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)   (IRS Employer Identification No.)

 

65 Yigal Alon Street

Tel Aviv, Israel

      67433
(Address of principal executive offices)       (Zip Code)

 

Registrant’s telephone number, including area code: 011 972 3 562-1755

 

 

(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 A MATERIAL DEFINITIVE AGREEMENT

 

On June 4, 2015, Cell Source, Inc., a Nevada corporation (the “Company”), entered into a consulting and advisory agreement (the “Agreement”) with Dr. Terry B. Strom (“Consultant”). Unless terminated earlier at the option of the Company, the Agreement terminates on May 21, 2017. Pursuant to the Agreement, Consultant shall, in the capacity of independent contractor, serve as Chairman of the Company’s Scientific Advisory Board (the “SAB”), and be available to advise and collaborate with the Company or the SAB. The Company agreed to compensation consisting of (i) quarterly payments to the Consultant of $3,000 for Consultant’s serving as Chairman of the SAB; (ii) issuance to Consultant of 120,000 warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exercise price of $0.75, which Warrants shall vest quarterly over the course of the term of the Agreement; and (iii) payments of $1,000 per day of each symposium meeting at which Consultant is present, with travel expenses to be reimbursed by the Company. The Company and Consultant have agreed that payments will commence after certain milestones. The issuance of the Warrants and the Common Stock issuable upon exercise of the Warrants are deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering.

 

On June 4, 2015, the Company released a press release announcing the addition of Dr. Strom to the SAB.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement which is attached as Exhibit 10.1 hereto, which is incorporated herein by reference.

 

 

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

 

(d)           Exhibits.

 

The exhibit listed in the following Exhibit Index is furnished as part of this Current Report on Form 8-K.

 

Exhibit No. Description
10.1 Consulting/Advisory Agreement
99.1 Press Release

 

 
 

 

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 thereunto duly authorized.

 

Date:  June 10, 2015

 

 

    CELL SOURCE, INC.
     
  By: /s/ Itamar Shimrat
    Name: Itamar Shimrat
    Title: Chief Executive Officer
     

 

 

 

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 by the Company to provide such services, on the terms and conditions set forth below and described in Schedule A attached hereto;

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Company and Consultant agree as follows:

 

1.  Consulting . The Company hereby retains Consultant, and Consultant hereby agrees to make himself available as a consultant to the Company, upon the terms and subject to the conditions contained herein. During the Term (as hereinafter defined), Consultant shall provide the Services to the Company as requested by management and the Company’s Board of Directors.

 

2.  Term . Subject to the provisions for termination hereinafter provided, the term of this Agreement shall commence on May 21, 2015 (the “Effective Date”) and shall continue until May 21, 2017 (the “Consultant Term”).

 

3.  Compensation . In consideration of the services to be rendered by Consultant hereunder, during the Consultant Term the Company agrees to pay to Consultant, and Consultant agrees to accept, the compensation set forth in Schedule B (the “ Consulting Fee” ). The Company agrees to reimburse Consultant for reasonable out-of-pocket expenses incurred in connection with services performed under this Agreement, including but not limited to transportation expenses, lodging and meal expenses, lodging, meals, taxis and trains. Consultant will bill Company quarterly for services rendered, with payment due within 30 days from the date of invoice.

 

4.  Termination . The Company may, in its discretion and at its option terminate this Agreement at any time.

 

5.  Confidential Information . Consultant recognizes and acknowledges that by reason of Consultant’s retention by and service to the Company before, during and, if applicable, after the Consulting Term, Consultant will have access to certain confidential and proprietary information relating to the Company’s business, which may include, but is not limited to, trade secrets, trade “know-how,” product development techniques and plans, formulas, customer lists and addresses, financing services, funding programs, cost and pricing information, marketing and sales techniques, strategy and programs, computer programs and software and financial information (collectively referred to as “Confidential Information”). Consultant acknowledges that such Confidential Information is a valuable and unique asset of the Company and Consultant covenants that he will not, unless expressly authorized in writing by the Company, at any time during the Consulting Term use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation except in connection with the performance of Consultant’s duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information. Consultant also covenants that at any time after the termination of this Agreement, directly or indirectly, he will not use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation, unless such information is in the public domain through no fault of Consultant or except when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Consultant to divulge, disclose or make accessible such information. All written Confidential Information (including, without limitation, in any computer or other electronic format) which comes into Consultant’s possession during the Consulting Term shall remain the property of the Company. Except as required in the performance of Consultant’s duties for the Company, or unless expressly authorized in writing by the Company, Consultant shall not remove any written Confidential Information from the Company’s premises, except in connection with the performance of Consultant’s duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information. Upon termination of this Agreement, the Consultant agrees to return immediately to the Company all written Confidential Information (including, without limitation, in any computer or other electronic format) in Consultant’s possession.

 

 
 

 

6.  Independent Contractor . It is understood and agreed that this Agreement does not create any relationship of association, partnership or joint venture between the parties, nor constitute either party as the agent or legal representative of the other for any purpose whatsoever; and the relationship of Consultant to the Company for all purposes shall be one of independent contractor. Neither party shall have any right or authority to create any obligation or responsibility, express or implied, on behalf or in the name of the other, or to bind the other in any manner whatsoever.

 

7.  Conflict of Interest . The Consultant and the Company hereby agree that there is no conflict of interest in connection with the retention by the Company of the Consultant pursuant to this Agreement.

 

8.  Waiver of Breach . The waiver by any party hereto of a breach of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach.

 

9.  Binding Effect; Benefits . None of the parties hereto may assign his or its rights hereunder without the prior written consent of the other parties hereto, and any such attempted assignment without such consent shall be null and void and without effect. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, permitted assigns, heirs and legal representatives.

 

10.  Notices . All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) one (1) business day after being mailed with a nationally recognized overnight courier service, or (c) three (3) business days after being mailed by registered or certified first class mail, postage prepaid, return receipt requested, to the parties hereto at:

 

2
 

 

If to the Company, to :  
   
Itamar Shimrat  
Email:  ishimrat@cell-source.com  
   
If to the Consultant, to:  
   
Dr. Terry B. Strom  
Email:  tstrom@bidmc.harvard.edu  

 

11.  Entire Agreement; Amendments . This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification or discharge is sought.

 

12.  Severability . The invalidity of all or any part of any provision of this Agreement shall not render invalid the remainder of this Agreement or the remainder of such provision. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

 

13.  Governing Law; Consent to Jurisdiction . This Agreement shall be governed by and construed in accordance with the law of the State of New York without giving effect to the principles of conflicts of law thereof. The parties hereto each hereby submits himself or itself for the sole purpose of this Agreement and any controversy arising hereunder to the exclusive jurisdiction of the state courts in the State of New York.

 

14.  Headings . The headings herein are inserted only as a matter of convenience and reference, and in no way define, limit or describe the scope of this Agreement or the intent of the provisions thereof.

 

15.  Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures evidenced by facsimile transmission will be accepted as original signatures.

 

[SIGNATURE PAGE FOLLOWS]

 

3
 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.

 

 

 

  Cell Source, Inc.
     
     
     
  By: /s/ Itamar Shimrat
    Name: Itamar Shimrat
    Title: Chief Executive Officer
     
     
  CONSULTANT
     
     
     
  /s/ Dr. Terry B. Strom
  Name:  Dr. Terry B. Strom

 

4

 

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 and Director of The Transplant Institute at Beth Israel Deaconess Medical Center, has been retained to serve as Chairman of its Scientific Advisory Board.

 

Itamar Shimrat, CEO of Cell Source, stated, "Dr. Strom's premier role in the field of transplantation and prestigious research achievements position him well to lead our Scientific Advisory Board. Throughout a long career in Immunobiology, Dr. Strom's principle interest has been in immune 'tolerance,' particularly in transplantation and diabetes. He is specifically interested in the mechanism of tolerance -- which coincides with Cell Source's focus on Veto Cell technology, whose most significant attribute is its tolerance induction capability. We expect Dr. Strom to build and lead an international team of experts that will both guide our long term strategy and streamline our near term development opportunities."

 

Dr. Strom said, "I am very excited to be working with Cell Source and building a world class Scientific Advisory Board that helps define and perfect the vision of the company." Dr. Strom was the founding President of the American Society of Transplantation, past President of the Clinical Immunology Society and has been awarded life-time achievement awards by the American Society of Transplantation, the American Society of Nephrology and the International Society of Nephrology.

 

He received his undergraduate and medical school education at the University of Illinois. He trained in internal medicine at the University of Illinois Hospital and Boston's then Beth Israel Hospital and in nephrology and transplant immunology at the Peter Bent Brigham (now Brigham and Women's Hospital). Upon completion of his training, he was appointed Medical Director of the hospital's transplant program. Dr. Strom moved to Beth Israel Hospital, another Harvard teaching hospital, as Medical Director of their transplant program. His work has been continuously funded by the NIH for over 30 years.

 

About Cell Source, Inc.

 

Cell Source, Inc. (OTCQB: CLCS) a biotechnology company focused on developing cell therapy treatments based on immunotherapy and regenerative medicine.

 

For more information go to www.cell-source.com

 

Cautionary Note on Forward-Looking Statements

 

This press release contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. With the exception of historical information, the matters discussed in this press release are forward-looking statements that involve a number of risks and uncertainties. The actual future results of Cell Source, Inc. could differ significantly from those statements. Factors that could cause actual results to differ materially include risks and uncertainties such as the inability to finance the company's operations, inability to hire and retain qualified personnel, and changes in the general economic climate, as well as the risk factors disclosed in Cell Source, Inc.'s Form 10-K filed on March 13, 2015. Cell Source, Inc. may, in some cases, use terms such as "anticipates," "continue," "estimates," "predicts," "believes," "potential," "proposed," "expects," "plans," "intends," "may," "could," "should," "might," "will," or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such statements should not be regarded as a representation by Cell Source, Inc. or any other person, that such forward-looking statements will be achieved. Cell Source, Inc. undertakes no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on such forward-looking statements. This release does not constitute an offer to sell or a solicitation of offers to buy any securities of any entity.

 

INVESTOR, MEDIA & GENERAL CORPORATE CONTACT:
Phone: +1 (646) 612-7554
Toll Free: +1 (888)-315-4650
Email: info@cell-source.com

 

Source: Cell Source, Inc.

 

Released June 4, 2015