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Nls Pharmaceutics Ltd SEC Filings

NLSP Nasdaq

Welcome to our dedicated page for Nls Pharmaceutics SEC filings (Ticker: NLSP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

The NLSP SEC filings page provides access to the regulatory history of NLS Pharmaceutics Ltd. and its transition into NewcelX Ltd. through a merger with Kadimastem Ltd. As a foreign private issuer, the company reports primarily on Form 20-F and Form 6-K. Recent Form 6-K reports document key corporate events, including the completion of the merger on October 30, 2025, the 1-for-10 reverse share split, the name change to NewcelX Ltd., and the listing of the combined company on the Nasdaq Capital Market under the symbol NCEL.

Corporate and transactional filings include disclosures of the Agreement and Plan of Merger, shareholder approvals for capital structure changes, and details of the exchange ratio between NLS and Kadimastem shareholders. These filings explain how Kadimastem became a wholly owned subsidiary of the Swiss parent company, how the share capital was adjusted, and how contingent value rights were granted in connection with certain legacy NLS assets, such as Mazindol ER (excluding the DOXA platform).

Pipeline and collaboration updates are frequently furnished via Form 6-K as press releases. Examples include filings that attach announcements on the expansion of the DOXA CNS platform with the AEX-6xx series, continued BIRD Foundation support for the ITOL-102 diabetes program, strategic collaboration between Kadimastem and TargetGene on gene-edited cell therapies, and intellectual property milestones for IsletRx, such as the Hong Kong patent for cell-selection and enrichment technology.

Post-merger NewcelX disclosures appear under the NewcelX Ltd. name but remain linked to the same corporate issuer. These filings include press releases on the closing of the merger, business and strategic roadmap updates, shareholder letters, and leadership changes, such as the appointment of a new Chief Financial Officer. Together, they outline how the integrated biopharmaceutical company intends to advance its cell-based and small-molecule therapies for neurodegenerative and metabolic diseases.

On Stock Titan, these filings are complemented by AI-powered summaries that help explain the significance of each document, from transaction terms to pipeline developments. Users can quickly understand the main points of lengthy Form 6-K submissions, follow the evolution from NLSP to NCEL, and trace how regulatory disclosures reflect the company’s strategic direction and clinical priorities over time.

Rhea-AI 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.

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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.”

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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.

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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.

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amendment
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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.

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NLS Pharmaceutics Ltd. filed Post-Effective Amendment No. 1 to its Form F-4, maintaining registration of 70,000,000 common shares and up to 70,000,000 pre-funded warrants tied to its merger with Kadimastem. The amendment adds a prospectus supplement with updated financial statements and pro forma information.

Shareholders approved the merger on September 29, 2025. Under the final exchange ratio, Kadimastem shareholders will own approximately 84.4% of the combined company and NLS shareholders about 15.6%, with closing expected in October 2025, subject to final Nasdaq approval and customary conditions. NLS shares trade on Nasdaq as “NLSP”; the last reported price was $1.63 on October 16, 2025.

NLS reported cash and cash equivalents of $3.1 million as of June 30, 2025, an accumulated deficit of $74.8 million, and a net loss of $2,220,671 for the six months ended June 30, 2025, with financial statements prepared on a going-concern basis reflecting substantial doubt about continuing operations without additional financing.

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amendment
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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.

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NLS Pharmaceutics Ltd. reported that its shareholders have approved a planned merger with Kadimastem and related proposals at an extraordinary general meeting. This information is conveyed through a press release titled “NLS Pharmaceutics Shareholders Approve Merger with Kadimastem and Related Proposals at Extraordinary General Meeting,” which the company furnished as Exhibit 99.1 to this Form 6-K. The report is signed on behalf of NLS Pharmaceutics by Chief Executive Officer Alexander Zwyer.

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NLS Pharmaceutics Ltd. is changing its independent auditor because CBIZ CPAs P.C. acquired the attestation business of Marcum LLP. Marcum resigned effective September 17, 2025, and CBIZ was engaged the same day as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with Audit Committee approval.

Marcum’s report on the December 31, 2024 financial statements was unqualified but included an explanatory paragraph about substantial doubt regarding the Company’s ability to continue as a going concern. The Company reports no disagreements with Marcum on accounting or auditing matters and, apart from previously disclosed material weaknesses in internal control over financial reporting, no additional reportable events. The Company also states it did not consult CBIZ on accounting or auditing issues before this engagement.

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FAQ

What is the current stock price of Nls Pharmaceutics (NLSP)?

The current stock price of Nls Pharmaceutics (NLSP) is $0.762 as of October 31, 2025.

What is the market cap of Nls Pharmaceutics (NLSP)?

The market cap of Nls Pharmaceutics (NLSP) is approximately 4.0M.

NLSP Rankings

NLSP Stock Data

3.97M
3.60M
Biotechnology
Healthcare
Link
Switzerland
Zurich

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