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NewcelX Announces Pricing of $1.4 Million Equity Financing at 20% Premium Pricing

(Positive)
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NewcelX (Nasdaq: NCEL) priced a $1.4 million private equity financing via securities purchase agreements at $4.033 per share, a 20% premium to the July 30, 2026 closing price. Investors will receive 347,134 common shares and warrants to purchase an additional 347,134 shares at an exercise price of $4.437, equal to 132% of the last closing price.

The private placement, which includes participation from existing shareholders, is expected to close on or about August 14, 2026, subject to customary conditions. According to NewcelX, net proceeds, together with current cash and a previously announced $25 million equity line, will primarily fund advancement of lead type 1 diabetes program NCEL-101 with Eledon Pharmaceuticals, as well as working capital and general corporate purposes. The company highlighted a recent successful FDA Pre-IND meeting supporting NCEL-101 progression toward IND-enabling studies.

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Positive

  • $1.4 million equity financing priced at 20% premium to market
  • Issuance of 347,134 shares plus matching warrants at 132% of last close
  • Proceeds earmarked to advance lead T1D program NCEL-101 toward IND-enabling studies
  • Financing supplemented by previously announced $25 million equity line for liquidity

Negative

  • Current shareholders face potential dilution from 347,134 new shares plus 347,134 warrant shares

News Explained

Existing holders face lower percentage ownership after closing, with further dilution conditional on warrant exercise.

If the planned closing occurs, issuing the $1.4 million financing's 347,134 common shares would increase the total share count and reduce existing holders' percentage ownership, absent offsetting changes; exercising the warrants could add up to another 347,134 shares.

A private placement is a sale of securities to selected investors outside a public offering; here, the securities have not been registered, and the release limits U.S. offers or sales to an effective registration statement or an applicable exemption.

Market Context

NCEL’s recent record included aligned positive reactions of 5.19% and 5.49% to regulatory and adviso...
Analysis

NCEL’s recent record included aligned positive reactions of 5.19% and 5.49% to regulatory and advisory updates. For this financing, the premium is constructive, but warrants and the effective shelf keep dilution terms central to watch.

Key Figures

Equity financing: $1.4 million Purchase price: $4.033 per share Purchase price premium: 20% +5 more
8 metrics
Equity financing $1.4 million Private placement
Purchase price $4.033 per share Private placement pricing
Purchase price premium 20% Premium to July 30, 2026 closing price
Shares and warrants 347,134 common shares and warrants to purchase 347,134 common shares Private placement securities
Warrant exercise price $4.437 per share Warrants issued in the financing
Warrant exercise premium 132% Of July 30, 2026 closing price
Expected closing Aug. 14, 2026 Subject to customary closing conditions
Previously announced equity line $25 million Additional funding source referenced for program advancement

Historical Context

5 past events · Latest: Jul 15 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Jul 15 Brazil patent grant Positive -1.3% Brazil granted patent protection for NCEL-101 manufacturing through November 2036.
Jul 08 Advisory board appointment Positive +5.5% Dr. Camillo Ricordi joined the advisory board after the successful FDA Pre-IND meeting.
Jul 01 FDA Pre-IND meeting Positive +5.2% FDA feedback aligned with development plans and supported movement toward IND-enabling activities.
May 27 Pre-IND submission Positive +9.5% NewcelX submitted an FDA briefing package ahead of a Type B Pre-IND meeting.
Apr 30 2025 earnings update Positive +28.9% NewcelX reported 2025 results and accelerated NCEL-101 development plans with Eledon.

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

Pattern Detected

Recent positive regulatory and development updates generally aligned with positive 24-hour price reactions, while the Brazil patent announcement diverged.

Key Terms

private placement, pre-ind, regulation d, ind-enabling studies, +1 more
5 terms
private placement financial
"entered into securities purchase agreements for a private placement"
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.
pre-ind regulatory
"successful FDA Pre-IND meeting for NCEL-101"
"Pre-ind" is short for "pre-indication" and refers to the period before a formal announcement or official signal that a significant change or event is about to happen, such as a company preparing to release important news. For investors, it can signal a time of increased activity or uncertainty, as market participants try to interpret hints and anticipate future developments. Recognizing pre-ind conditions helps investors make more informed decisions ahead of major shifts.
regulation d regulatory
"and Regulation D promulgated thereunder"
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.
ind-enabling studies regulatory
"advance NCEL-101 toward IND-enabling studies"
Ind-enabling studies are early research efforts that test whether a new drug or treatment is safe and effective enough to move forward in development. They are like preliminary tests to ensure a product works as intended before investing more resources into large-scale trials. For investors, these studies are important because successful results can signal potential progress toward bringing a new product to market, impacting its future value.
human pluripotent stem cell medical
"validated human pluripotent stem cell (hPSC) platform"
Human pluripotent stem cells are cells that can divide indefinitely in the lab and develop into nearly any specialized cell type in the human body, like heart, nerve, or liver cells. They matter to investors because companies that use or manufacture these cells can create new therapies, diagnostics, and drug-testing platforms; the cells’ broad potential, along with technical challenges, production costs, and regulatory review, can strongly affect a biotech’s value and commercial prospects.

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

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Private Financing Reflects Strong Investor Confidence and Supports Advancement of Lead Type 1 Diabetes Program Following Successful FDA Pre-IND Meeting

ZURICH, Switzerland, July 31, 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 $4.033 per share, representing a 20% premium to the last closing price of the Company’s common shares on July 30, 2026.

Pursuant to the terms of the securities purchase agreements, the Company is selling an aggregate of 347,134 common shares and one series of warrants to purchase an aggregate of 347,134 common shares at an exercise price of $4.437 per share, which is 132% of the last closing price of the Company’s common shares on July 30, 2026.

The offering includes participation from existing shareholders and is expected to close on or about Aug 14, 2026, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering, together with its current cash position, and previously announced $25 million equity line, primarily to advance NCEL-101, NewcelX’s lead program for type 1 diabetes, in collaboration with Eledon Pharmaceuticals, and for working capital and general corporate purposes.

“We are very pleased to price this financing at a 20% premium to market with the participation of existing shareholders and new long-term investors,” said Ronen Twito, CEO & Executive Chairman of NewCelX. “We believe their support reflects growing confidence in our strategy, our recent achievements, including the successful FDA Pre-IND meeting for NCEL-101, and the long-term potential of our type 1 diabetes program. This financing provides additional resources to advance NCEL-101 toward IND-enabling studies as we continue working to bring a potential cure for type 1 diabetes closer to patients.”

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: LinkedInFacebookX, 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: the regulatory pathways that NewcelX may elect to utilize in seeking European Medicines Agency, the FDA, and other regulatory approvals; its ability to drive revenue growth, enhance research and development capabilities, and improve financial performance is subject to uncertainties; that its financial position raises substantial doubt about its ability to continue as a going concern; its ability to maintain listing and effectively comply with the listing requirements of the Nasdaq; changes in technology and market requirements; potential delays or obstacles in launching or completing clinical trials, including its expectations regarding the timing of commencing further clinical trials, the process entailed in conducting each such trial, including dosages, and the order of such trials with each of its product candidates or whether such trials will be conducted at all; competitive companies, technologies and its industry; the development and commercialization, if any, of any other product candidates that it may seek to develop; 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; the scope of protection it is able to establish and maintain for intellectual property rights covering its product candidates and its ability to operate its business without infringing the intellectual property rights of others; higher-than-expected product costs; results in the laboratory that do not translate to clinical success; insufficient patent protection; possible adverse safety outcomes; its ability to establish and maintain strategic partnerships and other corporate collaborations; risks related to changes in healthcare laws, rules and regulations in the United States or elsewhere; delays in developing or introducing new technologies, products, or applications; competitive pressures that could reduce market share or pricing; the overall global political and economic environment in the countries in which we operate; and security, political and economic instability in the Middle East that could harm its business, including due to the current security situation in Israel. 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, 2025, 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.

Investor Contact
KCSA Strategic Communications
Valter Pinto, Managing Director
PH: (212) 896-1254
NewCelX@kcsa.com

Company Contact
Sarah Bazak
InvestorRelations@newcelx.com


FAQ

What did NewcelX (NCEL) announce in its July 31, 2026 equity financing?

NewcelX announced a $1.4 million private equity financing, issuing common shares and warrants at a premium price. According to NewcelX, the deal supports its lead type 1 diabetes program NCEL-101 and general corporate purposes, subject to customary closing conditions.

At what price is NewcelX (NCEL) issuing shares in the July 2026 private placement?

NewcelX is issuing shares at $4.033 per share, a 20% premium to the July 30, 2026 closing price. According to NewcelX, investors also receive warrants exercisable at $4.437 per share, or 132% of the same closing price.

How many shares and warrants are included in NewcelX (NCEL) July 2026 financing?

The financing covers 347,134 common shares and warrants to purchase an additional 347,134 shares. According to NewcelX, the warrants carry an exercise price of $4.437 per share, providing future potential dilution if fully exercised.

When is the NewcelX (NCEL) $1.4 million private placement expected to close?

The private placement is expected to close on or about August 14, 2026, subject to customary conditions. According to NewcelX, completion depends on satisfaction of standard closing requirements applicable to private securities offerings.

How will NewcelX (NCEL) use proceeds from its July 2026 equity financing?

NewcelX plans to use net proceeds primarily to advance its lead program NCEL-101 for type 1 diabetes. According to NewcelX, funds will also support working capital, general corporate purposes, and complement a previously announced $25 million equity line.

What does the July 2026 financing mean for NewcelX’s NCEL-101 diabetes program?

The financing provides additional capital to move NCEL-101 toward IND-enabling studies after a successful FDA Pre-IND meeting. According to NewcelX, this supports its stem-cell-derived therapy strategy for type 1 diabetes in collaboration with Eledon Pharmaceuticals.