NewcelX (Nasdaq: NCEL) prices $1.4M private placement at 20% premium

Rhea-AI Filing Summary

NewcelX Ltd. entered into securities purchase agreements for a $1.4 million private equity financing. The company will sell 347,134 common shares at $4.033 per share, a 20% premium to the July 30, 2026 closing price, plus warrants to purchase 347,134 additional common shares at an exercise price of $4.437, equal to 132% of that closing price. The financing, which includes participation from existing shareholders, is expected to close on or about August 14, 2026, subject to customary closing conditions.

NewcelX plans to use the proceeds, together with its current cash and a previously announced $25 million equity line, primarily to advance NCEL-101, its stem-cell-derived Type 1 Diabetes program with Eledon Pharmaceuticals, and for working capital and general corporate purposes. The securities are being issued in a private placement under Section 4(a)(2) and Regulation D and are not registered under the Securities Act, so resale in the United States requires an effective registration statement or a valid exemption. Forward-looking statements highlight risks including regulatory outcomes, clinical development uncertainties, substantial doubt about the company’s ability to continue as a going concern, and its ability to maintain Nasdaq listing.

Filing Explained

The July 31 filing reports signed agreements, not a completed sale: if the expected August 14 closing occurs, 347,134 common shares would be issued, with warrants for up to 347,134 more, increasing the share count and potentially reducing existing holders’ percentage ownership.

Key Figures

Equity financing size: $1.4 million Common shares sold: 347,134 shares Purchase price per share: $4.033 per share +5 more

8 metrics

Equity financing size $1.4 million Aggregate size of the private equity financing announced

Common shares sold 347,134 shares Total common shares to be issued in the private placement

Purchase price per share $4.033 per share Represents a 20% premium to the July 30, 2026 closing share price

Warrant shares 347,134 shares Common shares underlying warrants issued alongside the equity financing

Warrant exercise price $4.437 per share Equal to 132% of the last closing price on July 30, 2026

Equity line commitment $25 million Previously announced equity line available to support company funding

Share price premium 20% Premium of the purchase price to the last closing share price

Exercise price as % of last close 132% Warrant exercise price relative to the last closing share price

Key Terms

private placement, securities purchase agreements, equity line, IND-enabling studies, +1 more

5 terms

private placement financial

"the Company has 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.

securities purchase agreements financial

"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.

equity line financial

"together with its current cash position, and previously announced $25 million equity line"

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.

IND-enabling studies medical

"This financing provides additional resources to 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.

going concern financial

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

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

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

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FAQ

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

NewcelX announced a $1.4 million private equity financing through securities purchase agreements. It is issuing 347,134 common shares and warrants for the same number of shares, all in a privately placed transaction with participating investors.

At what price and premium is NewcelX (NCEL) issuing the new shares?

The new shares are priced at $4.033 per share, representing a 20% premium to NewcelX’s last closing share price on July 30, 2026. Management highlights this premium pricing as a key feature of the financing structure.

How many warrants are in NewcelX (NCEL)’s financing and what is the exercise price?

Investors will receive warrants to purchase 347,134 common shares, matching the number of shares sold. These warrants have an exercise price of $4.437 per share, which equals 132% of NewcelX’s last closing price on July 30, 2026.

When is NewcelX (NCEL)’s private placement expected to close?

The private placement is expected to close on or about August 14, 2026, subject to the satisfaction of customary closing conditions. There is no assurance in the disclosure that these conditions will be met by that date.

How will NewcelX (NCEL) use the proceeds from the $1.4 million financing?

NewcelX intends to use the net proceeds, together with existing cash and a $25 million equity line, primarily to advance its NCEL-101 Type 1 Diabetes program with Eledon Pharmaceuticals and for working capital and general corporate purposes, supporting ongoing development activities.

Is NewcelX (NCEL)’s new financing registered under the U.S. Securities Act?

No. The securities are being issued in a private placement under Section 4(a)(2) and Regulation D and are not registered under the Securities Act. They may only be offered or sold in the United States pursuant to an effective registration statement or a valid exemption.

What key risks does NewcelX (NCEL) reference alongside this financing?

NewcelX cites risks including regulatory approvals, clinical trial timing, its financial position raising substantial doubt about continuing as a going concern, potential Nasdaq listing challenges, intellectual property protection, competitive pressures, and geopolitical issues, as detailed in its risk factor disclosures.

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 July 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 July 31, 2026, NewcelX Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), issued a press release titled: “NewcelX Announces Pricing of $1.4 Million Equity Financing at 20% Premium Pricing.” 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 is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-282788, 333-268690, 333-269220, 333-295770 and 333-284811), 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.

1

EXHIBIT INDEX

Exhibit Number		Description of Document
99.1		Press release titled: “NewcelX Announces Pricing of $1.4 Million Equity Financing at 20% Premium Pricing”

2

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: July 31, 2026	By:	/s/ Ronen Twito
		Name:	Ronen Twito
		Title:	Chief Executive Officer

3

Exhibit 99.1

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

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: 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: 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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE TITLED: "NEWCELX ANNOUNCES PRICING OF $1.4 MILLION EQUITY FINANCIN 13.0 KB