Cell Source Announces Closing of Private Placement and Hiring of Transfer Agent

Rhea-AI Summary

Cell Source (OTC Pink: CLCS) closed a private placement of original issue discount convertible notes totaling $1,875,000 principal and received $1,500,000 gross proceeds. The notes carry a 10% annual interest rate and convert into common stock at a price equal to 90% of the lowest VWAP during the ten trading days prior to conversion. Notes are due upon the earlier of June 17, 2026 or listing on Nasdaq or another national exchange. For each $100,000 invested investors received a five-year warrant at an exercise price of $0.40, and 1,875,000 warrants were issued. The company engaged Vstock Transfer, LLC as transfer agent and is preparing to uplist to the Nasdaq Capital Market while expanding its communications on clinical results and strategy.

Positive

• Raised $1.5M gross proceeds from convertible note offering
• Issued 1,875,000 five-year warrants at $0.40 exercise
• Engaged Vstock Transfer, LLC and pursuing Nasdaq uplist

Negative

• Convertible notes bear 10% annual interest, increasing financing cost
• Notes mature by June 17, 2026, creating a near-term funding deadline
• Conversion mechanics (90% of lowest ten-day VWAP) and warrants may cause dilution

NEW YORK CITY, NEW YORK / ACCESS Newswire / January 15, 2026 / Cell Source, Inc. (OTC Pink Limited:CLCS) ("Cell Source" or the "Company"), a leading innovator in immune tolerance management, announced today that it has closed a private placement of original issue discount convertible notes in the aggregate principal amount of $1,875,000. The Company received gross proceeds of $1,500,000 from the offering. The notes bear interest at a rate of 10% per annum and are convertible into shares of the Company's common stock at a conversion price equal to 90% of the lowest volume weighted average price of the common stock during the ten trading days prior to conversion. The notes become due upon the earlier of June 17, 2026 or the listing of the Company's common stock on the Nasdaq Capital Market or another national securities exchange. For each $100,000 invested, investors in the offering received a five-year warrant to purchase the Company's common stock at an exercise price of $.40 per share. A total of 1,875,000 warrants were issued in the offering.

Cell Source is preparing for an uplist to the Nasdaq Capital Market and has engaged Vstock Transfer, LLC as its transfer agent. The Company plans to expand its communications program to share its clinical results and strategic plans going forward.

About Cell Source, Inc.

Cell Source, Inc. is the worldwide, exclusive innovator of Veto Cell-based cellular therapy and immunotherapy platform technologies designed to provide safer and more accessible stem cell (e.g. bone marrow) transplantation and improve the treatment of blood cancers such as leukemia, lymphoma and multiple myeloma. The Company licenses the technology from The Weizmann Institute of Science in Israel and sponsors both research and clinical development projects at a leading US Cancer Center. In addition, its Veto Cell platform is being developed to reverse sickle cell disease and other non-malignant genetic blood disorders and to durably treat auto immune diseases such as type 1 diabetes. The Company is developing a Veto Cell CAR-T platform which could potentially enable CAR-T therapy to be used in donor-derived (allogeneic) settings with increased safety, efficacy, and persistence. Cell Source's Veto Cell technologies are also being developed to facilitate safer, donor mismatched organ transplants (e.g., kidney and liver) and also avoid the current need for life-long daily immune system suppression.

The Company is focused on transitioning this allogeneic Veto Cell platform into additional clinical trials in order to develop safe and curative cell therapy treatments (such as stem cell transplants) from mismatched donors as well as safe, durable, and efficacious "off-the-shelf" immunotherapy and immuno-oncology products.

For more information, visit cell-source.com.

Company Contact

Itamar Shimrat, CEO
646.416.7896
ishimrat@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, inability to meet Nasdaq listing requirements and changes in the general economic climate, as well as the risk factors disclosed in the Company's filings with the Securities and Exchange Common and OTC Markets, Inc. 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.

SOURCE: Cell Source, Inc.

View the original press release on ACCESS Newswire

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FAQ

How much did Cell Source (CLCS) raise in the January 2026 private placement?

Cell Source received $1,500,000 in gross proceeds from the offering backed by $1,875,000 principal of convertible notes.

What are the key terms of the CLCS convertible notes issued in January 2026?

Notes bear 10% interest, convert at 90% of the lowest 10-day VWAP before conversion, and are due upon the earlier of June 17, 2026 or a Nasdaq/national exchange listing.

How many warrants did Cell Source (CLCS) issue and what is the exercise price?

The company issued 1,875,000 five-year warrants with an exercise price of $0.40 per share; investors received one warrant per $100,000 invested.

What does the engagement of Vstock Transfer mean for CLCS shareholders?

Engaging Vstock Transfer, LLC establishes a transfer agent relationship necessary for shareholder recordkeeping and is a step toward the planned Nasdaq uplist.

When must CLCS repay or convert the outstanding notes?

The notes become due upon the earlier of June 17, 2026 or when the company's common stock lists on the Nasdaq Capital Market or another national securities exchange.