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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2014
CELL SOURCE, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 32-0379665
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2620 Regatta Drive, Suite 102
Las Vegas, NV 89128
(Address of principal executive offices) (Zip code)
1-888-970-9463
(Registrant's telephone number including area code)
Ticket to See, Inc.
(Former Name)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
DFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the
Exchange Act (17 CFR 240.13e-4(c))
CURRENT REPORT ON FORM 8-K
CELL SOURCE, INC.
ITEM 1.01 ENTRY INTO A MATERIAL CONTRACT
On June 27, 2014, the Company entered into consulting agreements with two
consultants, who had provided services for management consulting and strategic
advisory services, a form of which is attached hereto as Exhibit 10.1. In
consideration of services rendered to the Company, the consultants shall receive
compensation each in the form of a warrant to purchase an aggregate of 2,000,000
shares of common stock, at an exercise price per share of $.75, which expires on
June 27, 2019. The consulting agreements shall be terminated upon the Company's
issuance of such warrants.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On June 27, 2014, the Company issued warrants to purchase an aggregate of
2,000,000 shares of common stock to consultants in exchange for consulting
services previously rendered to the Company, pursuant to the consulting
agreements described in Item 1.01. A form of the warrant is attached hereto as
Exhibit 10.2. The warrants allow the holders to purchase common stock at an
exercise price per share of $.75. The warrants expire on June 27, 2019. The
warrants and the underlying common stock was not registered under the Securities
Act of 1933, as amended (the "Securities Act"), or the securities laws of any
state, and were issued in reliance on the exemption from registration afforded
by Section 4(a)(2) under the Securities Act and corresponding provisions of
state securities laws. Such securities may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements and certificates evidencing such shares contain a legend stating
the same.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this
current report.
Exhibit No. Description
----------- -----------
10.1 Form of Consulting Agreement
10.2 Form of Warrant
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: June 30, 2014 CELL SOURCE, INC.
By: /s/ Aidan Buckley
-------------------------------------
President
