NewcelX (Nasdaq: NCEL) raises cash to drive NCEL-101 diabetes program after 2025 loss

Rhea-AI Filing Summary

NewcelX Ltd. reported a 2025 net loss of $8.3 million, driven largely by $5.7 million of non-cash finance expenses linked to convertible instruments that were converted before completion of its merger. Operating loss was $2.6 million, reflecting research and development and general and administrative spending typical for a clinical-stage company.

Cash and cash equivalents were $2.2 million as of December 31, 2025, and the balance sheet shows total assets of $11.4 million and equity of $7.3 million, with the company describing itself as substantially debt free. In April 2026, NewcelX completed a $1.35 million private placement with up to approximately $2.0 million of additional potential warrant proceeds and retains access to a $25 million equity line of credit. The company is prioritizing development of its NCEL-101 stem-cell-derived therapy for Type 1 Diabetes in collaboration with Eledon Pharmaceuticals and continues to advance its broader cell therapy pipeline, including AstroRx for ALS and DOXA for narcolepsy and other CNS indications.

Positive

• NewcelX strengthened its capital position with a private placement of $1.35 million, potential additional warrant proceeds of approximately $2.0 million, and continued access to a $25 million Equity Line of Credit, while ending 2025 with a balance sheet it describes as substantially free of debt.

Negative

• The company recorded a 2025 net loss of $8.3 million and discloses that its financial position raises substantial doubt about its ability to continue as a going concern, highlighting significant funding and execution risk for its development programs.

Insights

Biotech equity analyst

NewcelX posts larger 2025 loss but simplifies its balance sheet and adds modest funding for NCEL-101.

NewcelX reported a 2025 net loss of $8.3 million, with operating loss of $2.6 million and the remainder mainly non-cash finance expenses tied to now-converted instruments. This accounting-driven item increases headline loss but does not represent recurring cash burn.

Cash of $2.2 million year-end is low, but the company completed a $1.35 million private placement with up to $2.0 million of additional warrant proceeds and maintains a $25 million equity line of credit. Management also notes the balance sheet is substantially free of debt and financial liabilities beyond working capital.

Strategically, NCEL-101 for Type 1 Diabetes is positioned as the flagship program and key long-term value driver, supported by experience from AstroRx and other cell therapy work. However, the company explicitly states its financial position raises substantial doubt about its ability to continue as a going concern, underscoring dependence on successful future financings and pipeline progress.

Key Figures

Net loss: $8.3 million Operating loss: $2.6 million Non-cash finance expenses: $5.7 million +5 more

8 metrics

Net loss $8.3 million Year ended December 31, 2025

Operating loss $2.6 million Year ended December 31, 2025

Non-cash finance expenses $5.7 million Accounting-related finance expenses tied to convertible instruments in 2025

Cash and cash equivalents $2.2 million As of December 31, 2025

Equity $7.3 million As of December 31, 2025

Private placement $1.35 million Cash raised in April 2026 private placement

Potential warrant proceeds $2.0 million Potential additional proceeds from warrant exercises linked to April 2026 financing

Equity Line of Credit $25 million Available equity line facility

Key Terms

IND-enabling milestones, Equity Line of Credit, stem-cell-derived therapies, in process R&D, +2 more

6 terms

IND-enabling milestones regulatory

"NCEL-101, as the flagship program and key long-term value driver toward IND-enabling milestones"

Equity Line of Credit financial

"and has access to up to a $25 million Equity Line of Credit"

An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.

stem-cell-derived therapies medical

"a clinical-stage regenerative medicine company developing stem-cell-derived therapies"

Therapies made from stem-cell-derived cells use blank-slate cells that are guided in a lab to become specific human cell types (like heart, nerve, or blood cells) and then used to repair or replace damaged tissue. Investors watch these therapies because they promise large clinical benefits and market potential but also carry high costs, complex manufacturing and strict regulatory hurdles—like buying a high-reward, high-risk long-term project.

in process R&D financial

"Intangible Asset - in process R&D"

convertible instruments financial

"finance expenses, primarily associated with fair value remeasurement of derivative liabilities related to convertible instruments"

Convertible instruments are loans or special stock that can be changed into ordinary shares under set conditions, like a loan with an option to become ownership. They matter to investors because they balance downside protection (you often get interest or priority) with upside potential (they can turn into equity if a company does well), and they can change how many shares exist and how much each share is worth.

going concern financial

"that our financial position raises substantial doubt about our ability to continue as a going concern"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of April 2026

Commission File Number: 001-39957

NEWCELX LTD.

(Translation of registrant’s name into English)

Hohstrasse 1, 8302 Kloten

Switzerland

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F     ☐ Form 40-F

CONTENTS

On April 30, 2026, NewcelX Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), issued a press release titled: “NewcelX Reports Financial Results for 2025 and Provides Shareholders with Update on Accelerated Development of Type 1 Diabetes Treatment in Collaboration with Eledon Pharmaceuticals in 2026.” A copy of this press release is furnished herewith as Exhibit 99.1.

EXHIBIT INDEX

Exhibit Number		Description of Document
99.1		Press release titled: “NewcelX Reports Financial Results for 2025 and Provides Shareholders with Update on Accelerated Development of Type 1 Diabetes Treatment in Collaboration with Eledon Pharmaceuticals in 2026”

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NewcelX Ltd.
Date: April 30, 2026	By:	/s/ Ronen Twito
		Name:	Ronen Twito
		Title:	Chief Executive Officer

2

Exhibit 99.1

NewcelX Reports Financial Results for 2025 and Provides Shareholders with Update on Accelerated Development of Type 1 Diabetes Treatment in Collaboration with Eledon Pharmaceuticals in 2026

NewcelX and Eledon Pharmaceuticals are collaborating to advance one of the few scalable approaches to a potential functional cure in Type 1 Diabetes, NCEL-101, as the flagship program and key long-term value driver toward IND-enabling milestones

Substantially debt free, NewcelX recently closed a financing of up to approximately $3.4 million, including $1.35 million in cash and approximately $2 million of potential additional proceeds from the exercise of warrants, and has access to up to a $25 million Equity Line of Credit

Strengthened scientific leadership with appointment of Julien Boisdron, MD, Chief Medical Officer of a Swiss Big Pharma, to Scientific Advisory Board

Aims to significantly accelerate development progress of NCEL-101 and rest of clinical pipeline in 2026

ZURICH, Switzerland, April 30, 2026 (GLOBE NEWSWIRE) -- NewcelX Ltd. (Nasdaq: NCEL), – NewcelX Ltd. (Nasdaq: NCEL), a clinical-stage regenerative medicine company developing stem-cell-derived therapies, today announced reporting its financial results for the period ended December 31, 2025 and corporate highlights.

“2025 was a transformative year for NewcelX, marked by completion of the merger, strengthening of our balance sheet and advancement of NCEL-101 together with our partner Eledon Pharmaceuticals (Nasdaq: ELDN) as our flagship program and key long-term shareholder value driver,” said Ronen Twito, Executive Chairman and Chief Executive Officer of NewcelX. “We believe our scalable stem cell-derived islet platform, combined with targeted immune protection, represents one of the few differentiated approaches aimed at a potential functional cure for Type 1 Diabetes. With our first post-merger annual results, strengthened capital structure and growing scientific validation, we expect 2026 to be a year of significantly accelerated execution.”

Corporate and Program Highlights

● Advanced development of NCEL-101, Company’s flagship stem cell-derived islet therapy for Type 1 Diabetes.

● Continued IND-enabling development activities, including regulatory preparation and preclinical planning.

● Progress in manufacturing readiness, including clinical batches manufacturing preparations with CDMO, Pluri Inc., supporting continued development.

● Further development of clinical pipeline with advancement of a differentiated approach combining stem cell-derived islets with tegoprubart for targeted immune protection.

● Strengthened scientific advisory board with appointment of Julien Boisdron, MD, Chief Medical Officer of a Swiss Big Pharma, whose experience in diabetes innovation and translational medicine is expected to support advancement of NCEL-101.

Clinical Pipeline Development and Platform Value

Beyond NCEL-101, the Company continued advancing its broader pipeline, including AstroRx® for ALS and DOXA for narcolepsy and additional CNS indications, while exploring strategic development and collaboration opportunities for these programs.

The Company believes prior development work in AstroRx®, including GMP cell manufacturing development, translational activities and regulatory interactions with the U.S. Food and Drug Administration, has provided foundational validation of the Company’s ability to develop, manufacture and advance cell therapies toward the clinic, and contributed important know-how now supporting advancement of NCEL-101 in Type 1 Diabetes.

This accumulated experience in cell therapy development, manufacturing and regulatory execution supports NewcelX’s multi-asset strategy and may also create potential non-dilutive partnering opportunities across the broader portfolio.

Strengthened Balance Sheet

In April 2026, the Company completed a $1.35 million private placement, with approximately $2.0 million in additional potential proceeds from future exercise of warrants, representing a financing transaction totaling up to approximately $3.4 million. The Company also maintains access to its $25 million Equity Line of Credit.

As of year-end, the Company’s balance sheet was substantially free of debt and financial liabilities other than ordinary working capital obligations.

Financial Highlights for the Period Ended December 31, 2025

Cash and cash equivalents as of December 31, 2025 were $2.2 million.

Net loss for 2025 was $8.3 million, including $5.7 million in non-cash accounting-related finance expenses, primarily associated with fair value remeasurement of derivative liabilities related to convertible instruments converted prior to merger completion and not expected to recur.

Net cash used in operating activities was $2.8 million, reflecting increased investment in NCEL-101 development activities, including manufacturing, as well as payments to service providers related to merger obligations.

Outlook for 2026

The Company expects 2026 to be a year of accelerated execution, including:

● Advancing NCEL-101 toward key IND-enabling milestones

● Expanding strategic development collaborations

● Pursuing additional financing and partnership opportunities

● Accelerating development activities following establishment of an integrated post-merger operating platform

“With a strengthened capital structure, clean balance sheet and expected acceleration in development, we believe our scalable stem cell-derived islet platform, combined with targeted immune protection, represents one of the few differentiated approaches aimed at a potential functional cure for Type 1 Diabetes. At the same time, capabilities built through AstroRx^® and our broader pipeline strengthen our platform and our ability to execute across multiple programs,” added Ronen Twito NewcelX Chief Executive Officer.

2

A copy of the Company’s annual report on Form 20-F for the year ended December 31, 2025 has been filed with the U.S. Securities and Exchange Commission https://www.sec.gov/ and posted on the Company’s investor relations website at https://newcelx.com/investors/. The Company will deliver a hard copy of its annual report, including its complete audited consolidated financial statements, free of charge, to its shareholders upon request at info@newcelx.com.

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 its business strategy and product pipeline including the development of a potential functional cure for Type 1 Diabetes, expectations regarding accelerated execution and the potential for non-dilutive partnering opportunties. 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 we may elect to utilize in seeking European Medicines Agency, or EMA, the U.S. Food and Drug Administration, or FDA, and other regulatory approvals; our ability to drive revenue growth, enhance research and development capabilities, and improve financial performance is subject to uncertainties; that our financial position raises substantial doubt about our ability to continue as a going concern; our 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 our 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 our product candidates or whether such trials will be conducted at all; competitive companies, technologies and our industry; the development and commercialization, if any, of any other product candidates that we 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 we are able to establish and maintain for intellectual property rights covering our product candidates and our ability to operate our 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; our 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 our 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 & Media Contacts

Sarah Bazak, Investors relations

InvestorRelations@newcelx.com

3

Balance Sheets

		December 31,
		2025				2024
		USD in thousands
CURRENT ASSETS
Cash and cash equivalents			2,201				650
Prepaid expenses and other accounts receivable			981				130
Total current assets			3,182				780
NON-CURRENT ASSETS
Intangible Asset - in process R&D			6,437				-
Goodwill			1,731
Property and equipment			95				123
Total non-current assets			8,263				123
Total assets			11,445				903
CURRENT LIABILITIES
Loan from bank			355				293
Loans from related parties			-				860
Trade payables			1,915				568
Accounts payable			251				605
Convertible loan			-				1,512
Conversion and redemption component of convertible loan and warrants			-				5,061
Deferred tax liability			1,674				-
Total current liabilities			4,195				8,899
Total liabilities			4,195				8,899
EQUITY
Preferred participation certificates, CHF 0.05 par value, 56,829 shares registered, issued and outstanding at December 31, 2025			4				-
Preferred shares, CHF 0.05 par value, 5,029 shares registered, issued and outstanding at December 31, 2025			*				-
Common shares, CHF 0.05 par value, 4,797,505 and 2,960,745 registered shares and outstanding at December 31, 2025 and 2024, respectively			291				184
Additional Paid-in Capital			93,691				69,505
Foreign currency translation reserve			(1,845	)			(1,094	)
Accumulated deficit			(84,891	)			(76,591	)
Total equity			7,250				(7,996	)
			11,445				903

4

Profit and Loss

		Year ended December 31,
		2025				2024				2023
		USD in thousands (except per share data)
Research and development expenses, net			(1,126	)			(992	)			(1,608	)
Marketing expenses			-				-				(81	)
General and administrative expenses			(1,348	)			(805	)			(1,326	)
Other expenses (expenses for merger with NLS)			(88	)			(269	)			-
Operating loss			(2,562	)			(2,066	)			(3,015	)
Financing income			369				6				36
Financing expenses related to convertible instruments			(6,008	)			(5,044	)			(239	)
Other financing expenses			(99	)			(93	)			(114	)
Net financing expenses			(5,738	)			(5,131	)			(317	)
Loss before taxes on income			(8,300	)			(7,197	)			(3,332	)
Total Loss			(8,300	)			(7,197	)			(3,332	)
Net loss attributable to common shareholders			(8,300	)			(7,197	)			(3,332	)
Basic and diluted loss per share (in USD)			(2.16	)			(2.43	)			(1.13	)
Weighted average common shares used in computing basic and diluted net loss per common share			3,843,984	*			2,959,303	*			2,955,027	*
Comprehensive loss:
Net Loss			(8,300	)			(7,197	)			(3,332	)
Adjustments arising from translating financial statements from functional currency to presentation currency			(751	)			(92	)			(98	)
Total other comprehensive loss			(751	)			(92	)			(98	)
Total comprehensive loss			(9,051	)			(7,289	)			(3,430	)

5

FAQ

How did NewcelX (NCEL) perform financially in 2025?

NewcelX reported a 2025 net loss of $8.3 million, including about $5.7 million in non-cash finance expenses related to convertible instruments. Operating loss was roughly $2.6 million, reflecting research and development and general and administrative costs typical for a clinical-stage biotech.

What was NewcelX’s cash position and balance sheet at year-end 2025?

As of December 31, 2025, NewcelX held $2.2 million in cash and cash equivalents and reported total assets of $11.4 million. Equity was about $7.3 million, and the company states its balance sheet was substantially free of debt and financial liabilities beyond working capital.

What new financing did NewcelX (NCEL) complete in 2026?

In April 2026, NewcelX closed a private placement raising $1.35 million in cash, plus approximately $2.0 million in potential additional proceeds from warrant exercises, for total potential financing of about $3.4 million. It also continues to have access to a $25 million Equity Line of Credit.

What is NewcelX’s lead program NCEL-101 and collaboration with Eledon Pharmaceuticals?

NCEL-101 is NewcelX’s lead stem-cell-derived therapy aimed at restoring insulin production as a potential functional cure for Type 1 Diabetes. The company is collaborating with Eledon Pharmaceuticals and views NCEL-101 as its flagship program and key long-term shareholder value driver toward IND-enabling milestones.

Which other pipeline programs is NewcelX (NCEL) advancing besides NCEL-101?

Beyond NCEL-101, NewcelX is advancing AstroRx for ALS and DOXA for narcolepsy and additional CNS indications. Management states that prior AstroRx work in GMP manufacturing, translational activities, and FDA interactions supports its broader multi-asset cell therapy strategy.

Does NewcelX highlight any going concern risks in its latest update?

Yes. NewcelX notes that its financial position raises substantial doubt about its ability to continue as a going concern. This disclosure underscores reliance on future financings and successful execution of its development pipeline to support ongoing operations.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE TITLED: "NEWCELX REPORTS FINANCIAL RESULTS FOR 2025 AND PROVIDES S 69.5 KB