Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| CELL SOURCE, INC. | ||
| (Name of Issuer) |
| Common Stock, $.001 par value per share (1) | ||
| (Title of Class of Securities) |
| 15114 21 04 |
| (CUSIP Number) |
| November 1, 2020 | ||
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
| CUSIP No. 15114 21 04 |
| 1. | NAMES OF REPORTING PERSONS
Yeda Research & Development Co., Ltd. |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
Israel |
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Number of Shares Beneficially Owned by Each Reporting Person With
| 5.
| Sole Voting Power
3,155,348 | |||
| 6.
| Shared Voting Power
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| 7.
| Sole Dispositive Power
3,155,348 | ||||
| 8.
| Shared Dispositive Power
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,115,348 |
| 10. | Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
☐ |
| 11. | Percent of Class Represented by Amount in Row 9
9.7% (1) |
| 12. | Type of Reporting Person (See Instructions)
CO |
| Page 2 of 6 |
Item 1.
(a) Name of Issuer:
Cell Source, Inc.
(b) Address of Issuer’s Principal Executive Offices:
57 West 57th Street, Suite 400, New York, New York 10019
Item 2.
(a) Name of Person Filing:
Yeda Research & Development Co., Ltd.
(b) Address of Principal Business Office or, if none, Residence:
P.O. Box 95, Rehovot 7610062, Israel
(c) Citizenship:
Israel
(d) Title of Class of Securities:
Common Stock, $.001 par value per share
(e) CUSIP Number:
15114 L1 04
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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| (a) | ☐ | Broker or dealer registered under Section 15 of the Act; |
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| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; |
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| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; |
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| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; |
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| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act; |
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| (I) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; |
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| (j) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| Page 3 of 6 |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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| (a) | Amount beneficially owned: 3,115,348 shares . |
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| (b) | Percent of class: 9.7% 1 . |
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| (c) | Number of shares as to which the person has: |
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| (i) | Sole power to vote or to direct the vote 3,115,348 shares. |
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| (ii) | Shared power to vote or to direct the vote ________. |
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| (iii) | Sole power to dispose or to direct the disposition of 3,155,348 shares. |
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| (iv) | Shared power to dispose or to direct the disposition of ________. |
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
_______________
1 Based on 31,960,419 shares of Common Stock outstanding as of November 9, 2020.
| Page 4 of 6 |
Item 10. Certifications.
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| (a) | The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b): |
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| Not applicable. |
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| (b) | The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b)(1)(ii)(J), or if he statement is filed pursuant to Rule 13d- 1(b)(ii)(K) and a member of the group is a non-U.S. institution eligible to file pursuant to Rule 13d-1(b)(1)(ii)(J): |
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| Not applicable. |
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| (c) | The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c): |
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| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |
| Page 5 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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| November 16, 2020 |
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| Yeda Research & Development Co., Ltd. |
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| By: | /s/ Dr. Opher Shapira | ||
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| Name: | Dr. Opher Shapira | |
| Title: | Chief Executive Officer | ||
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| By: | /s/ Aaron Jaffe |
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| Name: | Aaron Jaffe |
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| Title: | General Counsel |
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| Page 6 of 6 |