{"url_path":"/sec/clcs/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1569340/0001493152-26-022926-index.html","accession_number":"0001493152-26-022926","cik":"0001569340","ticker":"CLCS","issuer_name":"Cell Source, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1569340/0001493152-26-022926-index.html","primary_entity_key":"0001569340","primary_entity_name":"Cell Source, Inc."},"word_count":360,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds.**\n\n** **\n\nIn January 2025, we issued\nan Original Issue Discount Promissory Note in the principal amount of $385,860 to George Verstraete, a member of our Board of Directors,\nfor a purchase price of $327,000. The note bears interest at a rate of 12% per annum and became due in April 2025. We issued a ten-year\nwarrant to purchase 490,500 shares of common stock at an exercise price of $0.75 per share to Mr. Verstraete in connection with this transaction.\nWe relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”)\nin connection with this transaction.\n\n \n\nIn January 2025, we issued\nwarrants to purchase an aggregate of 250,000 shares of our common stock at an exercise price of $0.75 per share to two lenders in connection\nwith their agreement to extend the maturity dates of their notes. We relied upon the exemption provided by Section 4(a)(2) of the Securities\nAct in connection with these transactions.\n\n \n\nIn March 2025, we sold 3,333\nshares of Series B Convertible Preferred Stock and issued a five-year warrant to purchase 37,500 shares of our common stock at an exercise\nprice of $0.75 per share to an accredited investor for gross proceeds of $25,000. We relied upon the exemption provided by Section 4(a)(2)\nof the Securities Act in connection with this transaction.\n\n \n\nIn January 2025, we sold 428,572\nshares of our common stock and issued a ten-year warrant to purchase 428,572 shares of the Company’s common stock at an exercise\nprice of $0.35 per share to an accredited investor for gross proceeds of $150,000. We relied upon the exemption provided by Section 4(a)(2)\nof the Securities Act in connection with this transaction.\n\n \n\nIn March 2025, we issued options\nto purchase an aggregate of 4,525,000 shares of our common stock at an exercise price of $0.75 per share to the members of our Board of\nDirectors, our Chief Executive Officer, a member of our Scientific Advisory Board and a service provider. We relied upon the exemption\nprovided by Section 4(a)(2) of the Securities Act in connection with these transactions."}