Nls Pharmaceutics Ltd SEC Filings

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.

NLS Pharmaceutics (NLSP) reported shareholder approval of key steps to complete its merger with Kadimastem, including a 1-for-10 reverse share split and a name change to NewcelX Ltd. The reverse split becomes effective in Switzerland on October 30, 2025 and will be reflected on Nasdaq at market open.

Following the reverse split and the merger becoming effective, the company states it will have 4,558,378 common shares issued and outstanding, plus 1,060,574 common shares issuable upon exercise of pre-funded warrants issued as merger consideration, 13,778 preferred shares, and 58,320 preferred participation certificates.

The company will file Amended and Restated Articles of Association reflecting a registered share capital of CHF 282,908.80 (5,533,183 common shares and 124,993 preferred shares, each at par CHF 0.05) and a participation capital of CHF 3,032.40 (60,648 preferred participation certificates). It also establishes a capital band with an upper limit of CHF 428,911.80 and a lower limit of CHF 142,970.60, and conditional share capital authorizing up to 450,000 and up to 2,409,412 additional common shares, as specified.

NLS Pharmaceutics (NLSP) furnished a 6-K noting a press release announcing completion of material conditions precedent for its merger and a delisting date for Kadimastem’s shares.

Issued on October 28, 2025, the notice indicates merger milestones have been satisfied and that Kadimastem’s shares have a delisting date announced. Full details are contained in Exhibit 99.1, titled “NLS Pharmaceutics and Kadimastem Announce Completion of Material Conditions Precedent for Merger Transaction and Delisting Date of Kadimastem’s Shares.”

NLS Pharmaceutics Ltd. furnished a Form 6-K announcing it issued a press release titled “NLS Pharmaceutics and Kadimastem Announce Strategic Collaboration between Kadimastem and TargetGene to Advance Next-Generation Gene-Edited Cell Therapies.”

The press release, dated October 27, 2025, is included as Exhibit 99.1. The filing lists the company’s principal executive office at The Circle 6, 8058 Zurich, Switzerland and cites Commission File Number 001-39957.

NLS Pharmaceutics Ltd. filed a Post-Effective Amendment to its Form F-1 to update its resale registration for up to 5,000,000 common shares by Alpha Capital Anstalt under a committed equity facility. The company states that no additional securities are being registered and prior fees were paid.

This is a resale by the selling shareholder; NLS will not receive proceeds from those resales. Separately, NLS may sell common shares to Alpha under the March 31, 2025 Purchase Agreement for $25.0 million in aggregate at a price equal to 95% of the lesser of the lowest sale price or VWAP on the purchase date, subject to conditions and a 9.99% beneficial ownership cap. In connection with the facility, Alpha received 192,308 pre-funded warrant “Commitment Shares.”

As context, common shares outstanding were 5,206,629 as of October 22, 2025, and the Nasdaq last reported price was $1.59 per share on that date. The prospectus also notes shareholder approval of the Kadimastem merger, targeting ownership of approximately 84.4% for Kadimastem shareholders and 15.6% for NLS shareholders, with a planned name change to NewcelX Ltd., subject to final closing conditions.

NLS Pharmaceutics Ltd. (NLSP) furnished a Form 6-K announcing it issued a press release titled “NLS and Kadimastem Announce Receipt of Nasdaq Approval; Merger Expected to Close on October 30, 2025.” The press release is included as Exhibit 99.1.

This update indicates Nasdaq approval has been received and the parties expect to close the merger on October 30, 2025.