10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 000-55413

CELL SOURCE, INC.

(Exact name of registrant as specified in its charter)

Nevada	32-0379665
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
57 West 57th Street, Suite 400 New York, New York	10019
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (646) 416-7896

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any news or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

As of November 12, 2018, the registrant had 25,780,549 shares of $0.001 par value common stock outstanding.

CELL SOURCE, INC. AND SUBSIDIARY

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.	1
Condensed Consolidated Balance Sheets as of
September 30, 2018 (Unaudited) and December 31, 2017	1
Unaudited Condensed Consolidated Statements of Operations for the
Three and Nine Months Ended September 30, 2018 and 2017	2
Unaudited Condensed Consolidated Statement of Changes in Stockholders’
Deficiency for the Nine Months Ended September 30, 2018	3
Unaudited Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 2018 and 2017	4
Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	14
Item 4. Controls and Procedures.	15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.	16
Item 1A. Risk Factors.	16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	16
Item 3. Defaults Upon Senior Securities.	16
Item 4. Mine Safety Disclosures.	16
Item 5. Other Information.	16
Item 6. Exhibits.	16
SIGNATURES	17

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CELL SOURCE, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2018			December 31, 2017
	(Unaudited)
Assets
Current Assets:
Cash	$	8,121		$	371,048
Prepaid expenses		85,267			124,693
Other current assets		48,321			35,936
Total Assets	$	141,709		$	531,677
Liabilities and Stockholders' Deficiency
Current Liabilities:
Accounts payable	$	289,032		$	201,824
Accrued expenses		861,418			821,244
Accrued interest		334,474			248,746
Accrued interest - related parties		26,554			13,310
Accrued compensation		670,943			626,758
Accrued compensation - related party		55,439			19,262
Advances payable		600,000			100,000
Notes payable, net of debt discount of $0 and $89,326, as of September 30, 2018 and December 31, 2017, respectively		1,763,000			1,173,674
Notes payable - related parties		150,000			150,000
Convertible notes payable, net of debt discount of $0 and $34,173 as of September 30, 2018 and December 31, 2017, respectively		835,000			800,827
Convertible notes payable - related parties, net of debt discount of $0 and $28,356 as of September 30, 2018 and  December 31, 2017, respectively		225,000			196,644
Derivative liabilities		287,400			628,200
Accrued dividend payable		112,703			108,562
Total Liabilities		6,210,963			5,089,051
Commitments and contingencies		-			-
Stockholders' Deficiency:
Convertible Preferred Stock, $0.001 par value, 10,000,000 shares authorized; Series A Convertible Preferred Stock, 1,335,000 shares designated, 650,457 and 643,790 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively; liquidation preference of $4,991,131 and $4,936,987 as of September 30, 2018 and December 31, 2017, respectively		650			644
Common Stock, $0.001 par value, 200,000,000 shares authorized, 25,780,549 and 25,349,236 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively		25,781			25,349
Additional paid-in capital		10,014,940			9,969,520
Accumulated deficit		(16,110,625	)		(14,552,887	)
Total Stockholders' Deficiency		(6,069,254	)		(4,557,374	)
Total Liabilities and Stockholders' Deficiency	$	141,709		$	531,677

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

CELL SOURCE, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2018			2017			2018			2017
Operating Expenses:
Research and development	$	56,459		$	152,658		$	165,997		$	422,903
Research and development - related party		72,527			200,000			375,151			600,000
General and administrative		359,660			202,480			1,031,517			662,455
Total Operating Expenses		488,646			555,138			1,572,665			1,685,358
Loss From Operations		(488,646	)		(555,138	)		(1,572,665	)		(1,685,358	)
Other (Expense) Income:
Interest expense		(30,923	)		(33,445	)		(124,774	)		(144,112	)
Interest expense - related parties		(756	)		(756	)		(49,244	)		(2,244	)
Amortization of debt discount		-			(49,502	)		(173,099	)		(339,133	)
Amortization of debt discount - related parties		-			(18,904	)		(28,356	)		(30,040	)
Change in fair value of derivative liabilities		115,500			149,200			390,400			452,880
Loss on exchange of notes payable for preferred shares		-			-			-			(725,355	)
Total Other Income (Expense)		83,821			46,593			14,927			(788,004	)
Net Loss		(404,825	)		(508,545	)		(1,557,738	)		(2,473,362	)
Dividend attributable to Series A preferred stockholders		(110,666	)		(74,261	)		(327,626	)		(150,630	)
Net Loss Applicable to Common Stockholders	$	(515,491	)	$	(582,806	)	$	(1,885,364	)	$	(2,623,992	)
Net Loss Per Common Share - Basic and Diluted	$	(0.02	)	$	(0.02	)	$	(0.07	)	$	(0.10	)
Weighted Average Common Shares Outstanding -
Basic and Diluted		27,580,598			26,807,466			27,456,267			26,751,525

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

CELL SOURCE, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(Unaudited)

	Convertible Preferred														Total
	Stock - Series A				Common Stock				Additional			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Paid-In Capital			Deficit			Deficiency
Balance, December 31, 2017		643,790	$	644		25,349,236	$	25,349	$	9,969,520		$	(14,552,887	)	$	(4,557,374	)
Issuance of Series A Convertible  Preferred Stock for cash		6,667		6		-		-		49,994			-			50,000
Series A Convertible Preferred Stock dividends: Accrual of earned dividends		-		-		-		-		(327,626	)		-			(327,626	)
Payment of dividends in-kind		-		-		431,313		432		323,052			-			323,484
Net loss		-		-		-		-		-			(1,557,738	)		(1,557,738	)
Balance, September 30, 2018		650,457	$	650		25,780,549	$	25,781	$	10,014,940		$	(16,110,625	)	$	(6,069,254	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

CELL SOURCE, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For The Nine Months Ended September 30,
	2018			2017
Cash Flows From Operating Activities:
Net loss	$	(1,557,738	)	$	(2,473,362	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities		(390,400	)		(452,880	)
Amortization of debt discount		201,455			369,173
Loss on exchange of notes payable for preferred shares		-			725,355
Depreciation		-			407
Stock-based compensation:
Warrants		-			44,634
Changes in operating assets and liabilities:
Prepaid expenses		39,426			17,386
Other current assets		(12,385	)		44,621
Accounts payable		87,208			35,337
Accrued expenses		40,173			42,064
Accrued expenses-related parties		-			100,000
Accrued interest		85,728			75,042
Accrued interest - related parties		13,244			2,244
Accrued compensation		80,362			95,742
Net Cash Used In Operating Activities		(1,412,927	)		(1,374,237	)
Cash Flows From Financing Activities:
Proceeds from issuance of notes payable		500,000			135,000
Proceeds from issuance of notes payable - related party		-			225,000
Proceeds from issuance of preferred stock - Series A		50,000			1,050,705
Proceeds from cash advance		500,000			-
Net Cash Provided By Financing Activities		1,050,000			1,410,705
Net (Decrease) Increase In Cash		(362,927	)		36,468
Cash - Beginning of Period		371,048			3,735
Cash - End of Period	$	8,121		$	40,203
Supplemental Disclosures of Cash Flow Information:
Cash paid for:
Interest	$	18,030		$	-
Non-cash investing and financing activities:
Preferred stock issued in exchange for notes and advances payable	$	-		$	2,118,355
Reduction of additional paid-in capital for public offering issuance costs that were previously paid	$	-		$	(54,543	)
Accrual of earned preferred stock dividends	$	(327,626	)	$	(150,630	)
Common stock issued in connection with payment of Series A Convertible Preferred Stock dividends in-kind	$	323,484		$	-
Stock issued in connection with issuances and extensions of notes payable	$	-		$	143,438
Warrants and conversion options issued in connection with issuance and extension of notes payable	$	49,600		$	67,080

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

CELL SOURCE, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Business Organization, Nature of Operations and Basis of Presentation

Organization and Operations

Cell Source, Inc. (“Cell Source”, “CSI” or the “Company”) is a Nevada corporation formed in 2012 and is the parent company of Cell Source Limited (“CSL”), a 100% owned subsidiary which was founded in Israel in 2011 to commercialize a suite of inventions relating to certain cancer treatments. The Company is a biotechnology company focused on developing cell therapy treatments based on the management of immune tolerance. The Company’s lead prospective product is its patented Veto Cell immune system management technology, which is an immune tolerance biotechnology that enables the selective blocking of immune responses. CSL’s Veto Cell immune system management technology is based on technologies patented, owned, and licensed to Cell Source Limited by Yeda Research and Development Company Limited, an Israeli corporation ("Yeda") (See Note 7, Related Party Transactions). The Company’s target indications include: lymphoma, leukemia and multiple myeloma through the facilitation of safer and more accessible stem cell (e.g. bone marrow) transplantation acceptance, treatment of end stage kidney disease and other non-malignant organ diseases through improved organ transplantation (broadened donor pool, reduced dependence on post-transplant anti-rejection therapy), and ultimately treating a variety of cancers and non-malignant diseases.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial position of the Company as of September 30, 2018 and the condensed consolidated results of its operations for the three and nine months ended September 30, 2018 and 2017 and cash flows for the nine months ended September 30, 2018 and 2017. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the operating results for the full year ending December 31, 2018 or any other period. It is recommended that these condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2017 and for the year then ended which were included in the Company's Annual Report on Form 10-K for the years ended December 31, 2017 and 2016 filed with the Securities and Exchange Commission (“SEC”) on July 25, 2018.

Note 2 - Going Concern and Management Plans

During the nine months ended September 30, 2018, the Company had not generated any revenues, had a net loss of approximately $1,558,000 and had used cash in operations of approximately $1,413,000. As of September 30, 2018, the Company had a working capital deficiency of approximately $6,069,000 and an accumulated deficit of approximately $16,111,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within twelve months from the date these financial statements are issued.

The Company’s primary source of operating funds since inception has been equity and debt financings. Management’s plans include continued efforts to raise additional capital through debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis or, notwithstanding any request the Company may make, if the Company’s debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate.

The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

On October 10, 2018, the Company received an advance of $500,000 from an investor who ultimately invested such funds in Series A Preferred Stock as described in Note 8, Subsequent Events. The Company is currently funding its operations on a month-to-month basis. While there can be no assurance that it will be successful, the Company is in active negotiations to raise additional capital.

5

Note 3 - Summary of Significant Accounting Policies

The Company’s significant accounting policies and applicable recently released accounting standards are disclosed in Note 3, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 10-K for the years ended December 31, 2017 and 2016 filed with the SEC on July 25, 2018. Since December 31, 2017, there have been no material changes to the Company’s significant accounting policies, except as noted below.

Loss Per Share

The Company computes basic net loss per share by dividing net loss by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share includes the dilution that would occur upon the exercise or conversion of all dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. Weighted average shares outstanding for the three and nine months ended September 30, 2018 and 2017 includes the weighted average impact of warrants to purchase an aggregate of 2,043,835 shares of common stock because their exercise price was determined to be nominal.

The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: 

	September 30,
	2018		2017
Warrants		11,915,481		11,615,481
Convertible notes		1,549,810		1,669,783
Convertible preferred stock		6,504,570		-
Total		19,969,861		13,285,264

Convertible notes and convertible preferred stock are assumed to be converted at the rate of $0.75 per common share, which is the conversion price as of September 30, 2018. However, such conversion rates are subject to adjustment under certain circumstances as discussed in the audited consolidated financial statements of the Company as of December 31, 2017 and for the year then ended which were included in the Company's Annual Report on Form 10-K for the years ended December 31, 2017 and 2016 filed with the SEC on July 25, 2018.

Recent Accounting Standards

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. ASU 2016-15 requires adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The Company adopted ASU 2016-15 effective January 1, 2018 with no material impact on its condensed consolidated cash flows and related disclosures.

In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718)” (“ASU 2017-09”). ASU 2017-09 provides clarity on the accounting for modifications of stock-based awards. ASU 2017-09 requires adoption on a prospective basis in the annual and interim periods beginning after December 15, 2017. The Company adopted ASU 2017-09 effective January 1, 2018 with no material impact on its condensed consolidated financial statements or disclosures.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity of financial reporting for non-employee share-based payments. Currently, the accounting requirements for non-employee and employee share-based payments are significantly different. ASU 2018-07 expands the scope of Topic 718, which currently only includes share-based payments to employees, to include share-based payments to non-employees for goods or services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, “Equity — Equity-Based Payments to Nonemployees”. The amendments to ASU 2018 - 07 are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of ASU No. 2014-09, (Topic 606), “Revenue from Contracts with Customers”. The Company is currently evaluating ASU 2018-07 and its impact on its condensed consolidated financial statements or disclosures.

6

In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). These amendments provide clarifications and corrections to certain ASC subtopics including the following: Income Statement - Reporting Comprehensive Income – Overall (Topic 220-10), Debt - Modifications and Extinguishments (Topic 470-50), Distinguishing Liabilities from Equity – Overall (Topic 480-10), Compensation - Stock Compensation - Income Taxes (Topic 718-740), Business Combinations - Income Taxes (Topic 805-740), Derivatives and Hedging – Overall (Topic 815-10), and Fair Value Measurement – Overall (Topic 820-10). The majority of the amendments in ASU 2018-09 will be effective in annual periods beginning after December 15, 2018. The Company is currently evaluating and assessing the impact this guidance will have on its unaudited condensed consolidated financial statements.

In August 2018, the FASB issued Accounting Standards Update No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its financial position, results of operation and cash flows.

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018. The Company is evaluating the impact of this guidance on its condensed financial statements. The Company anticipates its first presentation of changes in stockholders’ equity will be included in its Form 10-Q for the quarter ended March 31, 2019.

The Company has evaluated all new accounting standards that are in effect and may impact its condensed consolidated financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations.

Note 4 - Fair Value

The Company determines the estimated fair value of amounts presented in these condensed consolidated financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current exchange between buyer and seller. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. These fair value estimates were based upon pertinent information available as of September 30, 2018 and December 31, 2017, and, as of those dates, the carrying value of all amounts approximates fair value. The Company estimated the fair value of its restricted common stock during the three and nine months ended September 30, 2018 based upon: i) a third-party valuation of its common stock as of December 31, 2017; ii) observations of subsequent sales of its Preferred Stock (which is convertible into common stock); and iii) the thinly traded volume and closing prices of its common stock.

The Company has categorized its assets and liabilities at fair value based upon the following fair value hierarchy:

Level 1 Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 Inputs use directly or indirectly observable inputs. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair measurements requires judgment and considers factors specific to each asset or liability.

7

Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category presented in the tables below may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs. The following table summarizes the valuation of the Company’s derivatives by the above fair value hierarchy levels as of September 30, 2018 and December 31, 2017 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):

			Quoted Prices
			In Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Liabilities		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Accrued compensation - warrants	$	136,439	$	-	$	-	$	136,439
Derivative liability		287,400		-		-		287,400
Balance - September 30, 2018	$	423,839	$	-	$	-	$	423,839
Accrued compensation - warrants	$	79,262	$	-	$	-	$	79,262
Derivative liability		628,200		-		-		628,200
Balance - December 31, 2017	$	707,462	$	-	$	-	$	707,462

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company’s Level 3 liabilities shown in the above table consist of warrants with “down-round protection” as the Company is unable to determine if it will have sufficient authorized common stock to settle such arrangements and warrants deemed to be derivative liabilities according to the Company’s sequencing policy in accordance with ASC 815-40-35-12.

Assumptions utilized in the valuation of Level 3 liabilities are described as follows:

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2018			2017			2018			2017
Risk-free interest rate		2.12% - 2.91	%		1.04% - 1.77	%		1.73% - 2.91	%		0.76% - 1.93	%
Expected term (years)		0.08 - 4.41			0.25 - 4.25			0.08 - 5.00			0.25 - 4.76
Expected volatility		110	%		110	%		110	%		110	%
Expected dividends		0.00	%		0.00	%		0.00	%		0.00	%

The expected term used is the contractual life of the instrument being valued. Since the Company’s stock has not been publicly traded for a sufficiently long period of time or with significant volume, the Company is utilizing an expected volatility based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.

8

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all Level 3 liabilities measured at fair value on a recurring basis using unobservable inputs during the nine months ended September 30, 2018:

	Accrued		Derivative
	Compensation		Liabilities			Total
Balance - December 31, 2017	$	79,262	$	628,200		$	707,462
Accrued compensation - warrants		57,000		49,600			106,600
Change in fair value		177		(390,400	)		(390,223	)
Balance - September 30, 2018	$	136,439	$	287,400		$	423,839

The Company’s significant financial instruments such as cash, accounts payable, accrued expenses and notes payable were deemed to approximate fair value due to their short-term nature. See Note 5, Notes Payable, for details associated with the issuance of warrants which were deemed to be derivative liabilities.

Note 5 – Notes Payable

a) On February 21, 2018, the Company issued two notes payable in the aggregate principal amount of $400,000 and warrants for the purchase of a total of 240,000 shares of common stock at $0.75 per share for a period of five years. These notes did not accrue interest, matured on May 21, 2018, and had an effective interest rate of 40% per annum.  The warrants were 100% vested upon issuance, valued at $39,700 on the date of issuance, and recorded as a debt discount. The discount was amortized to expense over the term of the notes.

b) On February 26, 2018, the Company issued a note payable in the aggregate principal amount of $100,000 and a warrant for the purchase of a total of 60,000 shares of common stock at $0.75 per share for a period of five years. The note did not accrue interest, matured on May 26, 2018, and had an effective interest rate of 40% per annum.  The warrant was 100% vested upon issuance, valued at $9,900 on the date of issuance, and recorded as a debt discount. The discount was amortized to expense over the term of the note.

During the three months ended September 30, 2018 and 2017, the Company recorded interest expense of $30,923 and $33,445, respectively, and interest expense for related party debt of $756 and $756, respectively. During the nine months ended September 30, 2018 and 2017, the Company recorded interest expense of $124,774 and $144,112, respectively, and interest expense for related party debt of $49,244 and $2,244, respectively.

During the three months ended September 30, 2018 and 2017, the Company recorded amortization of debt discount of $0 and $49,502, respectively, and amortization of debt discount for related party debt of $0 and $18,904, respectively. During the nine months ended September 30, 2018 and 2017, the Company recorded amortization of debt discount of $173,099 and $339,133, respectively, and amortization of debt discount for related party debt of $28,356 and $30,040, respectively.

As of September 30, 2018 and the date of this filing, notes payable and convertible notes payable with face values totaling $2,973,000 were past due and are classified as current liabilities on the condensed consolidated balance sheet as of September 30, 2018. Such notes continue to accrue interest and all relevant penalties have been accrued as of September 30, 2018. None of the holders have issued a notice of default. The Company is in negotiations with those holders to extend the maturity dates of such notes or to convert the principal and accrued interest into equity.

Note 6 – Stockholders’ Deficiency

On March 3, 2018, the Company raised $50,000 through the sale of 6,667 shares of Series A Preferred Stock at $7.50 per share.

On August 3, 2018, the Company received an advance of $500,000 from an investor who indicated plans to invest such funds in Series A Preferred Stock under the terms of the Private Placement Memorandum ("PPM"), which is included in advances payable on the condensed consolidated balance sheet as of September 30, 2018.  The terms of this PPM are described in Note 10 to the audited financial statements included in the Company's Annual Report on Form 10-K for the years ended December 31, 2017 and 2016 filed with the SEC on July 25, 2018.On November 6, 2018 and as more fully described in Note 8, Subsequent Events, this amount was invested in Series A Preferred Stock.

On August 21 and September 30, 2018, the Board approved the extension of the PPM through September 30, 2018 and November 28, 2018, respectively.

9

On August 21, 2018 and pursuant to the terms of the Series A Preferred Stock Certificate of Designation, the Board approved the issuance of 431,313 shares of common stock as payment-in-kind at the rate of $0.75 per share to reduce the accrued preferred dividend liability by $323,484.

During the three months ended September 30, 2018 and 2017, the Company accrued and recorded Series A Preferred Stock dividends of $110,666 and $74,261, respectively, with an increase in liabilities and a corresponding decrease in additional paid-in capital. During the nine months ended September 30, 2018 and 2017, the Company accrued and recorded Series A Preferred Stock dividends of $327,626 and $150,630, respectively, in the same manner.

During the three months ended September 30, 2018 and 2017, the Company recorded $0 and $351 of stock-based compensation expense related to warrants. During the nine months ended September 30, 2018 and 2017, the Company recorded $0 and $44,634 of stock-based compensation expense related to warrants. Such expense is recorded with a corresponding increase in additional paid-in capital. As of September 30, 2018, there was no unrecognized stock-based compensation expense.

Note 7 – Related Party Transactions

In 2011, the Company entered into a Research and License Agreement with Yeda for Veto Cell technology. As Yeda is a founder and a significant shareholder of the Company, it is a related party.

In connection with certain March 2018 amendments to the agreement, the provision for the payment of $200,000 in connection with reaching an equity financing threshold was permanently eliminated and the research budget was reduced such that the agreement now requires the following payments by the Company:

Three Months Ending:	Total
March 31, 2018	$	200,000
June 30, 2018		150,000
September 30, 2018		50,000
December 31, 2018		50,000
March 31, 2019		25,000
June 30, 2019		25,000
	$	500,000

In addition, the parties amended the milestones and related completion dates. If the Company fails to achieve any of the milestones by the dates set forth in the agreement, Yeda is entitled to terminate the license upon written notice to the Company. To date, the Company has been deemed to have met all of the milestones and the next milestone in the agreement is January 1, 2022. Either Yeda or the Company may terminate the agreement and the license after the commitment of a material breach by the other party and in certain other instances as detailed in the agreement.Through September 30, 2018, the Company has made all required payments under the amended agreement.

During the three months ended September 30, 2018 and 2017, the Company recorded research and development expense of $72,527 and $200,000, respectively, and during the nine months ended September 30, 2018 and 2017, the Company recorded research and development expense of $375,151 and $600,000, respectively, in connection with the agreement with Yeda.

Note 8 – Subsequent Events

Advances

On October 10, 2018, the Company received an advance of $500,000 from an investor who indicated plans to invest such funds in Series A Preferred Stock under the terms of the PPM.

Investment in Preferred Stock

On November 6, 2018, the October 10, 2018 advance was combined with another $500,000 advance previously received from the same investor on August 3, 2018 and that party invested such funds totaling $1,000,000 in Series A Preferred Stock under the terms of the PPM at $7.50 per share and the Company issued 133,334 shares of such Preferred Stock.

10

Note 9 - Revision of Financial Statements for the Three and Six Months Ended June 30, 2018

During the course of preparing the Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, the Company identified $80,000 in penalties related to certain notes payable that became past due during the three months ended June 30, 2018 and were not recorded during that period.  This had the effect of understating the Company's net loss for that period and its accrued liabilities as of June 30, 2018 by the same amount.

The penalties consisted of $23,000 in interest and $57,000 representing the value of 396,000 warrants to be issued for the purchase of common stock.  The value of such warrants was estimated using assumptions consistent with, and previously disclosed for, other warrant valuation calculations performed for the three months ended June 30, 2018.

The following tables reconcile as reported balances in the Quarterly Report on the Form 10-Q for the quarter ended June 30, 2018 to the as revised balances:

	June 30, 2018
	As Reported			Adjustment			As Revised
Condensed Consolidated Balance Sheet:
Total Current Assets	$	131,545		$	-		$	131,545
Total Assets	$	131,545		$	-		$	131,545
Total Current Liabilities	$	5,928,792		$	80,000		$	6,008,792
Total Liabilities	$	5,928,792		$	80,000		$	6,008,792
Total Stockholders' Deficiency	$	(5,797,247	)	$	(80,000	)	$	(5,877,247	)

	For The Three Months Ended June 30, 2018									For The Six Months Ended June 30, 2018
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Condensed Consolidated Statements of Operations:
Total Other Income (Expense)	$	63,178		$	(80,000	)	$	(16,822	)	$	11,106		$	(80,000	)	$	(68,894	)
Net Loss	$	(360,729	)	$	(80,000	)	$	(440,729	)	$	(1,072,913	)	$	(80,000	)	$	(1,152,913	)
Net Loss Applicable to Common Stockholders	$	(470,193	)	$	(80,000	)	$	(550,193	)	$	(1,289,873	)	$	(80,000	)	$	(1,369,873	)
Net Loss Per Share - Basic and Diluted	$	(0.02	)				$	(0.02	)	$	(0.05	)				$	(0.05	)
Weighted Average Number of  Common Shares Outstanding
- Basic and Diluted		27,393,071			-			27,393,071			27,393,071			-			27,393,071

	For The Six Months Ended June 30, 2018
	As Reported			Adjustment			As Revised
Condensed Consolidated Statement of Cash Flows:
Cash Flows From Operating Activities:
Net Loss	$	(1,072,913	)	$	(80,000	)	$	(1,152,913	)
Adjustments to reconcile net loss to net cash used in operating activities	$	154,404		$	80,000		$	234,404
Net Cash Used In Operating Activities	$	(918,509	)	$	-		$	(918,509	)

In accordance with SEC Staff Accounting Bulletin No 108, the Company has evaluated this error, based on an analysis of quantitative and qualitative factors, as to whether it was material to the condensed consolidated statements of operations for the three and six months ended June 30, 2018 and if amendments of previously filed financial statements with the SEC are required. The Company has determined that the adjustment is qualitatively not material and, therefore, the error has no material impact to the condensed consolidated statements of operations for the three and six months ended June 30, 2018 or other prior periods.

11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the condensed consolidated results of operations and financial condition of Cell Source, Inc. ("CSI", “Cell Source”,  the “Company”, “us,” “we,” “our,”) as of September 30, 2018 and for the three and nine months ended September 30, 2018 and 2017 should be read in conjunction with our unaudited financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the years ended December 31, 2017 and 2016 as filed with the SEC on July 25, 2018.

This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Factors that may affect our results include, but are not limited to, the risks and uncertainties discussed in Item 1A (“Risk Factors”) of our Annual Report on Form 10-K for the years ended December 31, 2017 and 2016 filed with the SEC on July 25, 2018.

Overview

We are a biotechnology company focused on developing cell therapy treatments based on the management of immune tolerance.  Our technology platform has been extensively tested by in vitro studies and confirmed in animal trials.  We continue to move forward towards clinical trials as more fully discussed in our Annual Report on Form 10-K for the years ended December 31, 2017 and 2016 which was filed with the SEC on July 25, 2018.

Consolidated Results of Operations

Three Months Ended September 30, 2018 Compared with the Three Months Ended September 30, 2017 

Research and Development

Research and development expense was $128,986 and $352,658 for the three months ended September 30, 2018 and 2017, respectively, a decrease of $223,672, or 63%, related to approximately $127,000 of decreased research expenses associated with our agreement with Yeda as we prepare for development in order to commence human clinical trials in the US, as well as decreased patent-related expenses.

General and Administrative

General and administrative expense was $359,660 and $202,480 for the three months ended September 30, 2018 and 2017, respectively, an increase of $157,180, or 78%, primarily related to increases in external consulting and professional fees in the 2018 period, which was due in part by our financing activities in 2017 which allowed us to increase operations and file our delinquent SEC reports in 2018.

Change in Fair Value of Derivative Liabilities

The change in fair value of derivative liabilities for the three months ended September 30, 2018 and 2017 was a gain of $115,500 and a gain of $149,200, respectively, which represents the changes in fair value of the warrants and conversion options that were deemed to be derivative liabilities. Such changes in fair value were attributable to warrants and conversion options drawing closer to their expiration dates.

Interest Expense

Interest expense for the three months ended September 30, 2018 and 2017 was $31,679 and $34,201, respectively, a decrease of $2,522, or 7%, as a result of a reduction in interest bearing notes payable outstanding attributable to conversion of certain notes into preferred stock.

Amortization of Debt Discount

Amortization of debt discount was $0 and $68,406 for the three months ended September 30, 2018 and 2017, respectively, which is associated with warrants and conversion options issued in connection with notes payable.

12

Nine Months Ended September 30, 2018 Compared with the Nine Months Ended September 30, 2017 

Research and Development

Research and development expense was $541,148 and $1,022,903 for the nine months ended September 30, 2018 and 2017, respectively, a decrease of $481,755, or 47%, related to approximately $225,000 of decreased research expenses associated with our agreement with Yeda as we prepare for development in order to commence human clinical trials in the US, as well as decreased patent-related expenses.

General and Administrative

General and administrative expense was $1,031,517 and $662,455 for the nine months ended September 30, 2018 and 2017, respectively, an increase of $369,062, or 56%, primarily related to increases in external consulting and professional fees in the 2018 period, which was due in part by our financing activities in 2017 which allowed us to increase operations and file our delinquent SEC reports in 2018.

Change in Fair Value of Derivative Liabilities

The change in fair value of derivative liabilities for the nine months ended September 30, 2018 and 2017 was a gain of $390,400 and a gain of $452,880, respectively, which represents the changes in fair value of the warrants and conversion options that were deemed to be derivative liabilities. Such changes in fair value were attributable to warrants and conversion options drawing closer to their expiration dates.

Interest Expense

Interest expense for the nine months ended September 30, 2018 and 2017 was $174,018 and $146,356, respectively, an increase of $27,662, or 19%, as a result of interest and penalties associated with certain notes payable that became past due in the three months ended June 30, 2018.

Amortization of Debt Discount

Amortization of debt discount was $201,455 and $369,173 for the nine months ended September 30, 2018 and 2017, respectively, which is associated with warrants and conversion options issued in connection with notes payable.

Loss on Exchange of Notes Payable for Preferred Shares

During the nine months ended September 30, 2017, we recognized $725,355 of losses on exchanges of notes payable for preferred shares. The losses recognized represent the excess value of the preferred shares as compared to the carrying value of the notes payable.

Liquidity and Going Concern

Our cash balances and working capital deficiencies as of September 30, 2018 and December 31, 2017 were as follows:

	September 30,				December 31,
	2018				2017
	(unaudited)
Cash		$	8,121			$	371,048
Working capital deficiency		$	(6,069,254	)		$	(4,557,374	)

During the nine months ended September 30, 2018, we had not generated any revenues, had a net loss of approximately $1,558,000 and had used cash in operations of approximately $1,413,000. As of September 30, 2018, we had a working capital deficiency of approximately $6,069,000 and an accumulated deficit of approximately $16,111,000. In October 2018, we received a $500,000 together with an additional $500,000 advance previously received in August 2018. In November 2018, advances totaling $1,000,000 were converted into an investment in Series A Preferred Stock. These conditions raise substantial doubt about our ability to continue as a going concern within twelve months from the date these financial statements are issued. We are currently funding our operations on a month-to-month basis. While there can be no assurance that we will be successful, we are in active negotiations to raise additional capital.

13

Our ability to continue our operations is dependent on the execution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. We may need to incur additional liabilities with certain related parties to sustain our existence. If we were not to continue as a going concern, we would likely not be able to realize our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of our financial statements.

There can be no assurances that we will be successful in generating additional cash from equity or debt financings or other sources to be used for operations. Should we not be successful in obtaining the necessary financing to fund our operations, we would need to curtail certain or all operational activities and/or contemplate the sale of our assets, if necessary.

During the nine months ended September 30, 2018 and 2017, our sources and uses of cash were as follows:

Net Cash Used in Operating Activities

We experienced negative cash flows from operating activities for the nine months ended September 30, 2018 and 2017 in the amounts of $1,412,927 and$1,374,237, respectively. The net cash used in operating activities for the nine months ended September 30, 2018 was primarily due to cash used to fund a net loss of $1,557,738, adjusted for net non-cash income in the aggregate amount of $188,945, partially offset by $333,756 of net cash provided by changes in the levels of operating assets and liabilities.The net cash used in operating activities for the nine months ended September 30, 2017 was primarily due to cash used to fund a net loss of $2,473,362, adjusted for net non-cash expenses in the aggregate amount of $686,689, partially offset by $412,436of net cash provided by changes in the levels of operating assets and liabilities.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2018 and 2017 was $1,050,000 and $1,410,705, respectively. The net cash provided by financing activities during the nine months ended September 30, 2018 was attributable to $500,000 received from the issuance of notes payable, $500,000 received as an advance from an investor who indicated plans to invest such funds in Series A Preferred Stock, and $50,000 of received from the issuance of Series A preferred stock. The net cash provided by financing activities during the nine months ended September 30, 2017 was attributable to $135,000 received from the issuance of notes payable, $225,000 received from the issuance of notes payable to related parties, and $1,050,705 received from the issuance of Series A preferred stock.

Off-Balance Sheet Arrangements 

We do not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

For a description of our critical accounting policies, see Note 3, Summary of Significant Accounting Policies, in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

Recent Accounting Standards

For a description of our recently issued and adopted accounting pronouncements, see Note 3, Summary of Significant Accounting Policies, in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

14

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Principal Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Internal controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized, recorded and reported; and (2) our assets are safeguarded against unauthorized or improper use, to permit the preparation of our condensed consolidated financial statements in conformity with United States generally accepted accounting principles.

In connection with the preparation of this Quarterly Report, management, with the participation of our Principal Executive and Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Principal Executive and Financial Officer concluded that, as of September 30, 2018, our disclosure controls and procedures were not effective due to the material weakness described herein.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weakness:

Due to a lack of financial resources, we were unable to file our annual reports on Form 10-K for the years ended December 31, 2017 and December 31, 2016 and the quarterly reports on Form 10-Q for the periods ended March 31, 2017, June 30, 2017, September 30, 2017, March 31, 2018 and June 30, 2018 on a timely basis. Management evaluated the lack of financial resources in its assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.

Planned Remediation

Management’s efforts to remediate the material weakness include raising funds and to seek new resources to alleviate this material weakness and to file all necessary regulatory reports on a timely basis. There can be no assurance that the necessary funds and resources will be obtained and the material weakness will be alleviated.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

15

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently a party to any material legal proceedings.

Item 1A. Risk Factors.

There have been no material changes to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the years ended December 31, 2017 and 2016 which was filed with the SEC on July 25, 2018.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

As of September 30, 2018 and the date of this filing, notes payable and convertible notes payable with face values totaling $2,973,000 were past due and are classified as current liabilities on the condensed consolidated balance sheet as of September 30, 2018.  Such notes continue to accrue interest and all relevant penalties have been accrued as of September 30, 2018. None of the holders have issued a notice of default. We are in negotiations with those holders to extend the maturity dates of such notes or to convert the principal and accrued interest into equity.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit
Number		Description
31		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer
32	*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document

* This certification is being furnished and shall not be deemed "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

16

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CELL SOURCE, INC.
Dated: November 14, 2018	By:	/s/        Itamar Shimrat
		Name: Itamar Shimrat
		Title:   Chief Executive Officer and             Chief Financial Officer (Principal             Executive, Financial and Accounting             Officer)

17

EX-31

Exhibit 31

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Itamar Shimrat, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Cell Source, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: Date: November 14, 2018

/s/ Itamar Shimrat_________________________________________      Itamar Shimrat

     Chief Executive Officer and Chief Financial Officer      (Principal Executive, Financial, and Accounting Officer)

EX-32

Exhibit 32

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Cell Source, Inc., a Nevada corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report for the quarter ended September 30, 2018 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: Date: November 14, 2018

/s/ Itamar Shimrat_________________________________________      Itamar Shimrat

     Chief Executive Officer and Chief Financial Officer      (Principal Executive, Financial, and Accounting Officer)

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 12, 2018
Document And Entity Information
Entity Registrant Name	Cell Source, Inc.
Entity Central Index Key	0001569340
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Trading Symbol	clcs
Entity Emerging Growth Company	true
Entity Small Business	true
Is Entity's Reporting Status Current	Yes
Entity Common Stock, Shares Outstanding		25,780,549
Entity Filer Category	Non-accelerated Filer
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Entity Ex Transition Period	false

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current Assets:
Cash	$ 8,121	$ 371,048
Prepaid expenses	85,267	124,693
Other current assets	48,321	35,936
Total Assets	141,709	531,677
Current Liabilities:
Accounts payable	289,032	201,824
Accrued expenses	861,418	821,244
Accrued interest	334,474	248,746
Accrued interest - related parties	26,554	13,310
Accrued compensation	649,943	626,758
Accrued compensation - related party	19,439	19,262
Advances payable	600,000	100,000
Notes payable, net of debt discount of $0 and $89,326, as of September 30, 2018 and December 31, 2017, respectively	1,763,000	1,173,674
Notes payable - related parties	150,000	150,000
Convertible notes payable, net of debt discount of $0 and $34,173 as of September 30, 2018 and December 31, 2017, respectively	835,000	800,827
Convertible notes payable - related parties, net of debt discount of $0 and $28,356 as of September 30, 2018 and December 31, 2017, respectively	225,000	196,644
Derivative liabilities	287,400	628,200
Accrued dividend payable	112,703	108,562
Total Liabilities	6,210,963	5,089,051
Commitments and contingencies
Stockholders' Deficiency:
Common Stock, $0.001 par value, 200,000,000 shares authorized, 25,780,549 and 25,349,236 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively	25,781	25,349
Additional paid-in capital	10,014,940	9,969,520
Accumulated deficit	(16,110,625)	(14,552,887)
Total Stockholders' Deficiency	(6,069,254)	(4,557,374)
Total Liabilities and Stockholders' Deficiency	141,709	531,677
Convertible Preferred Stock Series A
Stockholders' Deficiency:
Convertible Preferred Stock	$ 650	$ 644

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current Liabilities:
Notes payables, net of debt discount	$ 0	$ 89,326
Convertible notes payable, net of debt discount	0	34,173
Convertible notes payable - related parties, net of debt discount	$ 0	$ 28,356
Stockholders' Deficiency:
Convertible Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Convertible Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	25,780,549	25,349,236
Common stock, shares outstanding	25,780,549	25,349,236
Convertible Preferred Stock Series A
Stockholders' Deficiency:
Convertible Preferred stock, shares designated	1,335,000	1,335,000
Convertible Preferred stock, shares issued	650,457	643,790
Convertible Preferred stock, shares outstanding	650,457	643,790
Convertible Preferred stock, liquidation preference	$ 4,991,131	$ 4,936,987

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Operating Expenses:
Research and development	$ 56,459	$ 152,658	$ 165,997	$ 422,903
Research and development - related party	72,527	200,000	375,151	600,000
General and administrative	359,660	202,480	1,031,517	662,455
Total Operating Expenses	488,646	555,138	1,572,665	1,685,358
Loss From Operations	(488,646)	(555,138)	(1,572,665)	(1,685,358)
Other (Expense) Income:
Interest expense	(30,923)	(33,445)	(124,774)	(144,112)
Interest expense - related parties	(756)	(756)	(49,244)	(2,244)
Amortization of debt discount		(49,502)	(173,099)	(339,133)
Amortization of debt discount - related parties		(18,904)	(28,356)	(30,040)
Change in fair value of derivative liabilities	115,500	149,200	390,400	452,880
Loss on exchange of notes payable for preferred shares				(725,355)
Total Other Income (Expense)	83,821	46,593	14,927	(788,004)
Net Loss	(404,825)	(508,545)	(1,557,738)	(2,473,362)
Dividend attributable to Series A preferred stockholders	(110,666)	(74,261)	(327,626)	(150,630)
Net Loss Applicable to Common Stockholders	$ (295,361)	$ (582,806)	$ (1,885,364)	$ (2,623,992)
Net Loss Per Common Share - Basic and Diluted	$ (0.01)	$ (0.02)	$ (0.07)	$ (0.10)
Weighted Average Common Shares Outstanding - Basic and Diluted	27,580,598	26,807,466	27,456,267	26,751,525

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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Convertible Preferred Stock Series A	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2017	643,790	25,349,236
Beginning Balance, Amount at Dec. 31, 2017	$ 644	$ 25,349	$ 9,969,520	$ (14,552,887)	$ (4,557,374)
Beginning Balance, Shares at Dec. 31, 2017	643,790	25,349,236
Beginning Balance, Amount at Dec. 31, 2017	$ 644	$ 25,349	9,969,520	(14,552,887)	(4,557,374)
Issuance of Series A Convertible Preferred Stock for cash, Shares	6,667
Issuance of Series A Convertible Preferred Stock for cash, Amount	$ 6		49,994		50,000
Series A Convertible Preferred Stock dividends: Accrual of earned dividends			(327,626)		(327,626)
Payment of dividends in-kind, Shares		431,313
Payment of dividends in-kind, Amount		$ 432	323,052		323,484
Net loss				(1,557,738)	(1,557,738)
Ending Balance, Shares at Sep. 30, 2018	650,457	25,780,549
Ending Balance, Amount at Sep. 30, 2018	$ 650	$ 25,781	10,014,940	(16,110,625)	(6,069,254)
Net loss					(404,825)
Ending Balance, Shares at Sep. 30, 2018	650,457	25,780,549
Ending Balance, Amount at Sep. 30, 2018	$ 650	$ 25,781	$ 10,014,940	$ (16,110,625)	$ (6,069,254)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash Flows From Operating Activities:
Net loss	$ (1,557,738)	$ (2,473,362)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities	(390,400)	(452,880)
Amortization of debt discount	201,455	369,173
Loss on exchange of notes payable for preferred shares		725,355
Depreciation		407
Stock-based compensation:
Warrants		44,634
Changes in operating assets and liabilities:
Prepaid expenses	39,426	17,386
Other current assets	(12,385)	44,621
Accounts payable	87,208	35,337
Accrued expenses	40,173	42,064
Accrued expenses - related parties		100,000
Accrued interest	85,728	75,042
Accrued interest - related parties	13,244	2,244
Accrued compensation	80,362	95,742
Net Cash Used in Operating Activities	(1,412,927)	(1,374,237)
Cash Flows From Financing Activities:
Proceeds from issuance of notes payable	500,000	135,000
Proceeds from issuance of notes payable - related party		225,000
Proceeds from issuance of preferred stock - Series A	50,000	1,050,705
Proceeds from cash advance	500,000
Net Cash Provided by Financing Activities	1,050,000	1,410,705
Net (Decrease) Increase In Cash	(362,927)	36,468
Cash - Beginning of Period	371,048	3,735
Cash - End of Period	8,121	40,203
Supplemental Disclosures of Cash Flow Information:
Cash paid for: Interest	18,030
Non-cash investing and financing activities:
Preferred stock issued in exchange for notes and advances payable		2,118,355
Reduction of additional paid-in capital for public offering issuance costs that were previously paid		(54,543)
Accrual of earned preferred stock dividends	327,626	(150,630)
Common stock issued in connection with payment of Series A Convertible Preferred Stock dividends in-kind	323,484
Stock issued in connection with issuances and extensions of notes payable		143,438
Warrants and conversion options issued in connection with issuance and extension of notes payable	$ 49,600	$ 67,080

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Business Organization, Nature of Operations and Basis of Presentation

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Note 1 - Business Organization, Nature of Operations and Basis of Presentation

Organization and Operations

Cell Source, Inc. (“Cell Source”, “CSI” or the “Company”) is a Nevada corporation formed in 2012 and is the parent company of Cell Source Limited (“CSL”), a 100% owned subsidiary which was founded in Israel in 2011 to commercialize a suite of inventions relating to certain cancer treatments. The Company is a biotechnology company focused on developing cell therapy treatments based on the management of immune tolerance. The Company’s lead prospective product is its patented Veto Cell immune system management technology, which is an immune tolerance biotechnology that enables the selective blocking of immune responses. CSL’s Veto Cell immune system management technology is based on technologies patented, owned, and licensed to Cell Source Limited by Yeda Research and Development Company Limited, an Israeli corporation ("Yeda") (See Note 7, Related Party Transactions). The Company’s target indications include: lymphoma, leukemia and multiple myeloma through the facilitation of safer and more accessible stem cell (e.g. bone marrow) transplantation acceptance, treatment of end stage kidney disease and other non-malignant organ diseases through improved organ transplantation (broadened donor pool, reduced dependence on post-transplant anti-rejection therapy), and ultimately treating a variety of cancers and non-malignant diseases.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial position of the Company as of September 30, 2018 and the condensed consolidated results of its operations for the three and nine months ended September 30, 2018 and 2017 and cash flows for the nine months ended September 30, 2018 and 2017. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the operating results for the full year ending December 31, 2018 or any other period. It is recommended that these condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2017 and for the year then ended which were included in the Company's Annual Report on Form 10-K for the years ended December 31, 2017 and 2016 filed with the Securities and Exchange Commission (“SEC”) on July 25, 2018.

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Going Concern and Management Plans

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Note 2 - Going Concern and Management Plans

During thenine months ended September 30, 2018, the Company had not generated any revenues, had a net loss of approximately $1,558,000 and had used cash in operations of approximately$1,413,000. As of September 30, 2018, the Company had a working capital deficiency of approximately $6,069,000 and an accumulated deficit of approximately $16,111,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within twelve months from the date these financial statements are issued.

The Company’s primary source of operating funds since inception has been equity and debt financings. Management’s plans include continued efforts to raise additional capital through debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis or, notwithstanding any request the Company may make, if the Company’s debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate.

The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

On October 10, 2018, the Company received an advance of $500,000 from an investor who ultimately invested such funds in Series A Preferred Stock as described in Note 8,Subsequent Events. The Company is currently funding its operations on a month-to-month basis. While there can be no assurance that it will be successful, the Company is in active negotiations to raise additional capital.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Note 3 - Summary of Significant Accounting Policies

The Company’s significant accounting policies and applicable recently released accounting standards are disclosed in Note 3, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 10-K for the years ended December 31, 2017 and 2016 filed with the SEC on July 25, 2018. Since December 31, 2017, there have been no material changes to the Company’s significant accounting policies, except as noted below.

Loss Per Share

The Company computes basic net loss per share by dividing net loss by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share includes the dilution that would occur upon the exercise or conversion of all dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. Weighted average shares outstanding for the three and nine months ended September 30, 2018 and 2017 includes the weighted average impact of warrants to purchase an aggregate of 2,043,835 shares of common stock because their exercise price was determined to be nominal.

The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: 

	September 30,
	2018		2017
Warrants		11,915,481		11,615,481
Convertible notes		1,549,810		1,669,783
Convertible preferred stock		6,504,570		-
Total		19,969,861		13,285,264

Convertible notes and convertible preferred stock are assumed to be converted at the rate of $0.75 per common share, which is the conversion price as of September 30, 2018. However, such conversion rates are subject to adjustment under certain circumstances as discussed in the audited consolidated financial statements of the Company as of December 31, 2017 and for the year then ended which were included in the Company's Annual Report on Form 10-K for the years ended December 31, 2017 and 2016 filed with the SEC on July 25, 2018.

Recent Accounting Standards

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. ASU 2016-15 requires adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The Company adopted ASU 2016-15 effective January 1, 2018 with no material impact on its condensed consolidated cash flows and related disclosures.

In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718)” (“ASU 2017-09”). ASU 2017-09 provides clarity on the accounting for modifications of stock-based awards. ASU 2017-09 requires adoption on a prospective basis in the annual and interim periods beginning after December 15, 2017. The Company adopted ASU 2017-09 effective January 1, 2018 with no material impact on its condensed consolidated financial statements or disclosures.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity of financial reporting for non-employee share-based payments. Currently, the accounting requirements for non-employee and employee share-based payments are significantly different. ASU 2018-07 expands the scope of Topic 718, which currently only includes share-based payments to employees, to include share-based payments to non-employees for goods or services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, “Equity — Equity-Based Payments to Nonemployees”. The amendments to ASU 2018 - 07 are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of ASU No. 2014-09, (Topic 606), “Revenue from Contracts with Customers”. The Company is currently evaluating ASU 2018-07 and its impact on its condensed consolidated financial statements or disclosures.

In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). These amendments provide clarifications and corrections to certain ASC subtopics including the following: Income Statement - Reporting Comprehensive Income – Overall (Topic 220-10), Debt - Modifications and Extinguishments (Topic 470-50), Distinguishing Liabilities from Equity – Overall (Topic 480-10), Compensation - Stock Compensation - Income Taxes (Topic 718-740), Business Combinations - Income Taxes (Topic 805-740), Derivatives and Hedging – Overall (Topic 815-10), and Fair Value Measurement – Overall (Topic 820-10). The majority of the amendments in ASU 2018-09 will be effective in annual periods beginning after December 15, 2018. The Company is currently evaluating and assessing the impact this guidance will have on its unaudited condensed consolidated financial statements.

In August 2018, the FASB issued Accounting Standards Update No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its financial position, results of operation and cash flows.

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018. The Company is evaluating the impact of this guidance on its condensed financial statements. The Company anticipates its first presentation of changes in stockholders’ equity will be included in its Form 10-Q for the quarter ended March 31, 2019.

The Company has evaluated all new accounting standards that are in effect and may impact its condensed consolidated financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations.

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Fair Value

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Note 4 - Fair Value

The Company determines the estimated fair value of amounts presented in these condensed consolidated financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current exchange between buyer and seller. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. These fair value estimates were based upon pertinent information available as of September 30, 2018 and December 31, 2017, and, as of those dates, the carrying value of all amounts approximates fair value. The Company estimated the fair value of its restricted common stock during the three and nine months ended September 30, 2018 based upon: i) a third-party valuation of its common stock as of December 31, 2017; ii) observations of subsequent sales of its Preferred Stock (which is convertible into common stock); and iii) the thinly traded volume and closing prices of its common stock.

The Company has categorized its assets and liabilities at fair value based upon the following fair value hierarchy:

Level 1	Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
Level 2	Inputs use directly or indirectly observable inputs. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3	Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair measurements requires judgment and considers factors specific to each asset or liability.

Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category presented in the tables below may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs. The following table summarizes the valuation of the Company’s derivatives by the above fair value hierarchy levels as of September 30, 2018 and December 31, 2017 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):

			Quoted Prices
			In Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Liabilities		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Accrued compensation - warrants	$	136,439	$	-	$	-	$	136,439
Derivative liability		287,400		-		-		287,400
Balance - September 30, 2018	$	423,839	$	-	$	-	$	423,839
Accrued compensation - warrants	$	79,262	$	-	$	-	$	79,262
Derivative liability		628,200		-		-		628,200
Balance - December 31, 2017	$	707,462	$	-	$	-	$	707,462

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company’s Level 3 liabilities shown in the above table consist of warrants with “down-round protection” as the Company is unable to determine if it will have sufficient authorized common stock to settle such arrangements and warrants deemed to be derivative liabilities according to the Company’s sequencing policy in accordance with ASC 815-40-35-12.

Assumptions utilized in the valuation of Level 3 liabilities are described as follows:

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2018			2017			2018			2017
Risk-free interest rate		2.12% - 2.91	%		1.04% - 1.77	%		1.73% - 2.91	%		0.76% - 1.93	%
Expected term (years)		0.08 - 4.41			0.25 - 4.25			0.08 - 5.00			0.25 - 4.76
Expected volatility		110	%		110	%		110	%		110	%
Expected dividends		0.00	%		0.00	%		0.00	%		0.00	%

The expected term used is the contractual life of the instrument being valued. Since the Company’s stock has not been publicly traded for a sufficiently long period of time or with significant volume, the Company is utilizing an expected volatility based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.

	Accrued		Derivative
	Compensation		Liabilities			Total
Balance - December 31, 2017	$	79,262	$	628,200		$	707,462
Accrued compensation - warrants		57,000		49,600			106,600
Change in fair value		177		(390,400	)		(390,223	)
Balance - September 30, 2018	$	136,439	$	287,400		$	423,839

The Company’s significant financial instruments such as cash, accounts payable, accrued expenses and notes payable were deemed to approximate fair value due to their short-term nature. See Note 5, Notes Payable, for details associated with the issuance of warrants which were deemed to be derivative liabilities.

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Notes Payable

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Note 5 - Notes Payable

a)

On February 21, 2018, the Company issued two notes payable in the aggregate principal amount of $400,000 and warrants for the purchase of a total of 240,000 shares of common stock at $0.75 per share for a period of five years. These notes did not accrue interest, matured on May 21, 2018, and had an effective interest rate of 40% per annum.  The warrants were 100% vested upon issuance, valued at $39,700 on the date of issuance, and recorded as a debt discount. The discount was amortized to expense over the term of the notes.

b)

On February 26, 2018, the Company issued a note payable in the aggregate principal amount of $100,000 and a warrant for the purchase of a total of 60,000 shares of common stock at $0.75 per share for a period of five years. The note did not accrue interest, matured on May 26, 2018, and had an effective interest rate of 40% per annum.  The warrant was 100% vested upon issuance, valued at $9,900 on the date of issuance, and recorded as a debt discount. The discount was amortized to expense over the term of the note.

During the three months ended September 30, 2018 and 2017, the Company recorded interest expense of $30,923 and $33,445, respectively, and interest expense for related party debt of $756 and $756, respectively. During the nine months ended September 30, 2018 and 2017, the Company recorded interest expense of $124,774 and $144,112, respectively, and interest expense for related party debt of $49,244 and $2,244, respectively.

During the three months ended September 30, 2018 and 2017, the Company recorded amortization of debt discount of $0 and $49,502, respectively, and amortization of debt discount for related party debt of $0 and $18,904, respectively. During the nine months ended September 30, 2018 and 2017, the Company recorded amortization of debt discount of $173,099 and $339,133, respectively, and amortization of debt discount for related party debt of $28,356 and $30,040, respectively.

As of September 30, 2018 and the date of this filing, notes payable and convertible notes payable with face values totaling $2,973,000 were past due and are classified as current liabilities on the condensed consolidated balance sheet as of September 30, 2018. Such notes continue to accrue interest and all relevant penalties have been accrued as of September 30, 2018. None of the holders have issued a notice of default. The Company is in negotiations with those holders to extend the maturity dates of such notes or to convert the principal and accrued interest into equity.

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Stockholders' Deficiency

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Note 6 - Stockholders' Deficiency

On March 3, 2018, the Company raised $50,000 through the sale of 6,667 shares of Series A Preferred Stock at $7.50 per share.

On August 3, 2018, the Company received an advance of $500,000 from an investor who indicated plans to invest such funds in Series A Preferred Stock under the terms of the Private Placement Memorandum ("PPM"), which is included in advances payable on the condensed consolidated balance sheet as of September 30, 2018.  The terms of this PPM are described in Note 10 to the audited financial statements included in the Company's Annual Report on Form 10-K for the years ended December 31, 2017 and 2016 filed with the SEC on July 25, 2018.On November 6, 2018 and as more fully described in Note 8, Subsequent Events, this amount was invested in Series A Preferred Stock.

On August 21 and September 30, 2018, the Board approved the extension of the PPM through September 30, 2018 and November 28, 2018, respectively.

On August 21, 2018 and pursuant to the terms of the Series A Preferred Stock Certificate of Designation, the Board approved the issuance of 431,313 shares of common stock as payment-in-kind at the rate of $0.75 per share to reduce the accrued preferred dividend liability by $323,484.

During the three months ended September 30, 2018 and 2017, the Company accrued and recorded Series A Preferred Stock dividends of $110,666 and $74,261, respectively, with an increase in liabilities and a corresponding decrease in additional paid-in capital. During the nine months ended September 30, 2018 and 2017, the Company accrued and recorded Series A Preferred Stock dividends of $327,626 and $150,630, respectively, in the same manner.

During the three months ended September 30, 2018 and 2017, the Company recorded $0 and $351 of stock-based compensation expense related to warrants. During the nine months ended September 30, 2018 and 2017, the Company recorded $0 and $44,634 of stock-based compensation expense related to warrants. Such expense is recorded with a corresponding increase in additional paid-in capital. As of September 30, 2018, there was no unrecognized stock-based compensation expense.

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Related Party Transactions

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Note 7 - Related Party Transactions

In 2011, the Company entered into a Research and License Agreement with Yeda for Veto Cell technology. As Yeda is a founder and a significant shareholder of the Company, it is a related party.

In connection with certain March 2018 amendments to the agreement, the provision for the payment of $200,000 in connection with reaching an equity financing threshold was permanently eliminated and the research budget was reduced such that the agreement now requires the following payments by the Company:

Three Months Ending:	Total
March 31, 2018	$	200,000
June 30, 2018		150,000
September 30, 2018		50,000
December 31, 2018		50,000
March 31, 2019		25,000
June 30, 2019		25,000
	$	500,000

In addition, the parties amended the milestones and related completion dates. If the Company fails to achieve any of the milestones by the dates set forth in the agreement, Yeda is entitled to terminate the license upon written notice to the Company. To date, the Company has been deemed to have met all of the milestones and the next milestone in the agreement is January 1, 2022. Either Yeda or the Company may terminate the agreement and the license after the commitment of a material breach by the other party and in certain other instances as detailed in the agreement.Through September 30, 2018, the Company has made all required payments under the amended agreement.

During the three months ended September 30, 2018 and 2017, the Company recorded research and development expense of $72,527 and $200,000, respectively, and during the nine months ended September 30, 2018 and 2017, the Company recorded research and development expense of $375,151 and $600,000, respectively, in connection with the agreement with Yeda.

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Subsequent Events

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Note 8 - Subsequent Events

Advances

On October 10, 2018, the Company received an advance of $500,000 from an investor who indicated plans to invest such funds in Series A Preferred Stock under the terms of the PPM.

Investment in Preferred Stock

On November 6, 2018, the October 10, 2018 advance was combined with another $500,000 advance previously received from the same investor on August 3, 2018 and that party invested such funds totaling $1,000,000 in Series A Preferred Stock under the terms of the PPM at $7.50 per share and the Company issued 133,334 shares of such Preferred Stock.

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Revision of Financial Statements for the Three and Six Months Ended June 30, 2018

9 Months Ended

Sep. 30, 2018

Revision Of Financial Statements For Three And Six Months Ended June 30 2018

Note 9 - Revision of Financial Statements for the Three and Six Months Ended June 30, 2018

During the course of preparing the Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, the Company identified $80,000 in penalties related to certain notes payable that became past due during the three months ended June 30, 2018 and were not recorded during that period.  This had the effect of understating the Company's net loss for that period and its accrued liabilities as of June 30, 2018 by the same amount.

The penalties consisted of $23,000 in interest and $57,000 representing the value of 396,000 warrants to be issued for the purchase of common stock.  The value of such warrants was estimated using assumptions consistent with, and previously disclosed for, other warrant valuation calculations performed for the three months ended June 30, 2018.

The following tables reconcile as reported balances in the Quarterly Report on the Form 10-Q for the quarter ended June 30, 2018 to the as revised balances:

	June 30, 2018
	As Reported			Adjustment			As Revised
Condensed Consolidated Balance Sheet:
Total Current Assets	$	131,545		$	-		$	131,545
Total Assets	$	131,545		$	-		$	131,545
Total Current Liabilities	$	5,928,792		$	80,000		$	6,008,792
Total Liabilities	$	5,928,792		$	80,000		$	6,008,792
Total Stockholders' Deficiency	$	(5,797,247	)	$	(80,000	)	$	(5,877,247	)

	For The Three Months Ended June 30, 2018									For The Six Months Ended June 30, 2018
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Condensed Consolidated Statements of Operations:
Total Other Income (Expense)	$	63,178		$	(80,000	)	$	(16,822	)	$	11,106		$	(80,000	)	$	(68,894	)
Net Loss	$	(360,729	)	$	(80,000	)	$	(440,729	)	$	(1,072,913	)	$	(80,000	)	$	(1,152,913	)
Net Loss Applicable to Common Stockholders	$	(470,193	)	$	(80,000	)	$	(550,193	)	$	(1,289,873	)	$	(80,000	)	$	(1,369,873	)
Net Loss Per Share - Basic and Diluted	$	(0.02	)				$	(0.02	)	$	(0.05	)				$	(0.05	)
Weighted Average Number of  Common Shares Outstanding
- Basic and Diluted		27,393,071			-			27,393,071			27,393,071			-			27,393,071

	For The Six Months Ended June 30, 2018
	As Reported			Adjustment			As Revised
Condensed Consolidated Statement of Cash Flows:
Cash Flows From Operating Activities:
Net Loss	$	(1,072,913	)	$	(80,000	)	$	(1,152,913	)
Adjustments to reconcile net loss to net cash used in operating activities	$	154,404		$	80,000		$	234,404
Net Cash Used In Operating Activities	$	(918,509	)	$	-		$	(918,509	)

In accordance with SEC Staff Accounting Bulletin No 108, the Company has evaluated this error, based on an analysis of quantitative and qualitative factors, as to whether it was material to the condensed consolidated statements of operations for the three and six months ended June 30, 2018 and if amendments of previously filed financial statements with the SEC are required. The Company has determined that quantitatively and qualitatively, the error has no material impact to the condensed consolidated statements of operations for the three and six months ended June 30, 2018 or other prior periods.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2018

Summary Of Significant Accounting Policies

Loss Per Share

The Company computes basic net loss per share by dividing net loss by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share includes the dilution that would occur upon the exercise or conversion of all dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. Weighted average shares outstanding for the three and nine months ended September 30, 2018 and 2017 includes the weighted average impact of warrants to purchase an aggregate of 2,043,835 shares of common stock because their exercise price was determined to be nominal.

The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: 

	September 30,
	2018		2017
Warrants		11,915,481		11,615,481
Convertible notes		1,549,810		1,669,783
Convertible preferred stock		6,504,570		-
Total		19,969,861		13,285,264

Convertible notes and convertible preferred stock are assumed to be converted at the rate of $0.75 per common share, which is the conversion price as of September 30, 2018. However, such conversion rates are subject to adjustment under certain circumstances as discussed in the audited consolidated financial statements of the Company as of December 31, 2017 and for the year then ended which were included in the Company's Annual Report on Form 10-K for the years ended December 31, 2017 and 2016 filed with the SEC on July 25, 2018.

Recent Accounting Standards

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. ASU 2016-15 requires adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The Company adopted ASU 2016-15 effective January 1, 2018 with no material impact on its condensed consolidated cash flows and related disclosures.

In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718)” (“ASU 2017-09”). ASU 2017-09 provides clarity on the accounting for modifications of stock-based awards. ASU 2017-09 requires adoption on a prospective basis in the annual and interim periods beginning after December 15, 2017. The Company adopted ASU 2017-09 effective January 1, 2018 with no material impact on its condensed consolidated financial statements or disclosures.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity of financial reporting for non-employee share-based payments. Currently, the accounting requirements for non-employee and employee share-based payments are significantly different. ASU 2018-07 expands the scope of Topic 718, which currently only includes share-based payments to employees, to include share-based payments to non-employees for goods or services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, “Equity — Equity-Based Payments to Nonemployees”. The amendments to ASU 2018 - 07 are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of ASU No. 2014-09, (Topic 606), “Revenue from Contracts with Customers”. The Company is currently evaluating ASU 2018-07 and its impact on its condensed consolidated financial statements or disclosures.

In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). These amendments provide clarifications and corrections to certain ASC subtopics including the following: Income Statement - Reporting Comprehensive Income – Overall (Topic 220-10), Debt - Modifications and Extinguishments (Topic 470-50), Distinguishing Liabilities from Equity – Overall (Topic 480-10), Compensation - Stock Compensation - Income Taxes (Topic 718-740), Business Combinations - Income Taxes (Topic 805-740), Derivatives and Hedging – Overall (Topic 815-10), and Fair Value Measurement – Overall (Topic 820-10). The majority of the amendments in ASU 2018-09 will be effective in annual periods beginning after December 15, 2018. The Company is currently evaluating and assessing the impact this guidance will have on its unaudited condensed consolidated financial statements.

In August 2018, the FASB issued Accounting Standards Update No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its financial position, results of operation and cash flows.

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018. The Company is evaluating the impact of this guidance on its condensed financial statements. The Company anticipates its first presentation of changes in stockholders’ equity will be included in its Form 10-Q for the quarter ended March 31, 2019.

The Company has evaluated all new accounting standards that are in effect and may impact its condensed consolidated financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2018

Summary Of Significant Accounting Policies Tables Abstract

Schedule of weighted average dilutive common shares excluded from calculation

	September 30,
	2018		2017
Warrants		11,915,481		11,615,481
Convertible notes		1,549,810		1,669,783
Convertible preferred stock		6,504,570		-
Total		19,969,861		13,285,264

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Fair Value (Tables)

9 Months Ended

Sep. 30, 2018

Fair Value

Schedule of valuation of company's derivatives using quoted prices

			Quoted Prices
			In Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Liabilities		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Accrued compensation - warrants	$	136,439	$	-	$	-	$	136,439
Derivative liability		287,400		-		-		287,400
Balance - September 30, 2018	$	423,839	$	-	$	-	$	423,839
Accrued compensation - warrants	$	79,262	$	-	$	-	$	79,262
Derivative liability		628,200		-		-		628,200
Balance - December 31, 2017	$	707,462	$	-	$	-	$	707,462

Schedule of valuation of Level 3 liabilities

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2018			2017			2018			2017
Risk-free interest rate		2.12% - 2.91	%		1.04% - 1.77	%		1.73% - 2.91	%		0.76% - 1.93	%
Expected term (years)		0.08 - 4.41			0.25 - 4.25			0.08 - 5.00			0.25 - 4.76
Expected volatility		110	%		110	%		110	%		110	%
Expected dividends		0.00	%		0.00	%		0.00	%		0.00	%

Schedule of changes in fair value of liabilities measured at fair value on a recurring basis

	Accrued		Derivative
	Compensation		Liabilities			Total
Balance - December 31, 2017	$	79,262	$	628,200		$	707,462
Accrued compensation - warrants		57,000		49,600			106,600
Change in fair value		177		(390,400	)		(390,223	)
Balance - September 30, 2018	$	136,439	$	287,400		$	423,839

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Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2018

Related Party Transactions

Summery of research and license agreement obligation

Three Months Ending:	Total
March 31, 2018	$	200,000
June 30, 2018		150,000
September 30, 2018		50,000
December 31, 2018		50,000
March 31, 2019		25,000
June 30, 2019		25,000
	$	500,000

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Revision of Financial Statements for the Three and Six Months Ended June 30, 2018 (Tables)

9 Months Ended

Sep. 30, 2018

Revision Of Financial Statements For Three And Six Months Ended June 302018Tables Abstract

Condensed Consolidated Balance Sheet

	June 30, 2018
	As Reported			Adjustment			As Revised
Condensed Consolidated Balance Sheet:
Total Current Assets	$	131,545		$	-		$	131,545
Total Assets	$	131,545		$	-		$	131,545
Total Current Liabilities	$	5,928,792		$	80,000		$	6,008,792
Total Liabilities	$	5,928,792		$	80,000		$	6,008,792
Total Stockholders' Deficiency	$	(5,797,247	)	$	(80,000	)	$	(5,877,247	)

Condensed Consolidated Statements of Operations

	For The Three Months Ended June 30, 2018									For The Six Months Ended June 30, 2018
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Condensed Consolidated Statements of Operations:
Total Other Income (Expense)	$	63,178		$	(80,000	)	$	(16,822	)	$	11,106		$	(80,000	)	$	(68,894	)
Net Loss	$	(360,729	)	$	(80,000	)	$	(440,729	)	$	(1,072,913	)	$	(80,000	)	$	(1,152,913	)
Net Loss Applicable to Common Stockholders	$	(470,193	)	$	(80,000	)	$	(550,193	)	$	(1,289,873	)	$	(80,000	)	$	(1,369,873	)
Net Loss Per Share - Basic and Diluted	$	(0.02	)				$	(0.02	)	$	(0.05	)				$	(0.05	)
Weighted Average Number of  Common Shares Outstanding
- Basic and Diluted		27,393,071			-			27,393,071			27,393,071			-			27,393,071

Condensed Consolidated Statement of Cash Flows

	For The Six Months Ended June 30, 2018
	As Reported			Adjustment			As Revised
Condensed Consolidated Statement of Cash Flows:
Cash Flows From Operating Activities:
Net Loss	$	(1,072,913	)	$	(80,000	)	$	(1,152,913	)
Adjustments to reconcile net loss to net cash used in operating activities	$	154,404		$	80,000		$	234,404
Net Cash Used In Operating Activities	$	(918,509	)	$	-		$	(918,509	)

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Business Organization, Nature of Operations and Basis of Presentation (Details Narrative)	9 Months Ended
	Sep. 30, 2018
Qualified Financing [Member]
State of Incorporation	Nevada

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Going Concern and Management Plans (Detail Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Nov. 06, 2018	Oct. 10, 2018	Dec. 31, 2017
Net loss	$ (404,825)	$ (508,545)	$ (1,557,738)	$ (2,473,362)
Net cash used in operating activities			(1,412,927)	$ (1,374,237)
Working capital deficiency	(6,069,000)		(6,069,000)
Accumulated deficit	$ (16,110,625)		$ (16,110,625)				$ (14,552,887)
Subsequent Event [Member] | Investor [Member] | Private Placement Memorandum [Member]
Advances received from related parties					$ 500,000
Subsequent Event [Member] | Series A Preferred Stock [Member] | Investor [Member] | Private Placement Memorandum [Member]
Advances received from related parties						$ 500,000

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Summary of Significant Accounting Policies (Details) - shares	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities are excluded from the calculation of weighted average dilutive common shares	19,969,861	13,285,264
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities are excluded from the calculation of weighted average dilutive common shares	6,504,570
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities are excluded from the calculation of weighted average dilutive common shares	11,915,481	11,615,481
Convertible notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities are excluded from the calculation of weighted average dilutive common shares	1,549,810	1,669,783

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Summary of Significant Accounting Policies (Detail Narrative) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Summary Of Significant Accounting Policies Detail Narrative Abstract
Weighted average impact of warrants	2,043,835	2,043,835	2,043,835	2,043,835
Conversion price of convertible notes	$ 0.75		$ 0.75

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Fair Value (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Accrued compensation - warrants	$ 136,439	$ 79,262
Derivative liability	287,400	628,200
Balance	423,839	707,462
Quoted Prices In Active Markets for Identical Liabilities (Level 1) [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Accrued compensation - warrants
Derivative liability
Balance
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Accrued compensation - warrants
Derivative liability
Balance
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Accrued compensation - warrants	136,439	79,262
Derivative liability	287,400	628,200
Balance	$ 423,839	$ 707,462

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Fair Value (Details 1)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected volatility	110.00%	110.00%	110.00%	110.00%
Expected dividends	0.00%	0.00%	0.00%	0.00%
Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk-free interest rate	2.12%	1.04%	1.73%	0.76%
Expected term (years)	29 days	3 months	29 days	3 months
Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk-free interest rate	2.91%	1.77%	2.91%	1.93%
Expected term (years)	4 years 4 months 28 days	4 years 3 months	5 years	4 years 9 months 3 days

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Fair value (Details 2)	9 Months Ended
	Sep. 30, 2018 USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance - December 31, 2017	$ 707,462
Accrued compensation - warrants	106,600
Change in fair value	(390,223)
Balance - September 30, 2018	423,839
Accrued Compensation [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance - December 31, 2017	79,262
Accrued compensation - warrants	57,000
Change in fair value	177
Balance - September 30, 2018	136,439
Derivative Liability [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance - December 31, 2017	628,200
Accrued compensation - warrants	49,600
Change in fair value	(390,400)
Balance - September 30, 2018	$ 287,400

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Notes Payable (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Feb. 26, 2018	Feb. 21, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Notes Payable
Notes Payable, principal amount	$ 100,000	$ 400,000
Warrants issued to purchase of common stock	60,000	240,000
Price per share	$ 0.75	$ 0.75
Warrants term	5 years	5 years
Maturity date	May 26, 2018	May 21, 2018
Interest rate	40.00%	40.00%
Debt discount	$ 9,900	$ 39,700
Amortization of debt discount				$ 49,502	$ 173,099	$ 339,133
Interest expense			30,923	33,445	124,774	144,112
Interest expense, related party debt			756	756	49,244	2,244
Amortization of debt discount, related party debt			0	$ 18,904	28,356	$ 30,040
Indebtedness by outstanding promissory notes			$ 2,973,000		$ 2,973,000

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Stockholders' Deficiency (Details Narrative) - USD ($)			3 Months Ended		9 Months Ended
	Aug. 03, 2018	Mar. 03, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Aug. 21, 2018
Stock-based compensation expense related to warrants			$ 0	$ 351		$ 44,634
Series A Preferred Stock [Member]
Proceeds from issuance of preferred stock		$ 50,000
Preferred stock, shares issued		6,667
Preferred Stock, per share		$ 7.50
Preferred stock, dividend			$ 110,666	$ 74,261	$ 327,626	$ 150,630
Preferred stock shares reserved for future issuance to reduce accrued liability							431,313
Share price							$ 0.75
Accrued preferred dividend liability							$ 323,484
Series A Preferred Stock [Member] | Private Placement Memorandum ("PPM") [Member]
Proceeds from private placement	$ 500,000

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Related Party Transactions (Details)	9 Months Ended
	Sep. 30, 2018 USD ($)
Related Party Transaction [Line Items]
Research and license agreement obligation	$ 500,000
March 31, 2018 [Member]
Related Party Transaction [Line Items]
Research and license agreement obligation	200,000
June 30, 2018 [Member]
Related Party Transaction [Line Items]
Research and license agreement obligation	150,000
September 30, 2018 [Member]
Related Party Transaction [Line Items]
Research and license agreement obligation	50,000
December 31, 2018 [Member]
Related Party Transaction [Line Items]
Research and license agreement obligation	50,000
March 31, 2019 [Member]
Related Party Transaction [Line Items]
Research and license agreement obligation	25,000
June 30, 2019 [Member]
Related Party Transaction [Line Items]
Research and license agreement obligation	$ 25,000

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Related Party Transactions (Details Narative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Related Party Transaction [Line Items]
Research and development - related party	$ 72,527	$ 200,000	$ 375,151	$ 600,000
Research and License Agreement [Member] | Yeda [Member]
Related Party Transaction [Line Items]
Equity financing threshold, eliminated amount	$ 2,000,000		$ 2,000,000

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Subsequent Events (Details Narrative) - Subsequent Event [Member] - Private Placement Memorandum ("PPM") [Member] - Investor [Member] - USD ($)	Nov. 06, 2018	Oct. 10, 2018
Subsequent Event [Line Items]
Advances received from related parties	$ 500,000
Series A Preferred Stock [Member]
Subsequent Event [Line Items]
Advances received from related parties	$ 1,000,000	$ 500,000
Preferred stock, shares issued	133,334
Price per share	$ 7.50

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Revision of Financial Statements for the Three and Six Months Ended June 30, 2018 (Details) - USD ($)	Sep. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Condensed Consolidated Balance Sheet:
Total Assets	$ 141,709		$ 531,677
Total Current Liabilities	861,418		821,244
Total Stockholders' Deficiency	$ (6,069,254)		$ (4,557,374)
As Reported
Condensed Consolidated Balance Sheet:
Total Current Assets		$ 131,545
Total Assets		131,545
Total Current Liabilities		5,928,792
Total Liabilities		5,928,792
Total Stockholders' Deficiency		(5,797,247)
Adjustment [Member]
Condensed Consolidated Balance Sheet:
Total Current Liabilities		80,000
Total Liabilities		80,000
Total Stockholders' Deficiency		(80,000)
As Revised [Member]
Condensed Consolidated Balance Sheet:
Total Current Assets		131,545
Total Assets		131,545
Total Current Liabilities		6,008,792
Total Liabilities		6,008,792
Total Stockholders' Deficiency		$ (5,877,247)

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Revision of Financial Statements for the Three and Six Months Ended June 30, 2018 (Details 1) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2018	Jun. 30, 2018	Sep. 30, 2017	Jun. 30, 2018	Sep. 30, 2018	Sep. 30, 2017
Condensed Consolidated Statements of Operations:
Total Other Income (Expense)	$ 83,821		$ 46,593		$ 14,927	$ (788,004)
Net Loss	(404,825)		(508,545)		(1,557,738)	(2,473,362)
Net Loss Applicable to Common Stockholders	$ (295,361)		$ (582,806)		$ (1,885,364)	$ (2,623,992)
Net Loss Per Share - Basic and Diluted	$ (0.01)		$ (0.02)		$ (0.07)	$ (0.10)
Weighted Average Number of? Common Shares Outstanding
- Basic and Diluted	27,580,598		26,807,466		27,456,267	26,751,525
As Reported
Condensed Consolidated Statements of Operations:
Total Other Income (Expense)		$ 63,178		$ 11,106
Net Loss		(360,729)		(1,072,913)
Net Loss Applicable to Common Stockholders		$ (470,193)		$ (1,289,873)
Net Loss Per Share - Basic and Diluted		$ (0.02)		$ (0.05)
Weighted Average Number of? Common Shares Outstanding
- Basic and Diluted		27,393,071		27,393,071
Adjustment [Member]
Condensed Consolidated Statements of Operations:
Total Other Income (Expense)		$ (80,000)		$ (80,000)
Net Loss		(80,000)		(80,000)
Net Loss Applicable to Common Stockholders		$ (80,000)		$ (80,000)
Weighted Average Number of? Common Shares Outstanding
- Basic and Diluted
As Revised [Member]
Condensed Consolidated Statements of Operations:
Total Other Income (Expense)		$ (16,822)		$ (68,894)
Net Loss		(440,729)		(1,152,913)
Net Loss Applicable to Common Stockholders		$ (550,193)		$ (1,369,873)
Net Loss Per Share - Basic and Diluted		$ (0.02)		$ (0.05)
Weighted Average Number of? Common Shares Outstanding
- Basic and Diluted		27,393,071		27,393,071

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Revision of Financial Statements for the Three and Six Months Ended June 30, 2018 (Details 2) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2018	Jun. 30, 2018	Sep. 30, 2017	Jun. 30, 2018	Sep. 30, 2018	Sep. 30, 2017
Cash Flows From Operating Activities:
Net Loss	$ (404,825)		$ (508,545)		$ (1,557,738)	$ (2,473,362)
Net Cash Used In Operating Activities					$ (1,412,927)	$ (1,374,237)
As Reported
Cash Flows From Operating Activities:
Net Loss		$ (360,729)		$ (1,072,913)
Adjustments to reconcile net loss to net cash used in operating activities				154,404
Net Cash Used In Operating Activities				(918,509)
Adjustment [Member]
Cash Flows From Operating Activities:
Net Loss		(80,000)		(80,000)
Adjustments to reconcile net loss to net cash used in operating activities				80,000
Net Cash Used In Operating Activities
As Revised [Member]
Cash Flows From Operating Activities:
Net Loss		$ (440,729)		(1,152,913)
Adjustments to reconcile net loss to net cash used in operating activities				234,404
Net Cash Used In Operating Activities				$ (918,509)

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Revision of Financial Statements for the Three and Six Months Ended June 30, 2018 (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2018	Jun. 30, 2018
Revision Of Financial Statements For Three And Six Months Ended June 302018Details 2Abstract
Penalties related to certain notes payable	$ 80,000
Penalties and interest		$ 23,000
Warrants issued for purchase of common stock		396,000
Warrants issued for purchase of common stock value		$ 57,000