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Cell Source keeps filing delayed reports after its July 2025 Form 15 notice

Tickers CLCS

Cell Source's July 16, 2025 Form 15 checked the rule for suspending reporting duties. Its later filing list shows more reports, and in January 2026 the company said it was preparing a Nasdaq uplist.

Key facts

Company
Cell Source, Inc. (OTC: CLCS)
News type
Listings
Primary source
SEC EDGAR: Cell Source 15-12G
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Cell Source, Inc. filed a Form 15 dated July 16, 2025. The form is titled as a certification and notice of termination of registration under Section 12(g), or suspension of the duty to file reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934. Only one rule is checked: Rule 12h-3(b)(1)(i). The notice covers the company's common stock, par value $.001, and reports approximately 218 holders of record as of the notice date. Chief executive officer Itamar Shimrat signed it on behalf of the company.

What the filing list shows afterward

The notice did not end the company's public filings. The company's SEC filings page, which carries a 2026 copyright notice, lists a 2024 annual report on Form 10-K and a 2025 quarterly report on Form 10-Q for the quarter ended March 31, 2025. The 10-Q appears above the July 16, 2025 Form 15 entry on that page. The page also lists an 8-K dated June 26, 2025.

The list does not give the filing dates of the 10-K and 10-Q, and it does not say which rule the company used for each later report. This story does not give the results, losses or cash balances those reports contain.

The January 2026 financing

On January 15, 2026, the company announced through ACCESS Newswire that it had closed a private placement of original issue discount convertible notes with an aggregate principal amount of $1,875,000. The release says the company received gross proceeds of $1,500,000 from the offering.

The notes bear interest at 10% per year. They convert into common stock at 90% of the lowest volume weighted average price in the ten trading days before conversion. That means the number of shares issued on conversion rises as the stock price falls. The notes are 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.

Investors also received five-year warrants. For each $100,000 invested, the holder received a warrant to buy common stock at an exercise price of $.40 per share. The release says 1,875,000 warrants were issued in the offering.

Uplist plans

The same release says the company is preparing an uplist to the Nasdaq Capital Market and has engaged Vstock Transfer, LLC as its transfer agent.

These statements sit awkwardly beside the Form 15. A notice that suspends reporting duties and a plan to list on a national exchange are not explained together in these sources. The company does not say in the release whether it will resume periodic reporting in order to list, or when. The release says the company is quoted on OTC Pink Limited.

The technology

The release describes Cell Source as the exclusive licensee of Veto Cell technology from the Weizmann Institute of Science in Israel. It says the platform is intended to make stem cell, or bone marrow, transplants safer and more accessible, to treat blood cancers such as leukemia, lymphoma and multiple myeloma, and to reverse sickle cell disease and other non-malignant blood disorders.

The release says the company sponsors research and clinical development projects at a US cancer center and is focused on moving the allogeneic platform into additional clinical trials. It gives no trial results, sample sizes, endpoints or control arms.

What remains unclear

The filings do not show whether the notes were repaid, converted or extended before June 17, 2026. They do not show whether the company listed on Nasdaq, or whether it filed further reports after the 10-Q in the list.

The story also cannot say what the Form 15 meant for investors in mid 2025, because the notice gives no reasons. The form reports only the holder count and the rule relied on.

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