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 November 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 November 9, 2026, NewcelX
Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), issued a press release titled: “NewcelX
Announces Pricing of $1.55 Million Equity Financing at 20% Premium Pricing to Market.” A copy of this press release is furnished
herewith as Exhibit 99.1.
The first, second, third,
fourth, sixth and seventh paragraphs of the press release attached to this Form 6-K as Exhibit 99.1 are incorporated by reference into
the Company’s Registration Statements on Form F-3 (File Nos. 333-282788,
333-268690, 333-269220,
333-295770, 333-284811
and 333-298458), filed with
the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded
by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
Exhibit
Number |
|
Description of Document |
| 99.1 |
|
Press
release titled: “NewcelX Announces Pricing of $1.55 Million Equity Financing at 20% Premium Pricing to Market” |
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: November 9, 2026 |
By: |
/s/ Ronen Twito |
| |
|
Name: |
Ronen Twito |
| |
|
Title: |
Chief Executive Officer |
Exhibit
99.1
NewcelX
Announces Pricing of $1.55 Million Equity Financing at 20% Premium Pricing to Market
The financing led by international
healthcare investors, alongside The Crushing
T1 Foundation, reinforces confidence in NewcelX’s strategy and long-term potential
ZURICH, Switzerland, November 9, 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 $3.29 per share, representing a 20%
premium to the last closing price of the Company’s common shares on November 6, 2026.
Pursuant to the terms of the securities purchase
agreements, the Company is selling an aggregate of 471,125 common shares and one series of warrants to purchase an aggregate of 353,344
common shares at an exercise price of $3.75 per share, which is 137% of the last closing price of the Company’s common shares on November
6, 2026.
The offering includes participation from existing
shareholders and is expected to close on or about November 23, 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 specifically to initiate the FDA-required
IND-enabling toxicology study, advance cell manufacturing capabilities and support preparations for the planned Phase 1/2a clinical trial
in 2027, and for working capital and general corporate purposes.
“We are pleased to welcome this distinguished
group of healthcare investors, whose experience, reputation, and long-term perspective bring significant value beyond their financial
investment,” said Ronen Twito, CEO & Executive Chairman of NewcelX. “We believe that their participation, together
with involvement of The Crushing T1 Foundation, represents a strong vote of confidence in our technology, strategy, and clinical potential.
Importantly, the investment at a substantial premium to the prevailing market price underscores the conviction of these investors in the
long-term value of NewcelX. This financing comes at an important stage as we advance toward initiating our IND-enabling studies following
our successful Pre-IND meeting with the FDA and prepare for our planned Phase 1/2a clinical trial in 2027, in collaboration with Eledon
Pharmaceuticals.”
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, the intended use of proceeds therefrom, the advancement and development of NCEL-101,
the initiation and timing of IND-enabling studies, its manufacturing capabilities and scalability, and the timing and commencement of
its planned Phase 1/2a clinical trial, including its plans to commence such trial in 2027. 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
