NewcelX Announces Pricing of $1.35 Million Equity Financing at 30% Premium Pricing

NewcelX (Nasdaq: NCEL) announced a private placement priced at $2.75 per share, a 30% premium to the March 31, 2026 close, selling 490,907 common shares and warrants to purchase 687,270 shares at a $3.025 exercise price.

Rhea-AI Summary

NewcelX (Nasdaq: NCEL) announced a private placement priced at $2.75 per share, a 30% premium to the March 31, 2026 close, selling 490,907 common shares and warrants to purchase 687,270 shares at a $3.025 exercise price.

Proceeds, together with a previously announced $25 million equity line, are intended to advance NCEL-101 for Type 1 Diabetes, other pipeline programs, working capital and general corporate purposes; closing is expected on or about April 15, 2026 subject to customary conditions.

Positive

• Pricing at $2.75 per share, a 30% premium to March 31, 2026 close
• Private placement includes warrants to buy 687,270 common shares at $3.025
• Net proceeds plus a $25 million equity line to fund NCEL-101 development

Negative

• Issuance of 490,907 shares and warrants may dilute existing shareholders
• Closing subject to customary conditions, expected on or about April 15, 2026

Argus Apr 1 session

+10.85% close to close 1.4x rel. volume Open Argus

Details

News Market Reaction – NCEL

On Apr 1, the day this news came out, NCEL closed 10.85% above the previous close.

Data tracked by StockTitan Argus for the Apr 1 session.

Key Figures

Equity financing size: $1.35 million Financing price: $2.75 per share Premium to market: 30% premium +5 more

Equity financing size

$1.35 million

Private placement announced Apr 1, 2026

Financing price

$2.75 per share

Purchase price in private placement

Premium to market

30% premium

Premium vs. Mar 31, 2026 last closing price

Shares issued

490,907 shares

Common shares and equivalents sold in financing

Warrant coverage

687,270 warrants

Warrants to purchase common shares in financing

Warrant exercise price

$3.025 per share

Exercise price for financing warrants

Equity line size

$25 million

Previously announced equity line referenced for funding plan

Pre-news price change

12.77%

24h move ahead of this financing announcement

Historical Context

5 past events · Latest: Mar 09

5 events

1. Mar 09

   NCEL-101 collaboration

   24h Move

   -1.1%

   Partnered NCEL-101 with Eledon’s tegoprubart to enhance T1D islet replacement.

2. Feb 12

   Publication & CVR update

   24h Move

   +1.1%

   Peer-reviewed Mazindol IR/SR data supporting Mazindol ER and CVR monetization talks.

3. Jan 29

   Corporate presentation

   24h Move

   -3.4%

   Updated deck emphasizing Type 1 Diabetes cell therapy focus and conference outreach.

4. Jan 12

   Biomaterials study results

   24h Move

   +13.7%

   Positive study on ECM-integrated scaffolds for stem cell–derived islet delivery in T1D.

5. Jan 05

   SAB appointment

   24h Move

   +6.7%

   Added diabetes-focused big pharma leader to SAB to guide IsletRx development.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

securities purchase agreements, private placement, warrants, exercise price, +3 more

7 terms

securities purchase agreements financial

"today announced that it has entered into securities purchase agreements for a private placement"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

private placement financial

"entered into securities purchase agreements for a private placement at a purchase price of $2.75"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

warrants financial

"and one series of warrants to purchase an aggregate of 687,270 common shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

exercise price financial

"warrants to purchase an aggregate of 687,270 common shares at an exercise price of $3.025"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

equity line financial

"together with its previously announced $25 million equity line, to advance NCEL-101"

An equity line is a financing arrangement that lets a company raise cash over time by issuing new shares up to an agreed limit to an investor or through a placement program. It acts like a tapable credit line paid with stock rather than cash, giving the company flexible funding for operations or growth while reducing each existing share's ownership proportion; investors watch these deals because they affect share supply and shareholder value.

Regulation D regulatory

"and Regulation D promulgated thereunder and have not been registered under the Securities Act"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration statement regulatory

"may not be offered or sold in the United States except pursuant to an effective registration statement"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Financing reflects strong investor confidence and supports advancement of lead Type 1 Diabetes program

ZURICH, Switzerland, April 01, 2026 (GLOBE NEWSWIRE) -- NewcelX Ltd. (Nasdaq: NCEL), a clinical-stage biopharmaceutical company developing stem cell-based therapies for Type 1 Diabetes, today announced that it has entered into securities purchase agreements for a private placement at a purchase price of $2.75 per share, representing a 30% premium to the last closing price of the Company’s common shares on March 31, 2026.

Pursuant to the terms of the securities purchase agreements, the Company is selling an aggregate of 490,907 common shares (and common share equivalents) and one series of warrants to purchase an aggregate of 687,270 common shares at an exercise price of $3.025 per share.

The offering includes participation from existing shareholders and is expected to close on or about April 15, 2026, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering, together with its previously announced $25 million equity line, to advance NCEL-101, NewcelX’s lead program for Type 1 Diabetes, in collaboration with Eledon Pharmaceuticals, its other development pipeline programs, working capital and general corporate purposes.

“We are very pleased to secure funding at a 30% premium to market, especially in today’s challenging biotech environment,” said Ronen Twito, Executive Chairman & CEO of NewcelX. “We believe the strong participation from our existing investors further reinforces our conviction in the strategy and in the potential of NCEL-101 to address the significant unmet need in Type 1 Diabetes. We are advancing NCEL-101 with a clear goal to bring a potential cure to patients living with Type 1 Diabetes.”

The securities described above are being issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About NewcelX

NewcelX is an innovative biopharmaceutical company focused on developing transformative stem-cell-derived therapies for Type 1 Diabetes. Built on a validated human pluripotent stem cell (hPSC) platform, the Company’s lead program, NCEL-101, is designed to restore functional insulin production through scalable, off-the-shelf cell replacement. NewcelX is advancing a comprehensive therapeutic approach for Type 1 Diabetes integrating cell therapy, immune protection, and translational science to address critical unmet medical needs.

Social Media: LinkedIn, Facebook, X, Instagram

Website: www.newcelx.com 

Forward-Looking Statements

This press release contains expressed or implied forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. For example, NewcelX is using forward-looking statements when it discusses the timing and completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of proceeds therefrom. These forward-looking statements and their implications are based on the current expectations of the management of NewcelX and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: changes in technology and market requirements; potential delays or obstacles in launching or completing clinical trials; products that may not be approved by regulatory agencies; technologies that may not be validated or accepted by the scientific community; the inability to retain or attract key employees; unforeseen scientific difficulties with products in development; higher-than-expected product costs; results in the laboratory that do not translate to clinical success; insufficient patent protection; possible adverse safety outcomes; legislative changes; delays in developing or introducing new technologies, products, or applications; and competitive pressures that could reduce market share or pricing. Except as otherwise required by law, NewcelX does not undertake any obligation to publicly release revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in its Annual Report on Form 20-F for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) and available at www.sec.gov, as well as in subsequent filings made by NewcelX, including under the heading “Risk Factors” in its proxy statement/prospectus filed with the SEC on November 6, 2025.

Investor & Media Contacts

Sarah Bazak, Investors relations
InvestorRelations@newcelx.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NewcelX (NCEL) announce about the April 1, 2026 private placement?

NewcelX announced a private placement priced at $2.75 per share, a 30% premium to March 31, 2026. According to the company, it will sell 490,907 common shares plus warrants to purchase 687,270 shares, closing on or about April 15, 2026.

How many shares and warrants did NewcelX (NCEL) offer in the April 2026 financing?

The financing comprises 490,907 common shares and warrants for 687,270 shares at $3.025 exercise. According to the company, these instruments convert investment into potential future equity upon warrant exercise.

What is NewcelX (NCEL) using the April 2026 financing proceeds for?

Proceeds will advance NCEL-101, other pipeline programs, working capital and corporate purposes. According to the company, proceeds plus a previously announced $25 million equity line will fund Type 1 Diabetes program development.

When is NewcelX (NCEL) expected to close the April 2026 private placement?

The company expects the offering to close on or about April 15, 2026, subject to customary closing conditions. According to the company, closing timing depends on satisfaction of standard private placement requirements.

What shareholder impact does the NewcelX (NCEL) April 2026 deal have?

The transaction increases shares outstanding and includes warrants, which may dilute existing holders if exercised. According to the company, the financing reflects investor support while potentially diluting current ownership upon issuance or exercise.

At what exercise price are the NewcelX (NCEL) warrants issued in April 2026?

Warrants issued in the offering have an exercise price of $3.025 per share. According to the company, that exercise price is above the $2.75 private placement price and reflects the financing structure.