UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of October 2025 (Report No. 2)
Commission file number: 001-39957
NLS PHARMACEUTICS LTD.
(Translation of registrant’s name into English)
The Circle 6
8058 Zurich, Switzerland
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
On November 4, 2024, NLS Pharmaceutics
Ltd., or NLS, NLS Pharmaceutics (Israel) Ltd., an Israeli company and a wholly owned subsidiary of NLS (the “Merger Sub”),
and Kadimastem Ltd., an Israeli publicly traded company limited by shares (TASE: KDST) (“Kadimastem”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”), pursuant to which (i) Kadimastem will merge with and into Merger Sub, with Merger
Sub as the surviving company (the “Merger”), and (ii) at the effective time of the Merger, each issued and outstanding ordinary
share of Kadimastem, no par value, will be exchanged for and automatically converted into the right to receive from NLS that certain number
of fully paid and nonassessable common shares of the NLS as calculated in accordance with the terms of the Merger Agreement.
This Report of Foreign Private
Issuer on Form 6-K is being filed to provide (i) Kadimastem’s Interim Condensed Financial Statements as of and for the six months
ended June 30, 2025, which are attached hereto as Exhibit 99.1; (ii) Kadimastem’s Audited Financial Statements as of and for the
years ended December 31, 2024 and 2023, which are attached hereto as Exhibit 99.2; and (iii) NLS’s Unaudited Pro Forma Condensed
Combined Financial Statements as of and for the six months ended June 30, 2025, which are attached hereto as Exhibit 99.3.
EXHIBIT INDEX
Exhibit
Number |
|
Description of Document |
| 99.1 |
|
Unaudited Interim Condensed Financial Statements of Kadimastem Ltd. as of June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024. |
| 99.2 |
|
Audited Financial Statements of Kadimastem Ltd. as of and for the years ended December 31, 2024 and 2023. |
| 99.3 |
|
Unaudited Pro Forma Condensed Combined Financial Statements of NLS Pharmaceutics Ltd. for the six months ended June 30, 2025. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
NLS Pharmaceutics Ltd. |
| |
|
| Date: October 9, 2025 |
By: |
/s/ Alexander Zwyer |
| |
|
Name: |
Alexander Zwyer |
| |
|
Title: |
Chief Executive Officer |
