Cell Source's delayed 10-Q shows $1,240 in cash and $11.1 million of past-due notes

Cell Source signed a quarterly report on May 14, 2026, for the quarter ended March 31, 2025, a filing made more than a year after that quarter closed. The report shows $1,240 of cash at March 31, 2025, down from $74,631 at December 31, 2024. The company says it is funding its operations on a month-to-month basis, and that these conditions raise substantial doubt about its ability to continue as a going concern.

The report says notes with principal of about $6,328,000 were past due at March 31, 2025, and about $11,116,000 were past due through the filing date. Cell Source reported a working capital deficiency of approximately $20,136,000 at the end of the quarter. It had no revenue and a net loss of about $1,482,000 for the three months.

Cash and the notes

Operations used $600,391 of cash in the quarter, against $173,852 a year earlier, and financing activities provided $527,000. After the quarter, the company says it received about $2,839,000 from new notes payable, $310,000 from Series B preferred stock and $100,000 from common stock. The $310,000 from Series B preferred stock came from investors who received 41,332 Series B shares and five-year warrants for 465,000 shares.

One note purchase agreement brought net proceeds of $200,000 for a note with principal of $285,714. The investor agreed to lend another $800,000 in seven tranches when certain events occur, including completion of certain SEC filings. The note is secured by substantially all of the company's assets and converts at 65% of the trading price if the company defaults. It was due on February 24, 2026, and was past due when the financial statements were issued. The investor also received 1,714,286 origination shares and a warrant for 571,429 shares at $0.25 per share.

A lender holding a $202,500 note issued a notice of default. That note matured on March 6, 2025, and was later satisfied in full. Cell Source paid $100,000, and a third-party lender paid the rest. The company then signed a $250,000 secured loan with that lender, due May 11, 2026. If it is not repaid by then, a late fee of 45% of the principal balance applies. A board member personally guarantees the loan, according to the report.

The January placement and the uplisting plan

The company's financing record also includes a January 2026 private placement. In a release dated Jan 15, 2026, Cell Source said it had closed $1,875,000 of original issue discount convertible notes for gross proceeds of $1,500,000. The notes bear interest at 10% a year and convert at 90% of the lowest volume weighted average price in the 10 trading days before conversion. They come due on the earlier of June 17, 2026, or a listing on the Nasdaq Capital Market or another national exchange. Investors also received five-year warrants with an exercise price of $.40 per share.

The same release said Cell Source was preparing an uplisting to the Nasdaq Capital Market and had engaged Vstock Transfer, LLC as its transfer agent. The company's common stock trades on the OTC Pink market. That plan sits beside a 10-Q that carries a going-concern warning and past-due notes. The release does not give a timetable for the uplisting.

Cell Source describes itself as the exclusive innovator of Veto Cell-based cellular therapies. Its 10-K carries the same going-concern warning.

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