Nls Pharmaceutics Ltd SEC Filings

NewcelX Ltd., a Switzerland-based biotechnology company, reported that it issued a press release announcing the appointment of Jeremy Shefner, MD, PhD, Chief Medical Officer at the Barrow Neurological Institute, to its Scientific Advisory Board. The filing highlights that this appointment is intended to strengthen NewcelX’s scientific advisory capabilities by adding an experienced clinical leader to its advisory structure.

NewcelX Ltd. (NLSP) appointed Omri Hagai as Chief Financial Officer, effective December 10, 2025. He succeeds Interim CFO Uri Ben Or, who will step down the same day. The company stated Mr. Ben Or’s departure was not due to any disagreement with NewcelX regarding operations, policies, or practices.

The appointment follows the closing of the merger between NLS Pharmaceutics Ltd. and Kadimastem Ltd. Mr. Hagai brings public‑company finance experience from Israel Chemicals, BrainsWay, and Saverone, and is a CPA in Israel.

NewcelX Ltd. filed Post‑Effective Amendment No. 2 to its Form F‑4, stating that it is being filed solely to (i) include Rule 473(b) language for automatic effectiveness 20 days following this filing, (ii) update the registrant’s name, and (iii) file updated Exhibits 23.2, 23.4 and 24.1; it does not modify the prospectus.

NLS Pharmaceutics previously registered 70,000,000 common shares and up to 70,000,000 pre‑funded warrants to purchase 70,000,000 NLS common shares in connection with the transaction. Shareholders approved the merger on September 29, 2025, setting the final ownership split at approximately 84.4% for Kadimastem holders and 15.6% for NLS holders. The merger closed on October 30, 2025, and NewcelX common shares began trading on Nasdaq as “NCEL” on October 31, 2025; the last reported sale price on November 4, 2025 was $5.65.

As of June 30, 2025, NLS reported cash and cash equivalents of $3.1 million and an accumulated deficit of $74.8 million, with a net loss of $2.22 million for the six months ended June 30, 2025. Kadimastem reported a net loss of $11.2 million for the same period, largely due to non‑cash revaluation of convertible loans, and cash of $298,932. Both parties highlight going‑concern risks and the need for additional financing.

NLS Pharmaceutics (NLSP) completed its merger with Kadimastem on October 30, 2025, combining operations to form an integrated biopharmaceutical company focused on cell-based and small‑molecule therapies for neurodegenerative and metabolic diseases. In connection with closing, the company implemented a 1‑for‑10 reverse stock split and changed its name to NewcelX Ltd.

Shareholders approved the transactions on September 29, 2025. As part of closing, holders of NLS common shares, preferred shares, preferred participation certificates, and warrants received contingent value rights tied to potential future net proceeds from certain legacy asset dispositions, including Mazindol ER and excluding the DOXA platform.

NLS Pharmaceutics Ltd. furnished a 6-K reporting that, on October 29, 2025, it issued a press release titled “NLS Pharmaceutics and Kadimastem Highlight Continued BIRD Foundation Support for ITOL-102 Diabetes Program Following Merger.” The press release is included as Exhibit 99.1.

The filing indicates the company is highlighting ongoing support for the ITOL-102 diabetes program in the context of its merger with Kadimastem. The report is administrative in nature and provides the press release as an exhibit for investors’ reference.