NewcelX agrees to $1.55M private placement

The planned use combines net proceeds with current cash and a previously announced $25 million equity line for NCEL-101 development.

Available on EDGAR 11/09/2026 - 04:31 PM EST Accepted by SEC EDGAR 11/09/2026 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

NewcelX Ltd. entered definitive agreements for a private placement under which investors agreed to purchase 471,125 common shares at $3.29 per share and warrants to purchase up to 353,344 common shares at $3.75 per share. The warrants have a five-year term. The offering is expected to generate $1.55 million in gross proceeds; full cash exercise of the warrants would generate approximately $1.325 million in additional gross proceeds. Closing is expected on or about November 23, 2026, subject to customary closing conditions.

NewcelX intends to use net proceeds, together with its current cash position and previously announced $25 million equity line, primarily to advance NCEL-101 for type 1 diabetes with Eledon Pharmaceuticals. Planned work includes an FDA-required IND-enabling toxicology study, cell-manufacturing capabilities and preparation for a planned Phase 1/2a clinical trial in 2027, as well as working capital and general corporate purposes. NewcelX also agreed to file a resale registration statement covering the common shares and shares underlying pre-funded and common warrants.

Key Figures

Common shares in private placement: 471,125 shares Purchase price: $3.29 per share Common shares subject to warrants: Up to 353,344 shares +5 more

8 metrics

Common shares in private placement 471,125 shares Investors agreed to purchase

Purchase price $3.29 per share Price for common shares

Common shares subject to warrants Up to 353,344 shares Shares purchasable under the common warrants

Warrant exercise price $3.75 per share Common warrants

Expected gross proceeds $1.55 million Expected from the offering

Additional gross proceeds upon full cash exercise Approximately $1.325 million If the warrants are exercised for cash in full

Common warrant term Five years Term of the common warrants

Equity line $25 million Previously announced; included with current cash in intended funding

Key Terms

pre-funded warrants, gross proceeds, equity line, IND-enabling toxicology study, +1 more

5 terms

pre-funded warrants financial

"shares underlying the pre-funded warrants and common warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

gross proceeds financial

"expected to result in gross proceeds to the Company"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

equity line financial

"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 toxicology study medical

"initiate the FDA-required IND-enabling toxicology study"

A nonclinical program of toxicology studies conducted to support an Investigational New Drug (IND) application to a regulatory authority. These GLP-compliant studies examine how a candidate drug affects whole animals (usually two species) across a range of doses and durations to identify toxic effects, target organs, dose–response relationships and a no-observed-adverse-effect level (NOAEL); their results are used to set safe starting doses and dosing limits for first-in-human clinical trials. Regulatory agencies prescribe the types, species, durations and endpoints required, so the exact study set (e.g., single- and repeat-dose toxicology, safety pharmacology, genotoxicity, reproductive toxicology) depends on the drug modality and intended human use, and the studies demonstrate risk profile rather than proving a drug is safe.

Rule 506(b) regulatory

"Rule 506(b) of Regulation D"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

FAQ

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

How many shares and warrants are included in NCEL's private placement?

Investors agreed to purchase 471,125 common shares at $3.29 per share and warrants to purchase up to 353,344 common shares at an exercise price of $3.75 per share.

How much gross proceeds does NCEL expect from the private placement?

The offering is expected to result in $1.55 million in gross proceeds. Cash exercise of the warrants in full would result in approximately $1.325 million in additional gross proceeds.

When is NCEL's private placement expected to close?

Closing is expected on or about November 23, 2026, subject to the satisfaction of customary closing conditions.

When does NCEL plan to file the resale registration statement?

NewcelX agreed to use reasonable best efforts to file the resale registration statement within 45 calendar days of the November 9, 2026 Purchase Agreement.

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

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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

Private Placement Offering

On November 9, 2026, NewcelX Ltd. (the “Company”) entered into definitive securities purchase agreements (the “Purchase Agreement”) for a private placement financing with certain accredited investors (the “Offering”). Under the Purchase Agreement, the investors have agreed to purchase 471,125 common shares, par value CHF 0.05 per share at a purchase price of $3.29 per share and common warrants to purchase up to 353,344 common shares at an exercise price of $3.75 per share. The common warrants shall have a term of five years.

The offering is expected to result in gross proceeds to the Company of $1.55 million. Cash exercise of the warrants in full would result in an additional approximately $1.325 million in gross proceeds to the Company. 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, the Company’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. 

The offering is expected to close on or about November 23, 2026, subject to the satisfaction of customary closing conditions.

Pursuant to the terms of the Purchase Agreement, the Company has agreed to file a registration statement related to the resale of the common shares and common shares underlying the pre-funded warrants and common warrants, and shall use reasonable best efforts to file such registration statement within 45 calendar days of the date of the Purchase Agreement.

The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

The common shares, pre-funded warrants, common warrants and the common shares underlying the pre-funded warrants and common warrants are being offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated thereunder. The investors have represented that they are accredited investors, as that term is defined in Regulation D, or qualified institutional buyers as defined in Rule 144(A)(a), and have acquired the foregoing securities as principals for their own respective accounts and have no arrangements or understandings for any distribution thereof. The offer and sale of the foregoing securities are being made without any form of general solicitation or advertising. The common shares, pre-funded warrants, common warrants and the common shares underlying the pre-funded warrants and common warrants have not been registered under the Securities Act or applicable state securities laws. Accordingly, the common shares, pre-funded warrants, common warrants and the common shares underlying the pre-funded warrants and common warrants 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.

1

This Report on Form 6-K 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.

The foregoing summaries of the Purchase Agreement and common warrants do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as exhibits to this Report on Form 6-K and are incorporated by reference herein.

This Form 6-K is hereby incorporated by reference into the registrant’s registration statements on Form F-3 (File Nos. 333-282788, 333-268690, 333-269220, 333-295770, 333-284811 and 333-298458) of the Company, 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.

Forward Looking Statements

This Report on Form 6-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For example, the Company 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 of the offering. In fact, the closing of the Offering is subject to various conditions and contingencies as are customary in securities purchase agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur, this Offering may not close. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Report on Form 6-K.

2

EXHIBIT INDEX

Exhibit Number		Description of Document
10.1		Form of Securities Purchase Agreement dated as of November 9, 2026, by and among the Company and the investors signatory thereto
10.2		Form of Common Warrant

3

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

4

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT DATED AS OF NOVEMBER 9, 2026, BY AND AMONG 219.1 KB
• EX-10.2 FORM OF COMMON WARRANT 89.7 KB