Current Report Filing (8-k)
12 3월 2022 - 7:08AM
Edgar (US Regulatory)
0001569340
false
0001569340
2022-03-10
2022-03-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
Number) |
|
(IRS
Employer
Identification
No.) |
57
West 57th
Street
Suite 400
New
York, NY 10019
(Address
of principal executive offices, including Zip Code)
(646)
416-7896
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM
1.01 ENTRY INTO MATERIAL AGREEMENT
On
March 10, 2022, Cell Source, Inc. (the “Company”) issued a convertible note to George Verstraete. The terms of the convertible
note are described in Item 5.02 below.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTOR; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On
March 10, 2022, the Board of Directors of the Company appointed George Verstraete as a member of the Board.
Mr.
Verstraete is s an entrepreneur who has owned and/or managed various enterprises since 1980. An expert in real estate development and
property management, Mr. Verstraete currently serves as President of DGR Management. He also serves as a Director of Southern Desert
Operations LLC.
Mr.
Verstraete has agreed to make a loan of $2,500,000 to the Company pursuant to the terms of a convertible promissory note (the “Note”).
The Note bears interest at a rate of 10% per annum and will mature twelve months from the date of issuance. The holder of the Note has
the right, at his option, to convert the Note into shares of the Company’s Series B Convertible Preferred Stock at a conversion
price of $7.50 per share at any time after the creation and sale of the Series B Convertible Preferred Stock. Interest accruing under
the Note will be payable upon the maturity of the Note and may be paid at the Company’s option in either cash or shares of the
Company’s common stock (valued at $.75 for purposes of calculating the number of shares).
For
each $500,000 advanced under the note, Mr. Verstraete will be issued a warrant to purchase 400,000 shares of the Company’s Common
Stock at an exercise price of $1.25 per share. Each warrant will have a five (5) year term.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
March 11, 2022
Cell
Source, Inc. |
|
|
|
|
|
|
By: |
/s/
Itamar Shimrat |
|
Name: |
Itamar
Shimrat |
|
Title: |
President
and Chief Executive Officer |
Cell Source (CE) (USOTC:CLCS)
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