SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 26, 2015
CELL SOURCE, INC.
(Exact name of registrant as specified in
| (State or Other Jurisdiction of Incorporation)
|| (Commission File Number)
||(I.R.S. Employer Identification Number)|
65 Yigal Alon Street
Tel Aviv Israel 67433
(Address of principal executive offices)
011 972 3 562-1755
(Registrant’s telephone number, including
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
|¨||Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
|¨||Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
|¨||Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
|¨||Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 3.02 Unregistered Sales of Equity Securities.
On March 26, 2015,
Cell Source, Inc (the “Company”) issued and sold to two accredited investors (the “Purchasers”), two promissory
notes in the aggregate principal amount of $500,000 (the “Promissory Notes”) and two Warrants to purchase common stock,
par value $0.001 per share (the “Common Stock”), of the Company (the “Warrants”). The gross proceeds for
the sale of the Promissory Notes and the Warrants was $500,000.
The principal amount
on the Promissory Notes is due on March 26, 2016. The Promissory Notes are non-interest bearing, and they are not convertible into
securities of the Company. The Promissory Notes may be prepaid in whole or in part at the option of the Company. They must be prepaid
in whole, however, via a mandatory prepayment term, from the proceeds of any closing after the issuance date, of any offering or
offerings pursuant to which the Company receives an aggregate gross proceeds greater than or equal to $3,000,000.
Each Warrant entitles
the applicable Purchaser to purchase 250,000 shares of Common Stock (the “Warrant Shares”) at a purchase price of $0.75
per share (the “Warrant Price”). The number of Warrant Shares to be so issued and the Warrant Price are subject to
adjustment as provided in the Warrants. The right to exercise each Warrant, in whole or in part, shall continue until 5:30p.m.
Eastern Time on March 26, 2019 (the “Warrant Expiration Date”). Prior to the Expiration Date, the Company shall have
the option, subject to the conditions in each Warrant, to redeem all of the warrants then outstanding upon note less than thirty
(30) days’ nor more than (60) days’ notice to the applicable Purchaser, at a redemption price of $0.01 per share, subject
to the conditions that: (i) there is an effective registration statement covering the resale of the underlying shares of Common
Stock and (ii) the Common Stock has traded for twenty (20) consecutive days with a closing price of at least $2.50 per share with
an average trading volume of 100,000 shares per day.
In connection with
the sale of the Promissory Notes and the Warrants, the Company relied upon the exemption from registration provided by Section
4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
The foregoing description
of the Promissory Notes and the Warrants does not purport to be complete and is qualified in its entirety by reference to the complete
text of the form of Promissory Notes and form of Warrants filed as Exhibit 10.1 and Exhibit 10.2, respectively, hereto, which are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
||Form of Promissory Notes|
||Form of Warrants|
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
||CELL SOURCE, INC.
|Dated: April 1, 2015
||/s/ Itamar Shimrat
||Name: Itamar Shimrat
||Title: Chief Executive Officer