CLCS.OTC.PinkCell Source, INC

10-Q: Cell Source Inc. Reports Q1 2024 Results: Funding Concerns Loom Amidst Ongoing Development

Sentiment:

Quarterly Report (Form 10-Q)


Cell Source Inc. reports a net loss for Q1 2024 and expresses concerns about its ability to continue as a going concern due to a working capital deficiency and past due notes.

Capital raiseThe company is actively negotiating to raise additional capital through debt and equity financings.Subsequent to March 31, 2024, the company received $500,000 from the issuance of notes payable and $726,000 from the issuance of Series B Convertible Preferred Stock.
Worse than expectedThe company reported a net loss, has a significant working capital deficiency, and management has expressed doubt about the company's ability to continue as a going concern.

Summary

  • Cell Source Inc. reported its financial results for the quarter ended March 31, 2024.
  • The company had no revenue and a net loss of approximately $1.275 million for the quarter.
  • Cash used in operations was approximately $174,000.
  • As of March 31, 2024, the company had a working capital deficiency of approximately $16.754 million and an accumulated deficit of approximately $42.943 million.
  • Notes payable with principal amounts totaling approximately $5.643 million and convertible notes payable of $1.956 million were past due as of March 31, 2024.
  • The company is actively negotiating to raise additional capital through debt and equity financings.
  • Management expresses substantial doubt about the company's ability to continue as a going concern for at least one year.
  • Subsequent to March 31, 2024, the company received $500,000 from the issuance of notes payable and $726,000 from the issuance of Series B Convertible Preferred Stock.

Sentiment

Score: 3

Explanation: The document presents a concerning financial situation for Cell Source, with a net loss, significant working capital deficiency, and a going concern warning. While the company is actively seeking additional funding, the overall sentiment is negative due to the financial challenges and uncertainties surrounding its future.

Positives

  • The company is actively negotiating to raise additional capital.
  • Research and development expenses increased by 5% to $356,213 for the three months ended March 31, 2024.
  • General and administrative expenses decreased by 27% to $781,916 for the three months ended March 31, 2024.
  • Subsequent to March 31, 2024, the company received $500,000 from the issuance of notes payable and $726,000 from the issuance of Series B Convertible Preferred Stock.

Negatives

  • The company had a net loss of $1.275 million for Q1 2024.
  • The company's working capital deficiency was $16.754 million as of March 31, 2024.
  • Past due notes payable totaled $5.643 million and convertible notes payable totaled $1.956 million as of March 31, 2024.
  • Management has expressed substantial doubt about the company's ability to continue as a going concern.

Risks

  • The company's ability to continue as a going concern is in doubt.
  • The company may have to curtail its development, marketing, and promotional activities if it cannot obtain additional financing.
  • The company could be forced to discontinue its operations and liquidate if it cannot secure additional funding.
  • The intensity and duration of Israels current war against Hamas is difficult to predict, and as are such wars economic implications on the Companys business and operations.

Future Outlook

Management plans to continue efforts to raise additional capital through debt and equity financings, but there is no assurance that these funds will be sufficient to enable the company to fully complete its development activities or attain profitable operations.

Management Comments

  • Management expresses substantial doubt about the company's ability to continue as a going concern for at least one year from the date these financial statements are issued.

Industry Context

The company is focused on developing cell therapy treatments based on the management of immune tolerance, which is a key area of focus in the biotechnology industry. The company's Veto Cell technology aims to improve the safety and efficacy of stem cell transplantation and CAR-T cell therapy, which are both rapidly growing fields.

Comparison to Industry Standards

  • It is difficult to compare Cell Source's financial results directly to industry standards due to its early stage of development and lack of revenue.
  • However, the company's focus on cell therapy and immune tolerance aligns with broader industry trends in biotechnology.
  • Many biotechnology companies in the early stages of development rely on funding from venture capital, grants, and partnerships to support their research and development efforts.
  • Cell Source's reliance on debt and equity financings is a common strategy for early-stage biotechnology companies, but it also carries significant risks, as highlighted by the company's going concern warning.

Legal Proceedings

  • The company resolved a legal proceeding by making a final payment of $135,000 in June 2024.

Related Party Transactions

  • In March 2024, the Company received additional advances of $ 146,672 under a note originally issued to George Verstraete, a director of the Company, and assigned to a trust controlled by Darlene Soave, a director of the Company, (the Verstraete Note), and, as a result, increased the outstanding principal balance of the Verstraete Note to $ 3,736,708.

Stakeholder Impact

  • Shareholders face significant risk due to the company's financial instability and going concern warning.
  • Employees and consultants may be impacted by potential curtailment of operations and development activities.
  • The company's ability to continue its research and development efforts is crucial for patients who may benefit from its cell therapy treatments.
  • Creditors face the risk of non-payment due to the company's financial difficulties.

Next Steps

  • The company plans to submit a clinical protocol for allogeneic VETO CAR-T HSCT combined therapy for blood cancer treatment for approval by the end of 2024.
  • The company will continue to conduct its Phase 1/2 clinical trial at the University of Texas MD Anderson Cancer Center.
  • The company will continue to seek additional funding through debt and equity financings.

Key Dates

DateDescription
2011Cell Source Limited (CSL) was founded in Israel.
2012-06-06Cell Source, Inc. was formed as a Nevada corporation.
2016-03-16Promissory note in the principal amount of $250,000 due.
2018-11Date of one of the two agreements with MD Anderson.
2019-01Collection action instituted in the Supreme Court of the State of New York, County of New York.
2019-02Date of one of the two agreements with MD Anderson.
2019-06-12Plaintiff served a motion for summary judgment through the Secretary of State.
2019-07-12Motion for summary judgment was heard and granted.
2019-10Judgment was entered in the amount of $267,680.
2021-02Motion to vacate was denied.
2021-03-03BMT 2021 Correction of Sickle Cell Disease by Allogeneic Hematopoietic Cell Transplantations with Anti-3rd Party Veto Cells, Bone Marrow Transplantation.
2021-04-15Motion to Renew and Reargue the motion to vacate was denied.
2023-08A supplemental judgment of $38,838 was entered against the Company.
2023-10-07Conflict arose between Israel and Hamas militants on Israels southern border from the Gaza Strip.
2023-10Beginning in October 2023, the Company entered into subscription agreements with certain accredited investors in a private placement offering.
2024-01The Company issued 2,000 shares of the Companys common stock to a certain investor as payment for convertible note payable late fees incurred.
2024-01-05The Company entered into an advisory agreement with a certain advisor to perform independent advisory services in connection with business operations from January 5, 2024 to June 4, 2024.
2024-02The Company issued 1,000,000 shares to a consultant for services rendered.
2024-02The Company issued 3,333 units to an accredited investors at a price of $7.50 per unit.
2024-03A note in the principal amount of $100,000 automatically converted into 13,333 shares of our Series C Convertible Preferred Stock and we elected to issue 6,546 shares of common stock in lieu of the payment of $4,910 of cash interest due under such note.
2024-03In March 2024, the Company received additional advances of $ 146,672 under a note originally issued to George Verstraete, a director of the Company, and assigned to a trust controlled by Darlene Soave, a director of the Company, (the Verstraete Note), and, as a result, increased the outstanding principal balance of the Verstraete Note to $ 3,736,708.
2024-03-22The Company completed its private offering of 8 % Convertible Notes that are convertible into shares of the Companys Series C Convertible Preferred Stock at a conversion price of $ 7.50 per share.
2024-03-31End of the quarterly period.
2024-05-31As of May 31, 2024, after taking into account accrued and unpaid interest, approximately $117,000 was owed to the plaintiff and the plaintiff was seeking, among other things, additional monetary sanctions.
2024-06In June 2024, the Company resolved this matter by making a final payment of $135,000, which was accrued for as of March 31, 2024, and the plaintiff agreed to cease the pursuit of additional sanctions against the Company and file a satisfaction of judgment.
2024-06-04The Company entered into an advisory agreement with a certain advisor to perform independent advisory services in connection with business operations from January 5, 2024 to June 4, 2024.
2024-06-24The audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission (SEC) on June 24, 2024.
2024-07The Company issued a five year warrant to purchase 100,000 shares of our common stock at an exercise price of $0.75 per share in exchange for a note held by an accredited investor in the principal amount of $30,000.
2024-07-29Date of report.
2024Cell Source plans to submit this protocol for approval by the end of 2024.

Keywords

Cell Source, financial results, going concern, capital raise, Veto Cell, biotechnology, immunotherapy, net loss, debt, equity

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