Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2014 (the "Closing Date"), Cell Source, Inc. f/k/a Ticket to See,
Inc. ("TTSE" or the "Company") entered into and closed a share exchange
agreement (the "Share Exchange Agreement") with Cell Source Limited, a company
incorporated in Israel ("Cell Source" or "CSL"), and 100% of the shareholders of
CSL (the "CSL Shareholders") whereby CSL Shareholders, holding 18,245,923 of the
outstanding shares of CSL, transferred an aggregate of 18,245,923 shares of Cell
Source's ordinary shares, each of nominal value of NIS 0.01 ("CSL Ordinary
Shares") to the Company in exchange for an aggregate of 18,245,923 newly issued
shares of common stock, par value $0.001 per share, of the Company (the "Company
Common Stock"). The aggregate of 18,245,923 newly issued Company Common Stock
represents 78.5%% of the outstanding shares of common stock of the Company
following the Closing Date. Outstanding warrants to acquire CSL Ordinary Shares
were exchanged for newly issued warrants to purchase shares of the Company
Common Stock (the "Company Warrants"). The Company Warrants contain
substantially similar terms as the warrants to acquire CSL Ordinary Shares and
entitle the holder to purchase an equivalent number of shares of Company Common
Stock at an exercise price of $0.75 per share. The Company Warrants, which are
subject to adjustment as provided therein, are redeemable by the Company at a
price of $2.50 per share of Company Common Stock upon thirty (30) and sixty (60)
days prior written notice to holders, subject to the conditions that (i) there
is an effective registration statement covering the resale of the underlying
shares of Company Common Stock and (ii) the Company Common Stock has traded for
twenty (20) consecutive days with a closing price of at least $2.50 per share
with an average trading volume of 100,000 shares per day. In addition,
outstanding warrants to acquire CSL Ordinary Shares held by Dr. Reisner and Yeda
(as defined below) were exchanged for warrants to purchase shares of Company
Common Stock (the "Researcher Company Warrants"), which Researcher Company
Warrants contain substantially similar terms as their warrants to acquire CSL
Ordinary Shares. The Researcher Company Warrants entitle Dr. Reisner and Yeda to
purchase 48,459 and 1,995,376 shares of Company Common Stock, respectively, at a
price of $0.001 per share, subject to adjustment as provided therein, and may be
exercised using a cashless exercise method.
In connection with the Share Exchange Agreement, holders of up to 15,000,000 CSL
Ordinary Shares ("Certain Holders") and holders of up to 3,000,000 Company
Common Stock ("Certain Company Holders" and, collectively with Certain Holders,
the "Lockup Holders") are subject to a lockup agreement ("Lockup Agreement"),
which terminates on the two (2) year anniversary of the Closing Date with
. . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
Information in response to this Item 2.01 is keyed to the Item numbers of Form
Item 1. Description of Business.
Effective on the Closing Date, pursuant to the Share Exchange Agreement, Cell
Source became a wholly-owned subsidiary of Ticket To See, Inc. The acquisition
of Cell Source is treated as a reverse acquisition, and the business of Cell
Source became the business of the Company. References to "we," "us," "our" and
similar words refer to the Company and its subsidiaries after giving effect to
the reverse acquisition. References to "TTSE" refer to the Company and its
business prior to the reverse acquisition. Cell Source's corporate headquarter
is located at 65 Yigal Alon Street, 23rd Floor, Tel Aviv 67433, Israel, and the
telephone number at such address is (972) 3 562-1755. The Company's U.S. contact
information is: 57 W. 57th St., Suite 400 New York, NY 10019 and (646) 416-7896.
Prior to merging with TTSE, Cell Source was a privately held company located in
Tel Aviv, Israel
. Cell Source was founded in 2011 in order to commercialize a
suite of inventions that were the result of over ten (10) years of research at
the Weizmann Institute of Science
in Rehovot, Israel
Pursuant to a Research and License Agreement by and between Cell Source and Yeda
and Development Company Limited
("Yeda"), dated October 3, 2011
amended on April 1, 2014
(the "Yeda License Agreement"), Yeda, the commercial
arm of the Weizmann Institute
, granted Cell Source an exclusive license to
certain patents, discoveries, inventions, and other intellectual property
generated (together with others) by Yair Reisner
, Ph.D. ("Dr. Reisner"), head of
the Immunology Department
at the Weizmann Institute
. Dr. Reisner is the inventor
of the Megadose methodology that has been used for patients requiring
"mismatched" or haploidentical donor bone marrow transplantation. Dr. Reisner
was credited in the 1980's for effectively curing Severe Chronic Immune
Deficiency ("SCID"), which is also known colloquially as the "boy in the plastic
bubble disease." Currently, Dr. Reisner leads a team at the Weizmann Institute
to continue the development of the technologies licensed to Cell Source in order
to facilitate the technologies' transition from the laboratory to clinical
trials. Cell Source also plans to collaborate with Dr. Herman Einsele
, prominent figures in bone marrow transplantation, for cancer
treatment and related research. Drs. Einsele and Franco plan to serve on our
Scientific Advisory Board
where they will oversee our initial clinical trials
focusing on treating cancer through cell therapy accompanied by bone marrow
Our lead prospective product is our patented Veto-Cell immune system management
. . .
Item 2. Management's Discussion and Analysis of Financial Condition and Results
This Management Discussion and Analysis ("MD&A") contains "forward-looking
statements", which represent our projections, estimates, expectations or beliefs
concerning among other things, financial items that relate to management's
future plans or objectives or to our future economic and financial performance.
In some cases, you can identify these statements by terminology such as "may",
"should", "plans", "believe", "will", "anticipate", "estimate", "expect"
"project", or "intend", including their opposites or similar phrases or
You should be aware that these statements are projections or estimates as to
future events and are subject to a number of factors that may tend to influence
the accuracy of the statements. These forward-looking statements should not be
regarded as a representation by the Company or any other person that the events
or plans of the Company will be achieved. You should not unduly rely on these
forward-looking statements, which speak only as of the date of this MD&A. Except
as may be required under applicable securities laws, we undertake no obligation
to publicly revise any forward-looking statement to reflect circumstances or
events after the date of this MD&A or to reflect the occurrence of unanticipated
events. You should, however, review the factors and risks we describe under
"Risk Factors" in this report. Actual results may differ materially from any
forward looking statement.
Cell Source was founded in 2011 as a privately held company located in Tel Aviv,
, based on over ten (10) years of prominent research at the Weizmann
, the commercial arm of Yeda, from whom we license patented technology.
Our exclusive, world-wide, license provides us with access to certain
discoveries, inventions and other intellectual property generated by Dr.
Reisner, Head of the Immunology Department
at the Weizmann Institute
with others. Dr. Reisner leads a team at the Weizmann Institute
to continue the
development of these technologies in order to facilitate the transition of those
technologies from the laboratory to clinical trials. We also collaborate with
Dr. Herman Einsele
and Dr. Franco Aversa
leading figures in bone marrow
transplantation for cancer treatment and research, both of whom plan to serve on
our Scientific Advisory Board
and will oversee our initial clinical trials
which, when started, will focus on addressing cancer through cell therapy
accompanied by bone marrow transplants.
Our lead prospective product is our patented Veto-Cell immune system management
technology, which is an immune tolerance biotechnology that enables the
selective blocking of immune responses. The Company's target indications include
lymphoma, multiple myeloma and BCLL, a form of leukemia treatment, facilitating
. . .
Item 14. Changes in and Disagreements with Accountants on Accounting and
Item 15. Exhibits.
See Item 9.01 of this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities
See Items 1.01 and 2.01 of this Current Report on Form 8-K.
Item 4.01 Change in Registrant's Certifying Accountant.
Effective June 30, 2014
, the Board of Directors of the Company dismissed Paritz
("Paritz") as its independent registered accountant and engaged Marcum
("Marcum") to serve as its independent registered accounting firm. Paritz's
audit reports on the Company's financial statements for the fiscal years ended
December 31, 2013
and 2012 did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles, except that, the audit reports included an an explanation
with respect to the uncertainty as to the Company's ability to continue as a
going concern. During the years ended December 31, 2013
and 2012 and during the
subsequent interim period preceding the date of Paritz's dismissal, there were
(i) no disagreements with Paritz on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, and
(ii) no reportable events (as that term is defined in Item 304(a)(1)(v) of
Regulation S-K). Prior to engaging Marcum
, the Company did not consult with
regarding the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion that might
be rendered on the Company's financial statements.
The Company has requested Paritz to furnish it with a letter addressed to the
stating whether it agrees with the statements made above by the Company. The
Company has filed this letter as an exhibit to this Current Report on Form 8-K.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
See Item 1.01 of this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 30, 2014
, the majority stockholder of the Company adopted resolutions
approving the Share Exchange Agreement and the performance of all Company
obligations thereunder, including the issuance of securities of the Company and
the resignations, elections and appointments of the directors and officers as
contemplated by the Share Exchange Agreement.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of Cell Source are included following the signature
(b) Pro forma financial information. See Exhibit 99.1.
(c) Shell Company Transactions. See (a) and (b) of this Item 9.01.
Exhibit Number Description
2.1 Share Exchange Agreement, dated June 30, 2014, by and between Cell
Source, Ltd., and Ticket to See, Inc.
3.1 Articles of Association of Cell Source Limited, dated August 14,
2011, as amended on November 11, 2013
10.1 Form of Subscription Agreement
10.2 Form of Registration Rights Agreement
10.3 Form of Investor Warrant
10.4 Form of Researcher Company Warrant
10.5 Form of Company Warrant
10.6 Form of Lockup Agreement (included in Exhibit 2.1)
10.7 Research and License Agreement by and between Yeda Research and
Development Company Limited and Cell Source Limited, dated October
10.8 Amendment to Research and License Agreement
10.9 Evaluation and Exclusive Option Agreement by and between Yeda
Research and Development Company Limited and Cell Source Limited,
dated Oct. 3, 2011 (included in Exhibit 10.7)
10.10 Amendment dated April 1, 2014 to Evaluation and Exclusive Option
Agreement by and between Yeda Research and Development Company
Limited and Cell Source Limited
10.11 Second Amendment dated June 22, 2014 to Evaluation and Exclusive
Option Agreement by and between Yeda Research and Development
Company Limited and Cell Source Limited
10.12 Consulting Agreement by and between Cell Source Limited and
Professor Yair Reisner
16.1 Letter from Paritz & Company, P.A.
99.1 Pro forma financial information
99.2 Press Release dated July 1, 2014