[6-K] NLS Pharmaceutics Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

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.

Insights

Capital markets and governance analyst

Share structure reset and merger mechanics advance; neutral impact.

NLS Pharmaceutics details shareholder-approved steps tied to its merger with Kadimastem: a 1-for-10 reverse split, renaming to NewcelX Ltd., and updated charter capital. The reverse split is effective in Switzerland on October 30, 2025 and will appear on Nasdaq at market open.

Post-effectiveness, the company lists 4,558,378 common shares outstanding, plus 1,060,574 common shares issuable from pre-funded warrants issued as merger consideration, alongside stated preferred instruments. The Articles set total registered share capital of CHF 282,908.80 and define a capital band between CHF 142,970.60 and CHF 428,911.80, with conditional capital for additional common shares.

These actions primarily align listing and capital structure with the transaction. Actual market effects depend on merger effectiveness and any subsequent warrant exercises disclosed in later updates.

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. 6)

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 office)

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. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of NLS Pharmaceutics (Israel) Ltd., a wholly owned subsidiary of the Company, with and into Kadimastem Ltd. (“Kadimastem”), with Kadimastem surviving as a wholly owned subsidiary of the Company (the “Merger”). At the effective time of the Merger, each outstanding ordinary share of Kadimastem (the “Kadimastem Ordinary Shares”) will be exchanged for the right to receive a number of duly authorized, validly issued, fully paid and non-assessable common shares of the Company, determined in accordance with the exchange ratio set forth in the Merger Agreement (the “Exchange Ratio”).

In order to effect the transactions contemplated by the Merger Agreement and satisfy applicable Nasdaq initial listing requirements, the Company’s shareholders were asked to approve certain corporate actions (the “Proposals”). On September 10, 2025, the Registrant filed with the Securities and Exchange Commission a Registration Statement on Form F-4 (File No. 333-284075) that included the notice, proxy statement, and form of proxy card for the Extraordinary General Meeting, which was held on September 29, 2025 (the “Meeting”). The Registration Statement included, among others, the following Proposals: (1) an ordinary capital increase, by way of contribution in kind of Kadimastem Ordinary Shares against issuance of new common shares of the Company to be issued to Kadimastem shareholders pursuant to the Exchange Ratio under the Merger Agreement (the “Capital Increase”); (2) a reduction of the par value of each common share, preferred share, and preferred participation certificate, together with the corresponding Capital Increase, as a preparatory measure for the share consolidation; (3) a consolidation of each of the common shares, preferred shares and preferred participation certificates at a ratio of 1:10 (the “Reverse Split”); and (4) a change of the Company’s name to NewcelX Ltd. Each of the Proposals was approved at the Meeting.

The Company will file its Amended and Restated Articles of Association, with the commercial registry of the Canton of Zurich, Switzerland, reflecting the increase of the new share capital, to be effective as of October 30, 2025, following which the Company will have a registered share capital consisted of: (A) (i) a total share capital of CHF 282,908.80, divided into 5,533,183 common shares, par value CHF 0.05 each, and 124,993 preferred shares, par value CHF 0.05 each, and (ii) a total participation capital of CHF 3,032.40, divided into 60,648 preferred participation certificates, par value CHF 0.05 each; (B) a capital band with an upper limit of CHF 428,911.80 and a lower limit of CHF 142,970.60, which may be effected by issuing up to 2,859,412 fully paid registered common shares, par value CHF 0.05 each; and (C) conditional share capital consisted of (i) a maximum of 450,000 fully paid in registered common shares, par value CHF 0.05 each which amounts to CHF 22,500, and (ii) a maximum amount of CHF 120,470.60 through the issuance of not more than 2,409,412 registered common shares, par value CHF 0.05 each. The foregoing description of the Amended and Restated Articles of Association is qualified in its entirety by reference to the Amended and Restated Articles of Association filed as Exhibit 99.1 hereto, which is incorporated herein by reference.

Upon effectiveness of the Reverse Split and the Merger, the Company will have (i) 4,558,378 common shares, par value CHF 0.05 issued and outstanding, (ii) 1,060,574 total outstanding common shares, par value CHF 0.05, issuable upon the exercise of pre-funded warrants issued as Merger consideration, (iii) 13,778 preferred shares, par value CHF 0.05 issued and outstanding, and (iv) 58,320 preferred participation certificates, par value CHF 0.05 issued and outstanding.

A notice of the Reverse Split will be filed with the commercial registry of the Canton of Zurich, Switzerland, on October 30, 2025. As a result, the Reverse Split will become effective in Switzerland on October 30, 2025, and will be reflected on Nasdaq at market open. Following its effectiveness in Switzerland, the reverse split will be published in the Swiss Official Gazette of Commerce (SOGC) on or around October 31, 2025.

On October 29, 2024, the Registrant issued a press release titled: “NLS Pharmaceutics Ltd. Announces 1-for-10 Reverse Share Split and Name Change in Connection with Proposed Merger with Kadimastem.” A copy of this press release is furnished herewith as Exhibit 99.1.

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EXHIBIT INDEX

Exhibit Number		Description of Document
99.1		Amended and Restated Articles of Association.
99.2		Press release titled: “NLS Pharmaceutics Ltd. Announces 1-for-10 Reverse Share Split and Name Change in Connection with Proposed Merger with Kadimastem.”

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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 29, 2025	By:	/s/ Alexander C. Zwyer
		Name:	Alexander C. Zwyer
		Title:	Chief Executive Officer

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FAQ

What did NLSP shareholders approve related to the Kadimastem merger?

They approved a 1-for-10 reverse share split, an ordinary capital increase via contribution in kind, a par value reduction, and a name change to NewcelX Ltd.

When does NLSP’s 1-for-10 reverse split take effect on Nasdaq?

It becomes effective in Switzerland on October 30, 2025 and will be reflected on Nasdaq at market open the same day.

What will NLSP’s share count be after the reverse split and merger are effective?

4,558,378 common shares outstanding, 1,060,574 common shares issuable upon exercise of pre-funded warrants, 13,778 preferred shares, and 58,320 preferred participation certificates.

What new company name will NLSP adopt?

NewcelX Ltd.

What are the updated registered capital figures following the Articles filing?

Registered share capital of CHF 282,908.80 and participation capital of CHF 3,032.40, each at par value CHF 0.05 per instrument.

What is the scope of NLSP’s capital band and conditional share capital?

A capital band between CHF 142,970.60 and CHF 428,911.80, and conditional capital authorizing up to 450,000 and up to 2,409,412 additional common shares.

What filing accompanied these corporate actions?

A Form F-4 registration statement including proposals for the merger-related actions and the Extraordinary General Meeting materials.