NLS Pharmaceutics (NLSP) outlines Kadimastem merger and combined pro forma data

Rhea-AI Filing Summary

NLS Pharmaceutics Ltd. filed a Form 6-K describing its planned merger with Kadimastem Ltd., an Israeli public company listed on TASE. Under a Merger Agreement dated November 4, 2024, Kadimastem is expected to merge into an NLS wholly owned subsidiary, with that subsidiary surviving.

At the effective time of the merger, each outstanding Kadimastem ordinary share will be exchanged for the right to receive NLS common shares, with the exact exchange ratio determined under the Merger Agreement. The filing mainly supplies investors with Kadimastem’s interim and audited financial statements and unaudited pro forma condensed combined financial statements for the combined company as of and for the six months ended June 30, 2025.

Insights

Cross-border M&A and financial reporting analyst

NLS outlines a planned merger with Kadimastem and supplies combined pro forma figures.

The filing centers on a planned merger where Kadimastem Ltd. will merge into an Israeli subsidiary of NLS Pharmaceutics Ltd., with the subsidiary surviving. Kadimastem shareholders would receive NLS common shares based on an exchange formula in the Merger Agreement, effectively turning Kadimastem into part of NLS if the transaction is completed.

The provided interim and audited Kadimastem financials, together with unaudited pro forma condensed combined financial statements for the six months ended June 30, 2025, help illustrate how the two businesses might look on a combined basis. The filing itself does not address closing status, integrations, or synergies, so the ultimate impact depends on whether the merger proceeds under the disclosed terms and how the combined operations perform after completion.

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.

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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.

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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

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FAQ

What transaction does NLS Pharmaceutics Ltd. (NLSP) describe in this Form 6-K?

NLS Pharmaceutics Ltd. describes an Agreement and Plan of Merger with Kadimastem Ltd. under which Kadimastem will merge with and into NLS Pharmaceutics (Israel) Ltd., a wholly owned NLS subsidiary, with that subsidiary surviving.

How will Kadimastem shareholders be paid in the planned NLS (NLSP) merger?

Each issued and outstanding ordinary share of Kadimastem will be exchanged for and automatically converted into the right to receive a certain number of fully paid and nonassessable NLS common shares, calculated according to the Merger Agreement.

What financial statements are included with this NLS Pharmaceutics (NLSP) Form 6-K?

The Form 6-K includes Kadimastem’s unaudited interim condensed financial statements as of and for the six months ended June 30, 2025, audited financial statements for the years ended December 31, 2024 and 2023, and NLS’s unaudited pro forma condensed combined financial statements for the six months ended June 30, 2025.

Why are pro forma condensed combined financial statements provided by NLS Pharmaceutics (NLSP)?

The unaudited pro forma condensed combined financial statements are provided to show how the financial position and results of operations of NLS and Kadimastem might appear on a combined basis for the six months ended June 30, 2025, based on the planned merger structure.

What is the role of NLS Pharmaceutics (Israel) Ltd. in the Kadimastem merger?

NLS Pharmaceutics (Israel) Ltd., a wholly owned subsidiary of NLS, is the merger subsidiary. Kadimastem will merge with and into this entity, and the subsidiary will be the surviving company in the merger structure.

Does the NLS Pharmaceutics (NLSP) Form 6-K state the merger has been completed?

The content describes the Merger Agreement and provides related financial statements but does not state that the merger has been completed; it explains the planned structure and share exchange terms.