aibioCell Source closes $1.875 million convertible note placement and plans Nasdaq uplist
Tickers CLCS
Cell Source closed $1,875,000 of original issue discount convertible notes for $1,500,000 in gross proceeds. The notes convert at 90% of a recent low price, and buyers also received warrants at $.40.
Key facts
- Company
- Cell Source, Inc. (OTC: CLCS)
- News type
- Debt Financing
- Primary source
- Cell Source via ACCESS Newswire Issuer press release
Cell Source, Inc. said on January 15, 2026 that it had closed a private placement of original issue discount convertible notes with an aggregate principal amount of $1,875,000. The company said it received gross proceeds of $1,500,000. The release, issued through ACCESS Newswire, identifies the stock as quoted on OTC Pink Limited under the symbol CLCS.
The gap between principal and cash received is the original issue discount.
Terms of the notes
The notes bear interest at 10% per year. They convert into common stock at 90% of the lowest volume weighted average price of the stock during the ten trading days before conversion. A lower price in that window lowers the conversion price, so the number of shares issued on conversion rises as the stock weakens. The release gives no cap or floor on the conversion price.
The notes come due on 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. If no listing has occurred by then, the notes mature on June 17, 2026.
Investors also received warrants. For each $100,000 invested, the buyer received a five-year warrant with an exercise price of $.40 per share. The release says 1,875,000 warrants were issued in the offering. Together with conversion, the warrants add to the potential dilution, and the release does not give the number of shares that could be issued on conversion or exercise.
Who is named
The release names Vstock Transfer, LLC as the company's transfer agent. It does not name a placement agent, underwriter or financial adviser for the offering.
The company's SEC filings page, which carries a 2026 copyright notice, lists Giordano Halleran & Ciesla as securities counsel. The page does not tie that firm to this placement, and the release does not name counsel to the investors.
The uplist plan
The release says the company is preparing an uplist to the Nasdaq Capital Market and has engaged Vstock Transfer, LLC as its transfer agent. It also says the company plans to expand its communications program to share its clinical results and strategic plans.
The release gives no date for the uplist and does not say what the company expects to need to meet Nasdaq's requirements. It is also silent on what happens if the notes are not converted or repaid by June 17, 2026 without a listing.
The company's technology
The release describes Cell Source as the worldwide, exclusive innovator of Veto Cell cell-based therapy and immunotherapy platforms. It says the company licenses the technology from the Weizmann Institute of Science in Israel. The platform is described as a way to make stem cell, or bone marrow, transplants safer and more accessible for blood cancers such as leukemia, lymphoma and multiple myeloma.
The release also says the platform is being developed to reverse sickle cell disease and other non-malignant blood disorders, and to treat autoimmune diseases such as type 1 diabetes. A Veto Cell CAR-T platform, it says, "could potentially" enable CAR-T therapy in donor-derived settings. The company says it sponsors research and clinical development projects at a leading US cancer center and is focused on moving the platform into additional clinical trials.
The release gives no trial results, enrollment figures, endpoints or control groups. The disease claims are the company's aims, not reported outcomes.
What the sources leave out
The release gives no cash balance, burn rate or net loss. This story does not report the company's liquidity at the time of the placement. The release also does not say what the proceeds will fund.