NewcelX (NCEL) director discloses initial 9,117-share option grant

Rhea-AI Filing Summary

NewcelX Ltd. director Galili Tamar filed an initial ownership report showing an option to purchase 9,117 ordinary shares. The option has an exercise price of $7.6200 per share and expires on November 4, 2035. As of this filing, options to purchase 759 ordinary shares are vested and currently exercisable, while the remaining options vest in 11 equal quarterly installments beginning on May 4, 2026, subject to continued service. The options were granted under the NewcelX Ltd. Share Option Plan Regulation 2021 and, to qualify for certain Israeli tax benefits, must be registered in the name of a trustee.

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^*

Galili Tamar

(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/ Tamar Galili	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 the NewcelX (NCEL) Form 3 filing by Galili Tamar show?

The Form 3 filing shows director Galili Tamar holds an option to purchase 9,117 ordinary shares of NewcelX. It details the option’s $7.6200 exercise price, November 4, 2035 expiration, and current and future vesting schedule.

How many NewcelX (NCEL) options held by Galili Tamar are currently vested?

As of the Form 3 date, options to purchase 759 ordinary shares are vested and currently exercisable. The remaining options become exercisable in 11 equal quarterly installments starting May 4, 2026, conditional on Galili Tamar’s continued service with NewcelX.

What are the key terms of Galili Tamar’s NewcelX (NCEL) stock options?

Galili Tamar’s option covers 9,117 underlying ordinary shares with an exercise price of $7.6200 per share and an expiration date of November 4, 2035. Vesting is partly completed, with the remainder vesting quarterly starting May 4, 2026.

How do Israeli tax rules affect NewcelX (NCEL) options reported in this Form 3?

To qualify for certain tax benefits under Section 102 of the Israeli Tax Ordinance, securities issued under the NewcelX Share Option Plan Regulation 2021 must be registered in the name of a trustee. This structure is part of the option arrangement reported.

Is the NewcelX (NCEL) Form 3 filing a buy or sell transaction?

The Form 3 is an initial ownership report and does not show a new buy or sell. It discloses an existing option position for 9,117 underlying shares, including how many are vested and the future vesting schedule for the remaining options.