CLCS / Cell Source, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 Cell Source, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55413 Cell Source, Inc. (Exact name of reg

SECURITIES PURCHASE AGREEMENT

Exhibit 10.91 SECURITIES PURCHASE 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 se

REGISTRATION RIGHTS AGREEMENT December 17, 2025

Exhibit 10.94 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 c

NOTE PURCHASE AGREEMENT

EXHIBIT 10.80 NOTE PURCHASE AGREEMENT THIS NOTE 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 a

SECURED CONVERTIBLE PROMISSORY NOTE

EXHIBIT 10.81 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE 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 ISSUE PRICE OF THIS NOTE IS $66,080.00 THE ORIGINAL ISSUE DISCOUNT IS $10,080.00

EXHIBIT 10.79 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

CELL SOURCE, INC. ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

EXHIBIT 10.87 CELL SOURCE, 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 FOR VALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the order of Honey Kamenetsky Investment ULC (t

Amendment No. 3 to 10% Convertible Note

Exhibit 10.68(c) Amendment No. 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 10th 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

Amendment No. 6 to Third Amended and Restated 10% Convertible Note

Exhibit 10.64(f) Amendment No. 6 to Third Amended 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 28th day of October 2024. WHEREAS, the Company has previously issued to the Lender an 8% Convertible Note effective Octobe

CELL SOURCE, INC. ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

EXHIBIT 10.84 CELL SOURCE, INC. ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE Original Issue Date: July 7, 2025 Subscription Amount: $37,500 Maturity Date: January 7, 2026, subject to mandatory prepayments Original Issue Discount: $9,375 Original Principal Amount: $46,875 FOR VALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the order of

Amendment No. 4 to 10% Convertible Note

Exhibit 10.68(d) Amendment No. 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 10th 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

If you have any questions, please call us at 385-444-7518 (we have support available Monday - Friday 9am - 6pm ET) or email [email protected].

Exhibit 10.78 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, “Authorization Agreement”), as amended, modified or restated (collectively the “Agreement”) governs your business loan (“Loan”) made by the

CELL SOURCE, INC. ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

EXHIBIT 10.83 CELL SOURCE, 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 FOR VALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the order of Darlene Soave Revocable Trus

CELL SOURCE, INC. ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

EXHIBIT 10.85 CELL SOURCE, 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 FOR VALUE 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

SECURITY AGREEMENT

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 “Secured Party”). WHEREAS, on the date hereof, the Grantor has issued its Secured Convertible Promissory Note (the “Note”) to the Secured Party pursuant to

CELL SOURCE, INC. ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

EXHIBIT 10.88 CELL SOURCE, 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 FOR VALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the order of Helen Samuel Investment ULC (th

** PLEASE READ CAREFULLY **

Exhibit 10.95 ** 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

WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE

Exhibit 10.93 WARRANT NO. Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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

Amendment No. 5 to Third Amended and Restated 10% Convertible Note

Exhibit 10.64(e) Amendment No. 5 to Third Amended 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 10th day of April 2024. WHEREAS, the Company has previously issued to the Lender an 8% Convertible Note effective October

CELL SOURCE, INC. ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

EXHIBIT 10.86 CELL SOURCE, INC. ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE Original Issue Date: July 7, 2025 Subscription Amount: $150,000 Maturity Date: January 7, 2026 Original Issue Discount: $37,500 Original Principal Amount: $187,500 FOR VALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the order of Phyllis Friedman Investment ULC

WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE

EXHIBIT 10.90 WARRANT NO. Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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

20.0% OID CONVERTIBLE PROMISSORY NOTE

Exhibit 10.92 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 REGI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-55413 CELL SOURCE, INC. (Exact name of registrant as specified in its c

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 26, 2025 Cell Source, Inc. (

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 26, 2025 Cell Source, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55413 32-0379665 (State or other jurisdiction of incorporation) (Commission File Numb

June 27, 2025

Exhibit 16.1 June 27, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Cell Source, Inc. under Item 4.01 of its Form 8-K dated June 26, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Cell Source, Inc. contained therein. V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2022 Estimated average burden hours per response 2.50 SEC FILE NUMBER 000-55413 CUSIP NUMBER 15114L104 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2

Common Stock Purchase Agreement, dated as of August 20, 2024, between Cell Source, Inc. and the investors identified therein.

EXHIBIT 10.73 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the “Agreement”) is made as of this 20th day of August, 2024 by and among Cell Source, Inc., a Delaware corporation (the “Company”), and David Zolty Investment ULC, a Canadian Unlimited Liability Corporation, Solomon Zolty Investment ULC, a Canadian Unlimited Liability Corporation, Honey Kamenetsky Investment ULC, a Canadian Unl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 Cell Source, Inc. (

Amendment No. 3 to Veto Cell Production and Clinical Trial Program Agreement, dated as of May 1, 2023, between Cell Source Limited and the University of Texas M.D. Cancer Center.

Exhibit 10.71 AMENDMENT No. 3 TO VETO CELL PRODUCTION AND CLINICAL TRIAL PROGRAM AGREEMENT This Amendment No. 3 to the Veto Cell Production and Clinical Trial Program Agreement (“Amendment”) is made and entered into as of May 1, 2023 by and between Cell Source Limited (“Cell Source”) and The University of Texas M.D. Anderson Cancer Center (“MD Anderson”), a member institution of The University of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 Cell Source, Inc. (Exact

Amendment No. 2 to Veto Cell Production and Clinical Trial Program Agreement, dated as of August 7, 2019, between Cell Source Limited and the University of Texas M.D. Cancer Center.

EXHIBIT 10.70 AMENDMENT No. 2 TO VETO CELL PRODUCTION AND CLINICAL TRIAL PROGRAM AGREEMENT This Amendment No. 2 to the Veto Cell Production and Clinical Trial Program Agreement (“Amendment”) is made and entered into as of August 7, 2019 by and between Cell Source Limited (“Cell Source”) and The University of Texas M.D. Anderson Cancer Center (“MD Anderson”), a member institution of The University

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2022 Estimated average burden hours per response 2.50 SEC FILE NUMBER 000-55413 CUSIP NUMBER 15114L104 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 Cell Source, Inc. (Exac

Original Issue Discount Note issued to David Zolty Investment ULC

Exhibit 10.70 CELL SOURCE, INC. ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE Original Issue Date: May 22, 2024 Subscription Amount: $31,250 Maturity Date: November 22, 2024, subject to mandatory prepayments Original Issue Discount: $6,250 Original Principal Amount: $37,500 FOR VALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the order o

Original Issue Discount Note issued to Honey Kamenetsky Investment ULC

Exhibit 10.73 CELL SOURCE, INC. ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE Original Issue Date: May 22, 2024 Subscription Amount: $31,250 Maturity Date: November 22, 2024, subject to mandatory prepayments Original Issue Discount: $6,250 Original Principal Amount: $37,500 FOR VALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the order o

Original Issue Discount Note issued to Solomon Zolty Investment ULC

Exhibit 10.71 CELL SOURCE, INC. ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE Original Issue Date: May 22, 2024 Subscription Amount: $31,250 Maturity Date: November 22, 2024, subject to mandatory prepayments Original Issue Discount: $6,250 Original Principal Amount: $37,500 FOR VALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the order o

Original Issue Discount Note issued to Darlene Soave Revocable Trust

Exhibit 10.69 CELL SOURCE, INC. ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE Original Issue Date: May 22, 2024 Subscription Amount: $250,000 Maturity Date: November 22, 2024, subject to mandatory prepayments Original Issue Discount: $50,000 Original Principal Amount: $300,000 FOR VALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the orde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55413 Cell Source, Inc. (Exact name of reg

Original Issue Discount Note issued to Phyllis Friedman Investment ULC

Exhibit 10.72 CELL SOURCE, INC. ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE Original Issue Date: May 22, 2024 Subscription Amount: $125,000 Maturity Date: November 22, 2024, subject to mandatory prepayments Original Issue Discount: $25,000 Original Principal Amount: $150,000 FOR VALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the orde

Original Issue Discount Note issued to Helen Samuels Investment ULC

Exhibit 10.74 CELL SOURCE, INC. ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE Original Issue Date: May 22, 2024 Subscription Amount: $31,250 Maturity Date: November 22, 2024, subject to mandatory prepayments Original Issue Discount: $6,250 Original Principal Amount: $37,500 FOR VALUE RECEIVED, Cell Source, Inc., a Nevada corporation (the “Company” or the “Company”), hereby promises to pay to the order o

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2024 Cell Source, Inc. (Exact name of registrant as specified in its charter) Nevada 001-55413 32-0379665 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2022 Estimated average burden hours per response 2.50 SEC FILE NUMBER 000-55413 CUSIP NUMBER 15114L104 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2

Amendment No. 3 to Sponsored Research Agreement dated November 15, 2022 between the University of Texas MD Anderson Cancer Center and Cell Source Ltd.

Exhibit 10.39(c)

Amendment No. 2 to 10% Convertible Note

Exhibit 10.68(b)

Certificate of Designation with respect to Series B Preferred Stock dated October 30, 2023.

Exhibit 3.6

Amendment No. 4 to Sponsored Research Agreement dated November 6, 2023 between the University of Texas MD Anderson Cancer Center and Cell Source Ltd.

Exhibit 10.39(d)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 Cell Source, Inc. (

Amendment No. 4 to Third Amended and Restated Note

Exhibit 10.64(d)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 Cell Source, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 Cell Source, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2022 Estimated average burden hours per response 2.50 SEC FILE NUMBER 000-55413 CUSIP NUMBER 15114L104 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023

Amendment to Certificate of Designation with respect to Series C Preferred Stock

Exhibit 3.6(a)

Amendment No. 1 to 10% Convertible Note

Exhibit 10.68(a) Amendment No. 1 to 10% Convertible Note This Amendment No. 1 to 10% Convertible Note effective March 10, 2022 between Cell Source, Inc. (the “Company”) and George Verstraete (the “Lender”) is effective as of this 10th day of March 2023. WHEREAS, the Company has previously issued to the Lender a 10% Convertible Note (the “Note”) in the principal amount of up to $6,000,000 dated and

Amendment No. 1 to Third Amended and Restated Note

Exhibit 10.64(a) Amendment No. 1 to Third Amended and Restated 10% Convertible Note This Amendment No. 1 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 this 31st day of December 2021 except as otherwise provided below; WHEREAS, the Company has previously issued to the Lender an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55413 Cell Source, Inc. (Exact name of reg

Amendment No. 3 to Third Amended and Restated Note

EXHIBIT 10.64(c) Amendment No. 3 to Third Amended and Restated 10% Convertible Note This Amendment No. 3 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 this 28th day of April 2023. WHEREAS, the Company has previously issued to the Lender an 8% Convertible Note effective October

Amendment to Certificate of Designation with respect to Series A Preferred Stock

Exhibit 3.5(a)

Amendment No. 2 to Third Amended and Restated Note

Exhibit 10.64(b) Amendment No. 2 to Third Amended and Restated 10% Convertible Note This Amendment No. 2 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 this 28th day of October 2022. WHEREAS, the Company has previously issued to the Lender an 8% Convertible Note effective Octob

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2022 Estimated average burden hours per response 2.50 SEC FILE NUMBER 000-55413 CUSIP NUMBER 15114L104 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2022 Estimated average burden hours per response 2.50 SEC FILE NUMBER 000-55413 CUSIP NUMBER 15114L104 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 Cell Source, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 Cell Source, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 Cell Source, Inc. (Exac

Current Report

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): July 18, 2022 CELL SOURCE, INC. (Exact name of registrant as specified in its charter) Nevada 000-55413 32-0379665 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2022 Estimated average burden hours per response 2.50 SEC FILE NUMBER 000-55413 CUSIP NUMBER 15114L104 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Per

Current Report

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): May 6. 2022 CELL SOURCE, INC. (Exact name of registrant as specified in its charter) Nevada 000-554134 32-0379665 (State or other jurisdiction of incorporation) (Commission File Numbe

10% Convertible Note issued to George Verstraete.

EXHIBIT 10.68 NEITHER THIS Note nor the securities into which this note is convertible haVE been registered under the securities act of 1933, as amended (the ?act?), or under any state securities law AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE may be offered, sold, transferred, pledged or otherwise DISPOSED OF EXCEPT PURSUANT TO an effectiv

Description of Common Stock

Exhibit 4.1 DESCRIPTION OF COMMON STOCK The following is a brief description of shares of common stock (?common stock?) of Cell Source, Inc. (the ?Company,? ?we,? ?us,? or ?our?). The brief description is based upon our Articles of Incorporation, our Bylaws (our ?Bylaws?), and provisions of applicable Nevada law. This summary does not purport to be complete and is subject to, and qualified in its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55413 Cell Source, Inc. (Exact name of reg

Eighth Amendment to Research and License Agreement dated as of December 2, 2021 between the Company and Yeda Research and Development Company Limited

EXHIBIT 10.63(a) EIGHTH AMENDMENT TO RESEARCH AND LICENCE AGREEMENT (this ?Amendment?) Effective Date: December 2, 2021 by and between YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITED a company duly registered under the laws of Israel of P O Box 95, Rehovot 7610002, Israel (hereinafter, ?Yeda?) and CELL SOURCE LIMITED a company duly registered under the laws of Israel of 5 Kineret Street, Bnei Brak 5

Amendment No. 2 to Sponsored Research Agreement dated October 18, 2021 between the University of Texas MD Anderson Cancer Center and Cell Source Ltd. (28)

EXHIBIT 10.39(b) AMENDMENT No. 2 TO SPONSORED RESEARCH AGREEMENT This Amendment No. 2 to the Sponsored Research Agreement (?Amendment?) is made and entered into as of October 18, 2021 by and between Cell Source Limited (?Cell Source?) and The University of Texas M.D. Anderson Cancer Center (?MD Anderson?), a member institution of The University of Texas System (?System?). RECITALS A. Cell Source a

Fifth Amendment to Research and License Agreement dated as of June 30, 2019 between the Company and Yeda Research and Development Company Limited

EXHIBIT 10.36(a) FIFTH AMENDMENT TO RESEARCH AND LICENCE AGREEMENT (this ?Amendment?) Effective Date: June 30th, 2019 By and between YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITED a company duly registered under the laws of Israel of P O Box 95, Rehovot 76100, Israel (hereinafter, ?Yeda?) and CELL SOURCE LIMITED a company duly registered under the laws of Israel of 5 Kineret Street, Bnei Brak 51262

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 formnt10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2022 Estimated average burden hours per response 2.50 SEC FILE NUMBER 000-55413 CUSIP NUMBER 15114L104 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Per

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10. 2022 CELL SOURCE, INC. (Exact name of registrant as specified in its charter) Nevada 000-554134 32-0379665 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 Cell Source, Inc. (

Amendment No. 2 to Sponsored Research Agreement dated October 18, 2021 between The University of Texas M.D. Anderson Cancer Center and Cell Source Limited.

Exhibit 10.39(b)

Third Amended and Restated Convertible Note issued to Darlene Soave.

Exhibit 10.64 NEITHER THIS Note nor the securities into which this note is convertible haVE been registered under the securities act of 1933, as amended (the ?act?), or under any state securities law AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE may be offered, sold, transferred, pledged or otherwise DISPOSED OF EXCEPT PURSUANT TO an effectiv

Certificate of Designation with respect to Series C Preferred Stock dated July 27, 2021

Exhibit 3.6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 Cell Source, Inc. (Exact

Option Agreement for 750,000 shares of Common Stock.

EX-2 3 ex2.htm EXHIBIT 2 CELL SOURCE, INC. (the “Corporation”) 2019 ISRAELI EQUITY INCENTIVE SUB PLAN TO THE 2019 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Cell Source, Inc. 2019 Equity Incentive Plan, including the 2019 Israeli Equity Incentive Sub-Plan (together hereinafter the “Plan”) shall have the same defined meanings in this Stock

Option Agreement for 600,000 shares of Common Stock.

EXHIBIT 1 CELL SOURCE, INC. (the ?Corporation?) 2019 ISRAELI EQUITY INCENTIVE SUB PLAN TO THE 2019 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Cell Source, Inc. 2019 Equity Incentive Plan, including the 2019 Israeli Equity Incentive Sub-Plan (together hereinafter the ?Plan?) shall have the same defined meanings in this Stock Option Agreeme

CLCS / Cell Source, Inc. / SHIMRAT ITAMAR Activist Investment

SC 13D 1 formsc-13d.htm OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response 14.5 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CELL SOURCE, INC. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 15114L104 (CUS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 Cell Source, Inc. (

Amended and Restated Convertible Promissory Note issued by the Issuer to the Reporting Person.

EXHIBIT 2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAW AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, IS AVAILABLE.

Form of Warrant issued to the Reporting Person.

EXHIBIT 1 WARRANT NO. Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SC 13D 1 clcssc13d.htm SC-13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response.......... 14.5 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CELL SOURCE, INC. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities

Form of Note Exchange Agreement between Cell Source, Inc. and holder of 10% OID Convertible Promissory Note.

EXHIBIT 10.60 NOTE EXCHANGE AGREEMENT THIS NOTE EXCHANGE AGREEMENT (this ?Agreement?) dated as of February 4, 2021 and effective as January 28, 2021, is made by and among CELL SOURCE, INC., a Nevada corporation, having its principal place of business at 57 West 57th Street, Suite 400, New York, New York 10019 (the ?Company?) and , a Delaware limited liability company maintaining business address a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55413 Cell Source, Inc. (Exact name of reg

Seventh Amendment to Research and License Agreement dated November 15, 2020 between Yeda Research and Development Company Limited and Cell Source Limited

EXHIBIT 10.63 SEVENTH AMENDMENT TO RESEARCH AND LICENCE AGREEMENT (this ?Amendment?) Effective Date: November 15, 2020 by and between YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITED a company duly registered under the laws of Israel of P O Box 95, Rehovot 76100, Israel (hereinafter, ?Yeda?) and CELL SOURCE LIMITED a company duly registered under the laws of Israel of 5 Kineret Street, Bnei Brak 5126

Second Amended and Restated 10.0% Convertible Note.

EX-10.62 4 clcsex1062.htm EX-10.62 EXHIBIT 10.62 WARRANT NO. Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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

Second Amended and Restated 10.0% Convertible Note.

EXHIBIT 10.61 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAW AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIV

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2021 Cell Source, Inc. (Exact name of registrant as specified in its charter) Nevada 001-55413 32-0379665 (State or other jurisdiction of incorporation) (Commission File Num

Darlene Soave Joins Cell Source’s Board of Directors

EXHIBIT 99.1 Darlene Soave Joins Cell Source’s Board of Directors April 01, 2021 – New York, NY – Cell Source, Inc. (OTC: CLCS) (“Cell Source” or “the Company”), is the world leader in Veto Cell based innovative immunotherapy and today announced that Darlene Soave has been appointed to the Company’s Board of Directors, effective March 25, 2021. Veto Cells, in different mouse models, have shown tha

- NT 10-K

NT 10-K 1 clcsnt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response 2.50 SEC FILE NUMBER 000-55413 CUSIP NUMBER 15114L104 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CELL SOURCE, INC. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 15114 21 04 (CUSIP Number) August 13, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

CLCS / Cell Source, Inc. / Yeda Research & Development Co., Ltd. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CELL SOURCE, INC. (Name of Issuer) Common Stock, $.001 par value per share (1) (Title of Class of Securities) 15114 21 04 (CUSIP Number) November 1, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

Quarterly Report - FORM 10-Q

10-Q 1 clcs10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

Form of Consultant Stock Option Agreement.

EX-10.57 5 clcsex1057.htm EX-10.57 EXHIBIT 10.57 CELL SOURCE, INC. (the “Corporation”) 2019 ISRAELI EQUITY INCENTIVE SUB PLAN TO THE 2019 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Cell Source, Inc. 2019 Equity Incentive Plan, including the 2019 Israeli Equity Incentive Sub-Plan (together hereinafter the “Plan”) shall have the same define

Form of Warrant issued to Purchasers of 8% Convertible Promissory Note

EXHIBIT 10.59 WARRANT NO. Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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

Form of Warrant issued to Service Providers.

EX-10.55 3 clcsex1055.htm EX-10.55 EXHIBIT 10.55 WARRANT NO. CLCS ADV 200,000 Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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

Form of 8% Convertible Promissory Note.

EX-10.58 6 clcsex1058.htm EX-10.58 EXHIBIT 10.58 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAW AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSE

Form of Director Stock Option Agreement.

EX-10.56 4 clcsex1056.htm EX-10.56 EXHIBIT 10.56 CELL SOURCE, INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Cell Source, Inc. 2019 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (this “Option Agreement” or “Agreement”). Name: Address: The undersigned Participant has been grant

Form of Warrant issued to Members of Scientific Advisory Board.

EXHIBIT 10.54 WARRANT NO. CLCS ADV Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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 “SE

Form of Securities Purchase Agreement between Cell Source, Inc. and Purchaser of 10% OID Convertible Promissory Note.

EXHIBIT 10.51 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 29, 2020, 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 fo

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 Cell Source, Inc. (Exact

Form of Warrant issued to purchaser of 10% OID Convertible Promissory Note.

EXHIBIT 10.53 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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 REGIS

Form of 10% OID Convertible Promissory Note.

EXHIBIT 10.52 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 REGI

Quarterly Report - FORM 10-Q

10-Q 1 clcs10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-5

Convertible Promissory Note dated January 10, 2020

EXHIBIT 10.49 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE 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 IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

Form of Placement Agent Warrant dated February 13, 2020

EX-10.50 3 clcsex1050.htm EX-10.50 EXHIBIT 10.50 WARRANT NO. CLCS ADV Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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 SECURITI

Sixth Amendment to Research and License Agreement effective December 31, 2019 between Yeda Research and Development Company Limited and Cell Source Limited**

EXHIBIT 10.48 Certain information has been excluded from this exhibit because (i) it is not material and (ii) would be competitively harmful if publicly disclosed. SIXTH AMENDMENT TO RESEARCH AND LICENCE AGREEMENT (this “Amendment”) Effective Date: December 31, 2019 By and between YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITED a company duly registered under the laws of Israel of P O Box 95, Rehovo

CLCS / Cell Source, Inc. 10-K - Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55413 Cell Source, Inc. (Exact name of reg

Convertible Note effective October 28, 2019

EX-10.47 2 clcsex1047.htm EX-10.47 EXHIBIT 10.47 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAW AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSE

CLCS / Cell Source, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 CELL SOU

Stock Option Agreement dated as of August 11, 2019 between Cell Source, Inc. and Yair Reisner

Exhibit 10.41 CELL SOURCE, INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Cell Source, Inc. 2019 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (this “Option Agreement” or "Agreement"). Name: Yair Reisner Address: The undersigned Participant has been granted an Option to purcha

Promissory Note dated July 29, 2019

Exhibit 10.55

Stock Option Agreement dated as of August 11, 2019 between Cell Source, Inc. and Yair Reisner

Exhibit 10.42 CELL SOURCE, INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Cell Source, Inc. 2019 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (this “Option Agreement” or "Agreement"). Name: Yair Reisner Address: The undersigned Participant has been granted an Option to purcha

Convertible Promissory Note dated May 20, 2019

Exhibit 10.44

Convertible Promissory Note dated July 2, 2019

EX-10.43 5 ex10-43.htm Exhibit 10.43

2019 Equity Incentive Plan

EX-10.40 2 ex10-40.htm Exhibit 10.40 CELL SOURCE, INC. 2019 EQUITY INCENTIVE PLAN This Cell Source, Inc. 2019 Equity Incentive Plan (the “Plan”) is effective as of August 13, 2019 (the “Effective Date”) 1. Purposes and Eligibility. (a) General Purpose. The purposes of this Plan are (i) to enable Cell Source, Inc., a Nevada corporation, (the “Company”) and its Affiliates to attract and retain the t

CLCS / Cell Source, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 CELL SOURCE,

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**

EX-10.39 2 ex10-39.htm Exhibit 10.39 Certain information has been excluded from this exhibit because (i) it is not material and (ii) would be competitively harmful if publicly disclosed. Veto Cell Production and Clinical Trial Program This agreement is entered into between The University of Texas M. D. Anderson Cancer Center located at 1515 Holcombe Blvd, Houston, TX 77030, USA Hereunder called MD

CLCS / Cell Source, Inc. 10-K/A - Annual Report -

10-K/A 1 g8724.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the years ended December 31, 2018 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55

Sponsored Research Agreement dated November 28, 2018 between The University of Texas M.D. Anderson Cancer Center and Cell Source Limited**

Exhibit 10.40 Certain information has been excluded from this exhibit because (i) it is not material and (ii) would be competitively harmful if publicly disclosed. SPONSORED RESEARCH AGREEMENT This Sponsored Research Agreement (“Agreement”), effective as of the 28th day of November, 2018 (the “Effective Date”) is made by and between The University of Texas M. D. Anderson Cancer Center, (“MD Anders

CLCS / Cell Source, Inc. 10-Q - Quarterly Report -

10-Q 1 g8702.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-5

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**

EX-10.39A 2 ex10-39a.htm EXIBIT 10.39(a) CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) WOULD BE COMPETIVELY HARMFUL IF PUBLICY DISCLOSED. BRACKETS HAVE BEEN INSERTED WHERE OMITTEED INFORMATION WOULD OTHERWISE APPEAR. AMENDMENT NO. 1 TO VETO CELL PRODUCTION AND CLINICAL TRIAL PROGRAM AGREEMENT This Amendment No. 1 to the Veto Cell Production and Cli

CLCS / Cell Source, Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-55413 CUSIP NUMBER 15114L104 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K

Current Report

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): April 19, 2019 CELL SOURCE, INC. (Exact name of registrant as specified in its charter) Nevada 000-554134 32-0379665 (State or other jurisdiction of incorporation) (Commission File Nu

SPONSORED RESEARCH AGREEMENT

Exhibit 10.40 SPONSORED RESEARCH AGREEMENT This Sponsored Research Agreement (“Agreement”), effective as of the 28th day of November, 2018 (the “Effective Date”) is made by and between The University of Texas M. D. Anderson Cancer Center, (“MD Anderson”), a member institution of The University of Texas System (“System”), with a place of business at 1515 Holcombe Blvd., Houston, Texas, 77030, and C

CLCS / Cell Source, Inc. (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K ☒ ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the years ended December 31, 2018 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55413 Cell Source, Inc. (Exact name of re

§ 1 – Subject matter

EX-10.39 2 ex10-39.htm Exhibit 10.39 Veto Cell Production and Clinical Trial Program This agreement is entered into between The University of Texas M. D. Anderson Cancer Center located at 1515 Holcombe Blvd, Houston, TX 77030, USA Hereunder called MD Anderson and Cell Source Limited a company duly registered under the laws of the State of Israel, Company Number 514669761 having its principal place

CLCS / Cell Source, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 CELL SOU

CLCS / Cell Source, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 CELL SOURCE,

CLCS / Cell Source, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 CELL SOURCE,

CLCS / Cell Source, Inc. 10-Q (Quarterly Report)

10-Q 1 g8597.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-5

Certificate of Designation with respect to Series A Preferred Stock dated November 14, 2016

Exhibit 3.5

Third Amendment to Research and License Agreement dated as of March 29, 2018 between the Company and Yeda Research and Development Company Limited

EX-10.35 5 ex10-35.htm Exhibit 10.35 THIRD AMENDMENT TO RESEARCH AND LICENCE AGREEMENT Made and entered in to this 29th day of March, 2018 By and between YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITED a company duly registered under the laws of Israel of P O Box 95, Rehovot 76100, Israel (hereinafter, “Yeda”) and CELL SOURCE LIMITED a company duly registered under the laws of Israel of 5 Kineret St

Fourth Amendment to Research and License Agreement dated as of March 30, 2018 between the Company and Yeda Research and Development Company Limited

EX-10.36 6 ex10-36.htm Exhibit 10.36 FOURTH AMENDMENT TO RESEARCH AND LICENCE AGREEMENT (this “Amendment”) Effective Date: March 30, 2018 By and between YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITED a company duly registered under the laws of Israel of P O Box 95, Rehovot 76100, Israel (hereinafter, “Yeda”) and CELL SOURCE LIMITED a company duly registered under the laws of Israel of 5 Kineret Str

CLCS / Cell Source, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 CELL SOU

Second Amendment to Research and License Agreement dated as of November 28, 2016 between the Company and Yeda Research and Development Company Limited

Exhibit 10.34 SECOND AMENDMENT TO RESEARCH AND LICENCE AGREEMENT (this “Amendment”) Effective Date: November 28, 2016 By and between YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITED a company duly registered under the laws of Israel of P O Box 95, Rehovot 76100, Israel (hereinafter, “Yeda”) and CELL SOURCE LIMITED a company duly registered under the laws of Israel of 5 Kineret Street, Bnei Brak 51262

CLCS / Cell Source, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 CELL SOURCE,

CLCS / Cell Source, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K ☒ ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the years ended December 31, 2017 and 2016 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55413 Cell Source, Inc. (Exact n

Form of July 2016 Warrants

Exhibit 10.33 WARRANT NO. CBTB Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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 “SECURI

Cell Source 0-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-55413 - (Check One): [X] Form 10-K [ ] Form 10-Q [ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR For Period Ended: December 31, 2016 - [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

Cell Source (Quarterly Report)

g8331a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-554

Certificate of Designation

ex3-1.htm Exhibit 3.1 BARBARA K. CEGAVSKE Filed in the office of Document Number Secretary of State 20160497565-85 206 North Carson Street /s/ Barbara K. Cegavske Filing Date and Time Carson City, Nevada 89701-4299 Barbara K. Cegavske 11/14/2016 1:51 AM (775) 684-5708 Secretary of State Entity Number Website: www. nvsos.gov State of Nevada E0308832012-8 Certificate of Designation (PURSUANT TO NRS

Cell Source 0-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-55413 - (Check One): [ ] Form 10-K [X] Form 10-Q [ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR For Period Ended: September 30, 2016 - [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

Promissory Note dated May 10, 2016

ex10-1.htm Exhibit 10.1 PROMISSORY NOTE US$53,000 May 10, 2016 All references in this Note to monies are to U.S. Dollars 1. Promise to Pay. In exchange for the sum of $53,000 (net of wire transfer fees) which CELL SOURCE INC., a Nevada Corporation (?Maker?) received from Main Street Restaurant Associates Inc. (?Holder?) on the date hereof, Maker promises to pay as set forth in this Promissory Note

Cell Source (Quarterly Report)

g8280.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 CEL

Cell Source (Quarterly Report)

g8224.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 CE

Convertible Note due July 27, 2016

ex10-1.htm Exhibit 10.1 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 APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERE

Cell Source (Annual Report)

g8190a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number 000-55413 Cell Source, Inc. (Exact nam

Form of Convertible Note

EXHIBIT 10.30 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 APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD

Form of March 2016 Note

EX-10.31 4 ex10-31.htm EXHIBIT 10.31 PROMISSORY NOTE OF CELL SOURCE, INC. NOTE NO. B March 8, 2016 FOR VALUE RECEIVED, the undersigned, Cell Source, Inc. a corporation with its principal office located at 65 Yigal Alon Street, Tel Aviv Israel 67443 (the “Company” or the “Maker”), hereby unconditionally promises to pay to whose address is or the registered assignee, upon presentation of this Promis

Form of March 2016 Warrant

EX-10.32 5 ex10-32.htm EXHIBIT 10.32 WARRANT NO. B 150,000 Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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 1

Form of Bridge Note Subscription Agreement

EX-10.29 2 ex10-29.htm EXHIBIT 10.29 SUBSCRIPTION AGREEMENT Cell Source, Inc. 65 Yigal Alon Street Tel Aviv, Israel 67433 Ladies and Gentlemen: The undersigned (the “Investor”) hereby confirms its agreement with Cell Source, Inc., a Nevada corporation (the “Company”), as follows: 1. This Subscription Agreement, including the Terms and Conditions For Purchase of Securities attached hereto as Annex

Cell Source 0-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-55413 - (Check One): [X] Form 10-K [ ] Form 10-Q [ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR For Period Ended: December 31, 2015 - [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

EX-99

ex99.htm Exhibit 99

By: Name: Title: Cell Source, Inc.

Exhibit 4.1 November 12, 2015 Cell Source, Inc. 65 Yigal Alon Street Tel Aviv, Israel Ladies and Gentlemen: Reference is made to the Promissory Note in the original principal amount of $ (the “Note”), dated , issued to me by Cell Source, Inc. (the “Company”). Pursuant to the Note, the Company was to pay the amounts owed under the Note on or before (the “Maturity Date”). It is hereby acknowledged a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 CELL SOU

Current Report

8-K 1 g8081.htm 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: November 11, 2015 CELL SOURCE, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55413 32-0379665 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer

Inaugural Scientific Advisory Board Summit JV Pharma Collaboration Initiative

ex99.htm Exhibit 99 Inaugural Scientific Advisory Board Summit JV Pharma Collaboration Initiative NEW YORK, NY November 4, 2015 - Cell Source, Inc. (OTCQB: CLCS) a biotechnology company focused on developing cell therapy treatments based on immunotherapy and regenerative medicine, announced their initiative for joint venture Pharma collaborations at their inaugural Scientific Advisory Board (SAB)

Current Report

g8064.htm 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: November 4, 2015 CELL SOURCE, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55413 32-0379665 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identif

Current Report

g7981.htm 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: August 19, 2015 CELL SOURCE, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55413 32-0379665 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identifi

Cell Source Appoints Dr. Dennis Brown as Chairman of its Board of Directors

EX-99.1 2 ex99-1.htm Exhibit 99.1 Cell Source Appoints Dr. Dennis Brown as Chairman of its Board of Directors New York, NY, August 19th, 2015 - Cell Source, Inc. (OTCQB: CLCS) a biotechnology company focused on developing cell therapy treatments based on immunotherapy and regenerative medicine, announced today that Dr. Dennis Brown, currently a Director of Cell Source, has been appointed Chairman

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 CELL SOURCE,

Zolty Promissory Note

EX-10.1 2 ex10-1.htm Exhibit 10.1 PROMISSORY NOTE OF CELL SOURCE, INC. NOTE NO. BTB 04 July 20, 2015 FOR VALUE RECEIVED, the undersigned, Cell Source, Inc. a corporation with its principal office located at 65 Yigal Alon Street, Tel Aviv Israel 67433 (the “Company” or the “Maker”), hereby unconditionally promises to pay to David Zolty whose address is c/o Cell Source, 65 Yigal Alon Street, Tel Avi

Form of July 2015 Warrant

ex10-4.htm Exhibit 10.4 WARRANT NO. BTB [] [] Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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 AMEND

Zolty Warrant

ex10-2.htm Exhibit 10.2 WARRANT NO. BTB 04 100,000 Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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

Form of July 2015 Convertible Promissory Note

EX-10.3 4 ex10-3.htm Exhibit 10.3 CONVERTIBLE PROMISSORY NOTE OF CELL SOURCE, INC. NOTE NO. CBTB[] [], 2015 FOR VALUE RECEIVED, the undersigned, Cell Source, Inc. a corporation with its principal office located at 65 Yigal Alon Street, Tel Aviv Israel 67433 (the “Company” or the “Maker”), hereby unconditionally promises to pay to [] whose address is [] or the registered assignee, upon presentation

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

g7944.htm 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): July 20, 2015 CELL SOURCE, INC. (Exact name of registrant as specified in its charter) Nevada 000-55413 32-0379665 (State or Other Jurisdiction of Incorporation) (Commission

Form of Advisory/Consulting Agreement

Exhibit 10.1 CONSULTING/ADVISORY AGREEMENT CONSULTING/ADVISORY AGREEMENT dated as of June 4, 2015 (the ?Agreement?) by and between Dr. Terry B. Strom, an individual (the ?Consultant?) and Cell Source, Inc., a Nevada corporation (the ?Company?). WHEREAS, the Company desires to engage Consultant to provide the services described in Schedule A (the ?Services?) and Consultant is willing to be engaged

Cell Source Appoints Dr. Terry Strom as Chairman of Its Scientific Advisory Board

Exhibit 99.1 Cell Source Appoints Dr. Terry Strom as Chairman of Its Scientific Advisory Board June 04, 2015 NEW YORK, NY - (Marketwired) - 06/04/15 - Cell Source, Inc. (OTCQB: CLCS) a biotechnology company focused on developing cell therapy treatments based on immunotherapy and regenerative medicine, announced today that Dr. Terry Strom, Professor of Medicine and Surgery at Harvard Medical School

Current Report

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 4, 2015 CELL SOURCE, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-55413 32-0379665 (State or other jurisdiction of incorporation) (Commission File Number) (

Form of May 2015 Note

Exhibit 10.1 PROMISSORY NOTE OF CELL SOURCE, INC. NOTE NO. BTB03 May 15, 2015 FOR VALUE RECEIVED, the undersigned, Cell Source, Inc. a corporation with its principal office located at 65 Yigal Alon Street, Tel Aviv Israel 67433 (the ?Company? or the ?Maker?), hereby unconditionally promises to pay to whose address is or the registered assignee, upon presentation of this Promissory Note (the ?Note?

Form of May 2015 Warrant

Exhibit 10.2 WARRANT NO. BTB03 250,000 Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 15, 2015 CELL SOURCE, INC. (Exact name of registrant as specified in its charter) Nevada 000-55413 32-0379665 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Form of Note Amendment Letter Agreement

EX-4.1 2 v412327ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 CELL SOURCE, INC. 65 Yigal Alon Street Tel Aviv, Israel 67433 June 1, 2015 Attn: Itamar Shimrat Mr. Shimrat: Reference is made to the Promissory Notes (the “Notes”), dated November 14, 2014 and November 26, 2014, issued to you by Cell Source, Inc. (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to the

Cell Source Breakthrough Immunotherapy Technologies C orporate Overview CLCS (OTCQB)

Exhibit 99.1 Cell Source Breakthrough Immunotherapy Technologies C orporate Overview CLCS (OTCQB) With the exception of historical information, the matters discussed in this presentation are forward - looking statements that involve a number of risks and uncertainties . The actual future results of Cell Source could differ significantly from those statements . Factors that could cause actual resul

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 28, 2015 CELL SOURCE, INC. (Exact name of registrant as specified in its charter) Nevada 000-55413 32-0379665 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55413 CELL SOURCE,

Cell Source FORM 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CELL SOURCE, INC. (Exact name of registrant as specified in its charter) Nevada 32-0379665 (State of incorporation or organization) (I.R.S. Employer Identification No.) 65 Yigal Alon Street Tel Avi

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2015 CELL SOURCE, INC. (Exact name of registrant as specified in its charter) Nevada 333-187049 32-0379665 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Form of March 2015 Warrant

Exhibit 10.2 WARRANT NO. BTB Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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 ?SECURITI

Form of March 2015 Promissory Note

Exhibit 10.1 PROMISSORY NOTE OF CELL SOURCE, INC. NOTE NO. BTB March , 2015 FOR VALUE RECEIVED, the undersigned, Cell Source, Inc. a corporation with its principal office located at 65 Yigal Alon Street, Tel Aviv Israel 67433 (the ?Company? or the ?Maker?), hereby unconditionally promises to pay to whose address is or the registered assignee, upon presentation of this Promissory Note (the ?Note?)

SUBSIDIARIES

EX-21 2 v401669ex21.htm EXHIBIT 21 EXHIBIT 21 SUBSIDIARIES Cell Source Limited, a company incorporated in Israel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number 333-187049 Cell Source, Inc. (Exact name of regis

Form of Promissory Note issued to the Company’s Chief Executive Officer

Exhibit 10.1 PROMISSORY NOTE US$50,000 November 26, 2014 All references in this Note to monies are to U.S. Dollars 1. Promise to Pay. In exchange for the sum of $50,000 which CELL SOURCE INC., a Nevada Corporation (“Maker”) received from Itamar Shimrat (“Holder”) on the date hereof, Maker promises to pay as set forth in this Promissory Note (“Note”) Holder, the principal sum of $50,000 (the "Princ

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 26, 2014 CELL SOURCE, INC. (Exact name of registrant as specified in its charter) Nevada 333-187049 32-0379665 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-187049 CELL SO

CELL SOURCE, INC. 9,618,648 SHARES OF COMMON STOCK

Filed pursuant to Rule 424(b)(3) Under the Securities Act of 1933, as amended Registration No.

CLCS / Cell Source, Inc. CORRESP - -

November 7, 2014 EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

CLCS / Cell Source, Inc. CORRESP - -

October 24, 2014 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

CLCS / Cell Source, Inc. S-1/A - - AMENDMENT TO FORM S-1

S-1/A 1 v392018s1a.htm AMENDMENT TO FORM S-1 As filed with the Securities and Exchange Commission on October 24, 2014 Registration No. 333-197972 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CELL SOURCE, INC. (Exact name of registrant as specified in its charter) Nevada 2836 32-0379665 (S

LETTER

October 8, 2014 Via E-Mail Itamar Shimrat Chief Executive Officer Cell Source, Inc.

Bridge Funding Agreement

Exhibit 10.14 BRIDGE FUNDING AGREEMENT Made and signed as of the 23rd day of October, 2013 By and Between “Cell Source", having offices at 65 Yigal Alon Street, Tel Aviv Israel (the “Company”) of the first part -And - The Investor as defined as "the Investor" in the Investment Agreement dated October 2nd, 2011, represented by Mr. David Zolty, having offices at 2727 Victoria Park Ave. Toronto, ON M

CLCS / Cell Source, Inc. S-1/A - - FORM S-1/A

S-1/A 1 v389695s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on September 23, 2014 Registration No. 333-197972 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CELL SOURCE, INC. (Exact name of registrant as specified in its charter) Nevada 2836 32-0379665 (State or j

CLCS / Cell Source, Inc. CORRESP - -

September 23, 2014 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

LETTER

September 4, 2014 Via E-Mail Itamar Shimrat Chief Executive Officer Cell Source, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-187049 CELL SOURCE,

Third Amendment dated June 22, 2014 to Evaluation and Exclusive Option Agreement by and between Yeda Research and Development Company Limited and Cell Source Limited

Exhibit 10.11 THIRD AMENDMENT TO EVALUATION AND EXCLUSIVE OPTION AGREEMENT Made and entered in to this 15th day of August, 2014 By and between YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITED a company duly registered under the laws of Israel of P O Box 95, Rehovot 76100, Israel (hereinafter, “Yeda”) and CELL SOURCE LIMITED a company duly registered under the laws of Israel of 65 Yigal Alon St., Toyo

CLCS / Cell Source, Inc. NT 10-Q - - NT 10-Q

NT 10-Q 1 v386931nt10q.htm NT 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-187049 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR For Period Ended: June 30, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For th

As filed with the Securities and Exchange Commission on August 8, 2014

As filed with the Securities and Exchange Commission on August 8, 2014 Registration No.

Form of Amendment No. 1 to Registration Rights Agreement

AMENDMENT NO.1 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 1 (this “Amendment”), dated July , 2014 to the Registration Rights Agreement (“Registration Rights Agreement”), between Cell Source, Ltd. and the persons executing such Registration Rights Agreement (the “Purchasers”) is entered into by and among Cell Source, Ltd., an Israeli corporation and the Majority Holders as defined in the R

Second Amendment dated June 22, 2014 to Evaluation and Exclusive Option Agreement by and between Yeda Research and Development Company Limited and Cell Source Limited

EX-10.11 12 v382279ex10-11.htm EXHIBIT 10.11

CELL SOURCE, LTD. WARRANT TO PURCHASE ORDINARY

EX-10.3 6 v382279ex10-3.htm EXHIBIT 10.3 Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED

Evaluation and Exclusive Option Agreement by and between Yeda Research and Development Company Limited and Cell Source Limited, dated Oct. 3, 2011 (included in Exhibit 10.7)

Cell Source Limited Introduction to Pro-forma Condensed Combined Financial Statements

Cell Source Limited Introduction to Pro-forma Condensed Combined Financial Statements (Unaudited) The following unaudited pro-forma condensed combined financial statements give effect to the merger between Cell Source Limited (“Cell Source”) and Ticket to See, Inc.

Consulting Agreement by and between Cell Source Limited and Professor Yair Reisner

EX-10.12 13 v382279ex10-12.htm EXHIBIT 10.12

Amendment dated April 1, 2014 to Evaluation and Exclusive Option Agreement by and between Yeda Research and Development Company Limited and Cell Source Limited

Articles of Association of Cell Source Limited, dated August 14, 2011, as amended on November 11, 2013

The Companies Law Articles of association of the Company 1. Name of the Company The proposed name of the Company: Cell Source Ltd. 2. The aims of the Company 2.1 Pursuant to section 32(1) of the Law – to engage in any lawful occupation. 2.2 To pursue the completion of research, development, and trading of technologies related to cell therapy and the use of fetal cells for growing tissue for the pu

Amendment to Research and License Agreement

EX-10.8 10 v382279ex10-8.htm EXHIBIT 10.8

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

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 30, 2014 CELL SOURCE, INC. (Exact name of registrant as specified in its charter) Nevada 333-187049 32-0379665 (State or Other Jurisdiction of Incorporation) (Commission File Num

Form of Subscription Agreement

EX-10.1 4 v382279ex10-1.htm EXHIBIT 10.1 SUBSCRIPTION AGREEMENT Cell Source, Ltd. 65 Yigal Alon Street, 23rd Floor Tel Aviv 67433, Israel Ladies and Gentlemen: 1. Subscription. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Cell Source, Ltd. (the “Company” or “Cell Source”) the number of units (the “Units”) set forth on the signature pa

Form of Company Warrant

WARRANT NO. Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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, AC

Cell Source Inc. Announces Acquisition and $3.6 Million Private Placement to Advance Novel Cancer Therapies

Cell Source Inc. Announces Acquisition and $3.6 Million Private Placement to Advance Novel Cancer Therapies TEL AVIV, ISRAEL and NEW YORK, USA (Marketwire – July 1, 2014) Cell Source, Inc. (OTCQB: CLCS) ("Cell Source") today announced the successful acquisition (the “Acquisition”), through a share exchange agreement, of all of the outstanding shares of Cell Source (Israel) Ltd., a pre-clinical cel

Share Exchange Agreement, dated June 30, 2014, by and between Cell Source, Ltd., and Ticket to See, Inc.

SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (the “Agreement”), is made and entered into as of June 30, 2014, by and among Ticket to See, Inc.

June 30, 2014

June 30, 2014 Securities and Exchange Commission Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K of Cell Source, Inc. dated June 30, 2014. We agree with the statements made concerning our firm contained therein. Yours very truly, /s/ Paritz & Company, P.A. Paritz & Company, P.A.

Form of Researcher Company Warrant

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. Warrant No. CS-1 Date of Issuance: June , 2014 First Permitted Exercise Date: Second Anniversary of Date of Issuance Expiration D

Form of Registration Rights Agreement

EX-10.2 5 v382279ex10-2.htm EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of [insert], 201, (the “Effective Date”) between Cell Source, Ltd., an Israeli corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”). RECITALS

Entry into a Material Definitive Agreement

8-K 1 g7468.txt CURRENT REPORT DATED 6-27-14 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.

Form of Consulting Agreement pursuant to which the Company issued warrants to purchase an aggregate of 2,000,000 shares of the Company’s common stock

EXHIBIT 10.1 FORM OF CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective the day of , 2014 (the "Effective Date") (the "Consultant"), and CELL SOURCE, INC., F/K/A TICKET TO SEE, INC., a corporation organized under the laws of the State of Nevada, with its principal place of business at 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128 ("Client"). WH

EX-10

EXHIBIT 10.2 FORM OF WARRANT NO. Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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 "SECU

Certificate of Amendment to Articles of Incorporation of Ticket to See, Inc., dated June 23, 2014

Exhibit 3.1 ROSS MILLER Secretary of State 206 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of C

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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 23, 2014 TICKET TO SEE, INC. (Exact Name of Registrant as Specified in Charter) Nevada 32-0379665 (State or other jurisdiction of (I.R.S. Employer incorporation or organization)

Certificate of Amendment to Articles of Incorporation of Ticket to See, Inc., dated May 20, 2014

EX-3.1 2 ex3-1.txt CERTIFICATE OF AMENDMENT Exhibit 3.1 ROSS MILLER Document Number Secretary of State 20140368326-25 206 North Carson Street, Suite 1 Filing Date and Time Carson City, Nevada 89701-4520 05/20/2014 2:42 PM (775) 684-5708 Entity Number Website: www.nvsos.gov E0308832012-8 Filed in the office of Certificate of Amendment /s/ Ross Miller (PURSUANT TO NRS 78.385 AND 78.390) ROSS MILLER

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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): May 7, 2014 TICKET TO SEE, INC. (Exact Name of Registrant as Specified in Charter) Nevada 32-0379665 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Id

10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(D) Of The Securities Exchange Act Of 1934 For the quarterly period ended March 31, 2014 [ ] Transition Report Under Section 13 or 15(D) Of The Securities Exchange Act Of 1934 For the transition period from to COMMISSION FILE NUMBER 333-187049 TICKET TO SEE, INC. (Exac

10-K

10-K 1 g7318.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-187049 TICKET T

10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(D) Of The Securities Exchange Act Of 1934 For the quarterly period ended September 30, 2013 [ ] Transition Report Under Section 13 or 15(D) Of The Securities Exchange Act Of 1934 For the transition period from to COMMISSION FILE NUMBER 333-187049 TICKET TO SEE, INC. (

424B2

Filed pursuant to Rule 424(b)(2) Registration No. 333-187049 TICKET TO SEE INC. PROSPECTUS 2,000,000 SHARES COMMON STOCK AT $.01 PER SHARE This is the initial offering of common stock of Ticket To See Inc. and no public market currently exists for the securities being offered. We are offering for sale a total of 2,000,000 shares of common stock at a price of $.01 per share. The offering is being c

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TICKET TO SEE INC. 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128 Telephone 1-888-970-9463 - September 13, 2013 Via EDGAR Mr. Justin Dobbie Division of Corporation Finance U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: Ticket To See Inc. Amendment No. 4 to Registration Statement on Form S-1 File No. 333-187049 Dear Mr. Dobbie: This letter shall serve as the request of Ticke

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TICKET TO SEE INC. 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128 Telephone 1-888-970-9463 - September 6, 2013 Via EDGAR Mr. Justin Dobbie Division of Corporation Finance U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: Ticket To See Inc. Amendment No. 5 to Registration Statement on Form S-1 File No. 333-187049 Dear Mr. Dobbie: This letter shall serve as the request of Ticket

- AMENDMENT NO. 6 TO FORM S-1

As Filed With the Securities and Exchange Commission on September 6, 2013 Registration No.

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TICKET TO SEE INC. 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128 Telephone 1-888-970-9463 - August 26, 2013 Via EDGAR Mr. Justin Dobbie Division of Corporation Finance U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: Ticket To See Inc. Amendment No. 4 to Registration Statement on Form S-1 File No. 333-187049 Dear Mr. Dobbie: This letter shall serve as the request of Ticket T

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TICKET TO SEE INC. 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128 Telephone 1-888-970-9463 - August 20, 2013 Via EDGAR Mr. Justin Dobbie Division of Corporation Finance U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: Ticket To See Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed August 6, 2013 File No. 333-187049 Dear Mr. Dobbie: The company has updated the f

- AMENDMENT NO. 5 TO FORM S-1

As Filed With the Securities and Exchange Commission on August 20, 2013 Registration No.

-

TICKET TO SEE INC. 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128 Telephone 1-888-970-9463 - August 13, 2013 Via EDGAR Mr. Justin Dobbie Division of Corporation Finance U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: Ticket To See Inc. Amendment No. 4 to Registration Statement on Form S-1 File No. 333-187049 Dear Mr. Dobbie: This letter shall serve as the request of Ticket T

- AMENDMENT NO. 4 TO FORM S-1

As Filed With the Securities and Exchange Commission on August 6, 2013 Registration No.

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TICKET TO SEE INC. 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128 Telephone 1-888-970-9463 - August 6, 2013 Via EDGAR Mr. Justin Dobbie Division of Corporation Finance U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: Ticket To See Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed July 15, 2013 File No. 333-187049 Dear Mr. Dobbie: We refer to your letter of July

LETTER

July 25, 2013 Via E-mail Aidan Buckley Chief Executive Officer Ticket To See, Inc.

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TICKET TO SEE INC. 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128 Telephone 1-888-970-9463 - July 15, 2013 Via EDGAR Mr. Justin Dobbie Division of Corporation Finance U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: Ticket To See Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed June 10, 2013 File No. 333-187049 Dear Mr. Dobbie: We refer to your letter of June

- AMENDMENT NO. 3 TO FORM S-1

As Filed With the Securities and Exchange Commission on July 15, 2013 Registration No.

LETTER

June 20, 2013 Via E-mail Aidan Buckley Chief Executive Officer Ticket To See, Inc.

- AMENDMENT NO. 2 TO FORM S-1

As Filed With the Securities and Exchange Commission on June 10, 2013 Registration No.

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TICKET TO SEE INC. 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128 Telephone 1-888-970-9463 - June 10, 2013 Via EDGAR Mr. Justin Dobbie Division of Corporation Finance U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: Ticket To See Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed May 10, 2013 File No. 333-187049 Dear Mr. Dobbie: We refer to your letter of May 23

LETTER

May 23, 2013 Via E-mail Aidan Buckley Chief Executive Officer Ticket To See, Inc. 2620 Regatta Drive, Suite 102 Las Vegas, NV 89128 Re: Ticket To See, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed May 10, 2013 File No. 333-187049 Dear Mr. Buckley: We have reviewed your responses to the comments in our letter dated March 29, 2013 and have the following additional comments. All pa

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TICKET TO SEE INC. 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128 Telephone 1-888-970-9463 - May 10, 2013 Via EDGAR Mr. Justin Dobbie Division of Corporation Finance U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: Ticket To See Inc. Registration Statement on Form S-1 Filed March 5, 2013 File No. 333-187049 Dear Mr. Dobbie: We refer to your letter of March 29, 2013 addressed

- AMENDMENT NO. 1 TO FORM S-1

As Filed With the Securities and Exchange Commission on May 10, 2013 Registration No.