Subsequent Events |
12 Months Ended |
|---|---|
Dec. 31, 2024 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 14 – Subsequent Events
The Company has evaluated events that have occurred after the balance sheet and through the date the financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed below.
Advisory Agreements
Subsequent to December 31, 2024, the Company entered into an advisory agreement with a certain advisor to perform independent advisory services in connection with business operations from February 1, 2025 to June 30, 2025. In consideration of services to be performed, the Company shall issue to the advisor 5-year warrants to purchase 150,000 shares of common stock, which vest % monthly during the term of the agreement at an exercise price of $0.75 per share.
Note Amendments
Subsequent to December 31, 2024, the Company entered into a note amendment agreement with a note holder to (i) extend the maturity date of a note in the principal amount of $50,000 from December 23, 2024 to April 30, 2025. If the note is not repaid in full by April 30, 2025, any further extension will require the issuance of an additional five-year warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.75 per share. Contemporaneous with the execution of this amendment, the Company issued to the lender an additional five-year warrant to purchase 150,000 shares of the Company’s common stock at an exercise price of $0.75 per share. This note was then amended again to extend the maturity date of the note from April 30, 2025 to July 31, 2025. Contemporaneous with the execution of this additional amendment, the Company issued to the lender an additional five-year warrant to purchase 150,000 shares of the Company’s common stock at an exercise price of $0.75 per share. This note was then amended again to extend the maturity date of the note from July 31, 2025 to December 31, 2025. Contemporaneous with the execution of this additional amendment, the Company issued to the lender an additional five-year warrant to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.75 per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.
Subsequent to December 31, 2024, the Company entered into a note amendment agreement with a note holder to (i) extend the maturity date of a note in the principal amount of $25,000 from December 26, 2024 to April 30, 2025. If the note is not repaid in full by April 30, 2025, any further extension will require the issuance of an additional five-year warrant to purchase 25,000 shares of the Company’s common stock at an exercise price of $0.75 per share. Contemporaneous with the execution of this amendment, the Company issued to the lender an additional five-year warrant to purchase 75,000 shares of the Company’s common stock at an exercise price of $0.75 per share. This note was then amended again to extend the maturity date of the note from April 30, 2025 to July 31, 2025. Contemporaneous with the execution of this additional amendment, the Company issued to the lender an additional five-year warrant to purchase 75,000 shares of the Company’s common stock at an exercise price of $0.75 per share. This note was then amended again to extend the maturity date of the note from July 31, 2025 to December 31, 2025. Contemporaneous with the execution of this additional amendment, the Company issued to the lender an additional five-year warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.75 per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.
Subsequent to December 31, 2024, the Company entered into a note amendment agreement with a note holder to (i) extend the maturity date of a note in the principal amount of $250,000 from April 30, 2025 to June 30, 2025. Contemporaneous with the execution of this amendment, the Company issued to the lender an additional five-year warrant to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.75 per share.
CELL SOURCE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Subsequent to December 31, 2024, the Company entered into a note amendment agreement with a note holder to (i) extend the maturity date of a convertible note in the principal amount of $25,000 to December 31, 2025. Contemporaneous with the execution of this amendment, the Company issued to the lender an additional five-year warrant to purchase 75,000 shares of the Company’s common stock at an exercise price of $0.75 per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.
Issuance of Notes Payable
Subsequent to December 31, 2024, the Company received proceeds of $327,000 from a related party investor and issued a note payable in the principal amount of $385,860 with a maturity date of April 27, 2025. The note bears interest at 12% per annum and has an original issue discount of $58,860. In connection with the issuances, the Company issued a ten-year immediately vested warrant to purchase 490,500 shares of common stock at an exercise price of $0.75 per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.
Subsequent to December 31, 2024, the Company received proceeds of $50,000 from an investor and issued a note payable in the principal amount of $62,500 with a maturity date of November 15, 2025. The note has an original issue discount of $12,500. In connection with the issuances, the Company issued a ten-year immediately vested warrant to purchase 75,000 shares of common stock at an exercise price of $0.35 per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.
Subsequent to December 31, 2024, the Company received proceeds of $30,000 from an investor and issued a note payable in the principal amount of $37,500 with a maturity date of November 16, 2025. The note bears interest at 10% per annum and has an original issue discount of $7,500. In connection with the issuances, the Company issued a ten-year immediately vested warrant to purchase 45,000 shares of common stock at an exercise price of $0.35 per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.
Subsequent to December 31, 2024, the Company received gross proceeds of $56,000 from an investor and issued a note payable in the principal amount of $66,080 with an original issue discount of $10,080. The note had a maturity date of October 30, 2025, and was repaid in full prior to maturity.
Subsequent to December 31, 2024, the Company received net proceeds of $200,000 from an investor and issued a note payable in the principal amount of $285,714 pursuant to a note purchase agreement which provides that the investor will loan an additional $800,000 in seven tranches upon the occurrence of certain events, including the completion by the Company of certain filings with the Securities Exchange Commission. If all tranches are funded, the aggregate principal amount of the notes issued pursuant to the Note Purchase Agreement will be $1,428,571. The note is secured by substantially all of the assets of the Company and is convertible into shares of the Company’s common stock in the event of a default under the note at a conversion price equal to 65% of the trading price of the Company’s common stock during the 20-trading day period prior to conversion. The notes will be due on February 24, 2026. The Company issued shares of common stock (the “Origination Shares”) and a warrant to purchase shares of common stock at an exercise price of $0.25 per share to the investor pursuant to the terms of the note purchase agreement. If all tranches are funded, the Company will be required to issue warrants to purchase an additional shares of common stock to the investor. The investor has been granted “piggyback” registration rights with respect to the Origination Shares and the shares issuable upon conversion of the notes and exercise of the warrants and rights to participate in future financings. The Company will be required to issue additional shares of common stock to the investor if the market value of the Origination Shares falls below $428,571. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.
Subsequent to December 31, 2024, the Company received aggregate proceeds of $400,000 from investors and issued notes payable in the principal amount of $500,000 with a maturity date of January 7, 2026. The notes bear interest at 10% per annum and have an original issue discount of $100,000. In connection with the issuances, the Company issued ten-year immediately vested warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.75 per share. In connection with the issuances, the Company issued an aggregate of shares of its common stock. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.
Subsequent to December 31, 2024, the Company received proceeds of $9,251 from an investor and issued a note payable in the principal amount of $11,564 with a maturity date of November 20, 2025. The note bears interest at 10% per annum and has an original issue discount of $2,313. In connection with the issuances, the Company issued a five-year immediately vested warrant to purchase 20,000 shares of common stock at an exercise price of $0.75 per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 8, Notes Payable, for additional information.
Subsequent to December 31, 2024, the Company received proceeds of $149,500 from an investor and issued a note payable in the principal amount of $186,875 with a maturity date of December 2, 2026. The note bears interest at 10% per annum and has an original issue discount of $37,375. In connection with the issuances, the Company issued a ten-year immediately vested warrant to purchase 373,750 shares of common stock at an exercise price of $0.75 per share.
Subsequent to December 31, 2024, a note payable to a lender in the original principal amount of $202,500, which matured on March 6, 2025 was satisfied in full. In connection with the satisfaction, the Company paid $100,000 and the remaining balance was paid by a third-party lender. Contemporaneous with the repayment, the Company entered into a business loan and security agreement with the third-party lender in the principal amount of $250,000 with a maturity date of May 11, 2026. If the loan is not repaid by the maturity date, a late fee of 45% of the principal balance will be imposed. The loan is secured by substantially all of the assets of the Company and is personally guaranteed by a member of the Company’s Board of Directors.
CELL SOURCE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Subsequent to December 31, 2024, the Company completed a private placement of original issue discount convertible notes payable in the aggregate principal amount of $1,875,000. The Company received net 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 $0.40 per share. A total of 1,875,000 warrants were issued in the offering.
Subsequent to December 31, 2024, the Company received aggregate proceeds of $450,000 from investors and issued notes payable in the principal amount of $562,500 with maturity dates ranging from July 29, 2026 to August 27, 2026. The notes bear interest at 10% per annum and have an original issue discount of $112,500. In connection with the issuances, the Company issued five-year immediately vested warrants to purchase 562,500 shares of common stock at an exercise price of $0.40 per share.
Issuance of Series B Convertible Preferred Stock
Subsequent to December 31, 2024, the Company received proceeds of $310,000 from investors in connection with the issuance of shares of its Series B Convertible Preferred Stock and five-year warrants to purchase 465,000 shares of the Company’s common stock at an exercise price of $0.75 per share.
Issuance of Common Stock
Subsequent to December 31, 2024, the Company received gross proceeds of $250,000 from investors in connection with the issuance of an aggregate ofshares of its Common Stock and ten-year warrants to purchase an aggregate of 714,286 shares of the Company’s common stock at an exercise price of $0.35 per share.
Subsequent to December 31, 2024, the Company issued an aggregate of shares of its common stock as payment-in-kind dividends to holders of its Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock.
Stock Options
Subsequent to December 31, 2024, the Company granted an aggregate of five-year immediately vested options under the Company’s Equity Incentive Plan to three of the Company’s directors, the Chief Executive Officer, the Chairman of the Scientific Advisory Board and a service provider with an exercise price of $0.75 per share.
Subsequent to December 31, 2024, the Company entered into an amendment with certain option holders to extend the expiration date by four years from August 19, 2025 to August 19, 2029.
Subsequent to December 31, 2024, the Company entered into an option amendment with its CEO to extend the expiration date by five years from March 7, 2026 to March 7, 2031.
Stock Warrants
Subsequent to December 31, 2024, the Company entered into warrant amendment agreements with certain investors to extend the expiration dates ranging from February 2025 to August 2025, to February 2029 to August 2029.
Subsequent to December 31, 2024, the Company entered into a warrant amendment agreement with an investor to extend the expiration date of the warrant from December 1, 2025 to December 1, 2030.
Subsequent to December 31, 2024, the Company entered into warrant amendment agreements with a related party investor to extend the expiration date of the warrants from June 18, 2025 to June 18, 2030, and March 2, 2026 to March 2, 2031. Contemporaneous with the execution of these amendments, the warrants have been assigned to the Darlene Soave Revocable Trust.
Subsequent to December 31, 2024, the Company entered into warrant amendment agreements with certain investors to extend the expiration dates from January 13, 2026 to January 13, 2030.
Subsequent to December 31, 2024, the Company entered into a warrant agreement with an investor to issue five-year warrants to purchase 25,000 shares of the Company’s common stock at an exercise price of $0.75 per share.
Automatic Conversion of Preferred Stock
Subsequent to December 31, 2024, the issued and outstanding shares of the Company’s Series A Preferred Stock converted into shares of the Company’s common stock in accordance with the terms of the Certificate of Designation governing the terms of the Series A Preferred Stock.
Subsequent to December 31, 2024, the issued and outstanding shares of the Company’s Series C Preferred Stock converted into shares of the Company’s common stock in accordance with the terms of the Certificate of Designation governing the terms of the Series C Preferred Stock. |