ITEM 1.01 ENTRY INTO MATERIAL AGREEMENT
On March 10, 2022, Cell Source, Inc. (the "Company") issued a convertible note
to George Verstraete. The terms of the convertible note are described in Item
5.02 below.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTOR;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On March 10, 2022, the Board of Directors of the Company appointed George
Verstraete as a member of the Board.
Mr. Verstraete is s an entrepreneur who has owned and/or managed various
enterprises since 1980. An expert in real estate development and property
management, Mr. Verstraete currently serves as President of DGR Management. He
also serves as a Director of Southern Desert Operations LLC.
Mr. Verstraete has agreed to make a loan of $2,500,000 to the Company pursuant
to the terms of a convertible promissory note (the "Note"). The Note bears
interest at a rate of 10% per annum and will mature twelve months from the date
of issuance. The holder of the Note has the right, at his option, to convert the
Note into shares of the Company's Series B Convertible Preferred Stock at a
conversion price of $7.50 per share at any time after the creation and sale of
the Series B Convertible Preferred Stock. Interest accruing under the Note will
be payable upon the maturity of the Note and may be paid at the Company's option
in either cash or shares of the Company's common stock (valued at $.75 for
purposes of calculating the number of shares).
For each $500,000 advanced under the note, Mr. Verstraete will be issued a
warrant to purchase 400,000 shares of the Company's Common Stock at an exercise
price of $1.25 per share. Each warrant will have a five (5) year term.
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CELL SOURCE, INC. 
