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 Number) | (I.R.S. Employer Identification Number) |
65 Yigal Alon Street
Tel Aviv Israel 67433
(Address of principal executive offices) (zip code)
011 972 3 562-1755
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | 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)) |
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Item 2.03 Creation of a Direct Financial Obligation.
On November 26, 2014 Cell Source, Inc. (the “Company”) issued and sold a promissory note (the “Promissory Note”) in the aggregate principal amount of $50,000 to the Company’s Chief Executive Officer, Chief Financial Officer and Director, Itamar Shimrat. The principal and interest under the Promissory Note is due and payable on the six (6) month anniversary of the date of issuance of the Promissory Note. The Promissory Note bears interest at a rate of 6% per annum and is not convertible into securities of the Company. The Company received gross proceeds of $50,000 for the sale of the Promissory Note. As previously reported in the Company’s 10-Q for the quarter ended September 30, 2014, which was filed with the Securities and Exchange Commission on November 14, 2014, the Company’s Chief Executive Officer previously purchased a Promissory Note in the amount of $50,000.
In connection with the sale of the Promissory Note, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
The foregoing description of the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of Promissory Note filed as Exhibit 10.1 hereto, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Form of Promissory Note |
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.
| CELL SOURCE, INC. | |||
| Dated: December 2, 2014 | By: | /s/ Itamar Shimrat | |
| Name: Itamar Shimrat | |||
| Title: 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 "Principal Amount").
2. Payment. All amounts payable here under shall be paid in lawful money of the United States by certified check or wire transfer. Maker may repay all or any portion of the unpaid principal amount of this Note without any premium or penalty. The unpaid principal and accrued interest under this Note shall become all due and payable on May 26, 2015 (the “Maturity Date”) . This Note shall bear interest at the rate of 6% per annum.
3. Notices . Any demand, notice or other communication to be given in connection with this Note shall be given in writing and shall be given by personal delivery, by registered mail or by electronic means of communication addressed to the recipient as follows:
| To the Holder: | Itamar Shimrat | ||
| Email: ishimrat@netvision.net.il | |||
| To Maker: | Cell Source, Inc. | ||
| 65 Yigal Alon Street | |||
| Tel Aviv, Israel 67433 | |||
| Attention: Yoram Drucker | |||
| ydrucker@cell-source.com | |||
or to such other address, individual or electronic communication number as may be designated by notice given by either party to the others in accordance herewith. Any demand, notice or other communication given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if given by registered mail, on the 5 th day following the deposit thereof in the mail and, if given by electronic communication, on the day of transmittal (with receipt confirmed) thereof. If the party giving any demand, notice or other communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of mail, any such demand, notice or other communication shall not be mailed but shall be given by personal delivery or by electronic communication.
4. Amendments . Any provision of this Note may be amended only with the written consent of Maker and the Holder. Any amendment effected in accordance with this Section 4 shall be binding upon Maker and the Holder and their permitted assigns and successors.
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5. No Right of Set Off. Maker shall have no right of set off or counterclaim with respect to the monies owing hereunder, and Maker hereby waive presentment; protest and notice of every kind and waives any defenses based upon indulgences, which may be granted by the Holder to Maker.
7. Jury Waiver . The Holder and Maker hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Holder or Maker against the other.
8. Governing Law . This Note will be governed by the laws of the State of New York without regard to its conflicts of law provisions.
| MAKER: | HOLDER: |
| CELL SOURCE, INC. |
| By: | By: | |||
| Name: | Yoram Drucker | Itamar Shimrat | ||
| Title: | Chairman |
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