> ID of Borrower

| Borrower: Cell Source, Inc. |

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SignaturePage

Borrower:
Signature<br> of Authorized Officer of Borrower	Date
Dennis<br> Mayer Brown	Managing<br> Member
Printed<br> Name of Signer	Title<br> of Signer
Signature<br> of Authorized Officer of Borrower	Date
Printed<br> Name of Signer	Title<br> of Signer
Tax<br> ID of Borrower
Guarantor:	****
Signature<br> of Guarantor, individually	Date
Dennis<br> Mayer Brown
Printed<br> Name of Signer
Signature<br> of Guarantor, individually	Date
Printed<br> Name of Signer
Secured Guarantor:	****
Signature<br> of Authorized Officer of Borrower	Date
Dennis<br> Mayer Brown	Managing<br> Member
Printed<br> Name of Signer	Title<br> of Signer
Signature<br> of Authorized Officer of Borrower	Date
Printed<br> Name of Signer	Title<br> of Signer
Tax<br> ID of Borrower

| Borrower: Cell Source, Inc. |

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For Lenders Use Only: This Agreement has been received and accepted by Lender in New York after being signed by Borrower and any Guarantor(s) (including any Secured Guarantor(s)).

Lender:
Signature<br> of Authorized Officer of Lender	Date
	of Cash Village Holdings LLC
Printed<br> Name of Signer	Title<br> of Signer

| Borrower: Cell Source, Inc. |

| --- | | Page 20 |

EXHIBIT31.1

CERTIFICATIONOF CHIEF EXECUTIVE OFFICER

PURSUANTTO SECTION 302 OF THE

SARBANES-OXLEYACT OF 2002

I, Itamar Shimrat, certify that:

1. I have reviewed this report on Form 10-K 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<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
b)	designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
c)	evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d)	disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> 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<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
b)	any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Dated:<br> April 6, 2026	By:	/s/ Itamar Shimrat
---	---	---
		Itamar<br> Shimrat
		Chief<br> Executive Officer and Chief
		Financial<br> Officer
		(Principal<br> Executive, Financial and
		Accounting<br> Officer)

Exhibit32.1

CERTIFICATIONOF CHIEF EXECUTIVE OFFICER

PURSUANTTO 18 U.S.C. SECTION 1350

AS ADOPTEDPURSUANT TO

SECTION 906OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Cell Source, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Itamar Shimrat, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 6, 2026	By:	/s/ Itamar Shimrat
---	---	---
		Itamar Shimrat
		Chief Executive Officer and Chief
		Financial Officer (Principal Executive,
		Financial and Accounting Officer)