Cell Source Ltd. acquired Cell Source, Inc. in a reverse merger transaction.
July 01, 2014 at 12:00 am EDT
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Cell Source Ltd. entered into a share exchange agreement to acquire Cell Source, Inc. (OTCBB:CLCS) in a reverse merger transaction on June 30, 2014. 100% of the shareholders of Cell Source Ltd. exchanged 18.24 million shares for 18.24 million shares of Cell Source, Inc. which represents 78.5% of the outstanding shares of common stock of Cell Source, Inc. Outstanding warrants to acquire Cell Source Ltd ordinary shares were exchanged for newly issued warrants to purchase shares of Cell Source, Inc. Upon completion of the transaction, Cell Source, Inc will become subsidiary of Cell Source Ltd.
In connection with the Share Exchange Agreement, lock-up agreement was also entered which terminates on the two year anniversary of the closing date. The management team will be under the leadership of current management team of Cell Source Ltd. headed by Itamar Shimrat, Chief Executive Officer of Cell Source Ltd. and will include Yoram Drucker as Director (Executive Chairman), David Zolty, Ben Friedman and Dennis Brown as Directors. Effective on the closing date, Aidan Buckley resigned as the Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, Chairman and Director of Cell Source, Inc. The transaction is subject to shareholders' approval, resignation of Cell Source, Inc.'s directors, execution of registration rights agreement, amendment to Certificate of Incorporation, Israeli tax rulings and lock-up agreement. Gregory Sichenzia, David Manno and Jay Yamamoto of Sichenzia Ross Friedman Ference LLP acted as legal advisors to Cell Source Ltd.
Cell Source Ltd. completed the acquisition of Cell Source, Inc. (OTCBB:CLCS) in a reverse merger transaction on June 30, 2014.
Cell Source, Inc. is a cell therapy company focused on immunotherapy. The Company is primarily focused on the development of immune system management technology (Veto Cell technology). Its lead prospective product is its Veto Cell immune system management technology. Its Veto Cell technology is an immune tolerance biotechnology that enables the selective blocking of immune responses. Its Veto Cell technology is in pre-clinical phase, and its data shows that it provides results in allogeneic (donor-derived) hematopoietic stem cell transplantation (HSCT) by allowing for haploidentical stem cell transplants under a mild conditioning regimen. Its product pipeline includes chimeric antigen receptor (CAR) T-cell therapies, which include VETO CAR-T (with or without HSCT) for B-cell malignancies, Veto Cell kidney transplants, VETO CAR-T for solid tumors, Veto Cell liver transplants, and Veto HSCT for non-malignant disorders. The Company's wholly owned subsidiary is Cell Source Limited (CSL).