NewcelX (NCEL) director discloses 9,117 options, 759 already vested

Rhea-AI Filing Summary

NewcelX Ltd. director Oren Liora filed an initial ownership report showing options to purchase 9,117 ordinary shares at an exercise price of 7.6200, expiring on November 4, 2035. As of this filing, 759 options are vested and exercisable, with the remainder vesting in 11 equal quarterly installments beginning on May 4, 2026, subject to continued service. Certain options are held through a trustee to qualify for tax benefits under Section 102 of the Israeli Tax Ordinance.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Oren Liora

Role Director

Type	Security	Shares	Price	Value
holding	Option to Purchase Ordinary Shares	--	--	--

Holdings After Transaction: Option to Purchase Ordinary Shares — 9,117 shares (Direct)

Footnotes (1)

1. As of the date of this Form 3, options to purchase 759 ordinary shares are vested and currently exercisable. The remaining options vest and become exercisable beginning on May 4, 2026 in 11 equal installments on a quarterly basis, subject to the Reporting Person's continued service. To qualify for certain tax benefits under Section 102 of the Israeli Tax Ordinance, securities issued to an employee in connection with the NewcelX Ltd. Share Option Plan Regulation 2021 must be registered in the name of a trustee.

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Oren Liora

(Last) (First) (Middle)

C/O NEWCELX LTD.

THE CIRCLE 6

(Street)

ZURICH 8058

(City) (State) (Zip)

SWITZERLAND

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
NewcelX Ltd. [ NCEL ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Ordinary Shares	(1)	11/04/2035	Ordinary Shares	9,117(2)	$7.62	D

Explanation of Responses:

1. As of the date of this Form 3, options to purchase 759 ordinary shares are vested and currently exercisable. The remaining options vest and become exercisable beginning on May 4, 2026 in 11 equal installments on a quarterly basis, subject to the Reporting Person's continued service.

2. To qualify for certain tax benefits under Section 102 of the Israeli Tax Ordinance, securities issued to an employee in connection with the NewcelX Ltd. Share Option Plan Regulation 2021 must be registered in the name of a trustee.

	/s/ Liora Oren	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
* Form 3: SEC 1473 (03-26)

FAQ

What does NewcelX (NCEL) director Oren Liora report on this Form 3?

The Form 3 shows that director Oren Liora holds options to purchase 9,117 NewcelX ordinary shares at an exercise price of 7.6200, expiring November 4, 2035. This is an initial ownership disclosure, not a buy or sell transaction.

How many NewcelX (NCEL) options are currently vested for Oren Liora?

As of the Form 3 date, 759 of Oren Liora’s options to purchase NewcelX ordinary shares are vested and currently exercisable. The remaining options will vest over time according to a specified quarterly schedule, contingent on continued service.

What is the vesting schedule for Oren Liora’s NewcelX (NCEL) options?

Beyond the 759 already vested options, the remaining NewcelX options vest in 11 equal installments on a quarterly basis starting May 4, 2026. Each installment requires Oren Liora’s continued service, aligning vesting with ongoing involvement at the company.

When do Oren Liora’s NewcelX (NCEL) options expire and at what price?

The options to purchase NewcelX ordinary shares carry an exercise price of 7.6200 and expire on November 4, 2035. This long-dated expiration provides an extended window during which vested options may be exercised, subject to applicable plan and tax rules.

Why are some NewcelX (NCEL) options registered in a trustee’s name?

To qualify for certain tax benefits under Section 102 of the Israeli Tax Ordinance, securities issued under the NewcelX Ltd. Share Option Plan Regulation 2021 must be registered in a trustee’s name. This structure is tax-driven and does not change the reported option entitlements.