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  4. [D] NewcelX Ltd. SEC Filing

NewcelX raises $2.94M in private securities sale

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

NewcelX Ltd. (NCEL), a Switzerland-incorporated biotechnology company, filed a Form D for a completed exempt offering under Rule 506(b) of Regulation D. The company offered equity securities, including common shares, warrants to purchase common shares, and the common shares issuable upon warrant exercise.

The total amount sold in the offering is $2,940,234, which the company states includes the exercise price of common shares underlying the warrants at an exercise price of $4.437 per share, with $0 remaining to be sold. No sales commissions or finders’ fees were reported. The date of first sale was July 3, 2026.

Positive

  • None.

Negative

  • None.
Total Amount Sold $2,940,234 USD Total amount sold in the exempt offering, including warrant exercise price
Total Remaining to be Sold $0 USD Amount remaining to be sold in the offering
Warrant Exercise Price $4.437 Exercise price per common share underlying the warrants
Finders' Fees $0 USD Finders’ fees expenses reported for the offering
Date of First Sale 2026-07-03 Reported first sale date for securities in this exempt offering
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
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.
Regulation D regulatory
"if the issuer is claiming a Regulation D exemption for the offering"
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.
covered securities regulatory
"if the securities that are the subject of this Form D are "covered securities""
Investment Company Act of 1940 regulatory
"the Investment Company Act of 1940, or the Investment Advisers Act of 1940"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
exempt offering of securities regulatory
"FORM D Notice of Exempt Offering of Securities"

FAQ

What type of securities is NewcelX Ltd. (NCEL) offering in this Form D?
NewcelX Ltd. is offering equity securities, specifically common shares, warrants to purchase common shares, and the common shares issuable upon exercise of those warrants.

How much has NewcelX Ltd. (NCEL) raised in this exempt offering?
NewcelX Ltd. reports a total amount sold of $2,940,234 in the offering, with $0 remaining to be sold. The company states this total includes the exercise price of the common shares underlying the warrants.

What is the warrant exercise price in NewcelX Ltd.’s (NCEL) Form D offering?
The warrants issued by NewcelX Ltd. have an exercise price of $4.437 per common share. The company notes that the $2,940,234 total amount sold includes the exercise price of the common shares underlying these warrants.

Under which exemption is NewcelX Ltd. (NCEL) conducting this securities offering?
NewcelX Ltd. is conducting the offering under Rule 506(b) of Regulation D, a federal exemption that allows certain private offerings of securities without full SEC registration, subject to the rule’s conditions.

Did NewcelX Ltd. (NCEL) pay any sales commissions or finders’ fees in this offering?
No. NewcelX Ltd. reports no sales commissions and no finders’ fees for this exempt offering, and specifically lists $0 in finders’ fees expenses.

When did NewcelX Ltd. (NCEL) first sell securities in this Form D offering?
NewcelX Ltd. reports the date of first sale for this offering as July 3, 2026, indicating when investors first purchased securities under this exemption.

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The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0001783036
NLS Pharmaceutics Ltd.
Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
X Other (Specify)

Company incorporated in Switzerland
Name of Issuer
NewcelX Ltd.
Jurisdiction of Incorporation/Organization
SWITZERLAND
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
NewcelX Ltd.
Street Address 1 Street Address 2
HOHSTRASSE 1
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
KLOTEN SWITZERLAND 8302 41 44 512 21 50

3. Related Persons

Last Name First Name Middle Name
Twito Ronen
Street Address 1 Street Address 2
NewcelX Ltd. Hohstrasse 1
City State/Province/Country ZIP/PostalCode
Kloten SWITZERLAND 8302
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Executive Chairman and Chief Executive Officer
Last Name First Name Middle Name
Revel Michel
Street Address 1 Street Address 2
NewcelX Ltd. Hohstrasse 1
City State/Province/Country ZIP/PostalCode
Kloten SWITZERLAND 8302
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Molakandov Kfir
Street Address 1 Street Address 2
NewcelX Ltd. Hohstrasse 1
City State/Province/Country ZIP/PostalCode
Kloten SWITZERLAND 8302
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Hagai Omri
Street Address 1 Street Address 2
NewcelX Ltd. Hohstrasse 1
City State/Province/Country ZIP/PostalCode
Kloten SWITZERLAND 8302
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer
Last Name First Name Middle Name
Zwyer Alexander C.
Street Address 1 Street Address 2
NewcelX Ltd. Hohstrasse 1
City State/Province/Country ZIP/PostalCode
Kloten SWITZERLAND 8302
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Samuel Olivier
Street Address 1 Street Address 2
NewcelX Ltd. Hohstrasse 1
City State/Province/Country ZIP/PostalCode
Kloten SWITZERLAND 8302
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Iohan Eran
Street Address 1 Street Address 2
NewcelX Ltd. Hohstrasse 1
City State/Province/Country ZIP/PostalCode
Kloten SWITZERLAND 8302
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Oren Liora
Street Address 1 Street Address 2
NewcelX Ltd. Hohstrasse 1
City State/Province/Country ZIP/PostalCode
Kloten SWITZERLAND 8302
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Galili Tamar
Street Address 1 Street Address 2
NewcelX Ltd. Hohstrasse 1
City State/Province/Country ZIP/PostalCode
Kloten SWITZERLAND 8302
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
X Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2026-07-03 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Common shares and warrants to purchase common shares

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
None None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
None None
City State/Province/Country ZIP/Postal Code
None Unknown 000000
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
X Foreign/non-US
CALIFORNIA

13. Offering and Sales Amounts

Total Offering Amount $2,940,234 USD
or Indefinite
Total Amount Sold $2,940,234 USD
Total Remaining to be Sold $0 USD
or Indefinite

Clarification of Response (if Necessary):

Including the exercise price of common shares underlying such warrants at an exercise price of $4.437.

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
5

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
NewcelX Ltd. /s/ Ronen Twito Ronen Twito Chief Executive Officer 2026-08-24

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR