NewcelX (NASDAQ: NCEL) prices $1.35M equity deal at 30% premium

Rhea-AI Filing Summary

NewcelX Ltd. announced a private placement financing with accredited investors, selling 490,907 common shares (or pre-funded warrants) at $2.75 per share, a 30% premium to the prior closing price, and issuing common warrants to purchase up to 687,270 shares at an exercise price of $3.025 per share.

The transaction is expected to provide gross proceeds of $1.35 million, with an additional approximately $2.1 million possible from full cash exercise of the warrants. NewcelX plans to use the proceeds, alongside its previously announced $25 million equity line, to advance NCEL-101, its lead stem-cell-based therapy program for Type 1 Diabetes, as well as other pipeline programs, working capital and general corporate purposes.

The offering is expected to close on or about April 15, 2026, subject to customary closing conditions, and the securities are being issued under Section 4(a)(2) and Rule 506(b) of Regulation D, with a commitment to file a resale registration statement for the underlying shares.

Insights

Biotech capital markets analyst

Premium-priced private placement brings modest funding and added warrants.

NewcelX secured a private placement of 490,907 shares at $2.75, described as a 30% premium to the last closing price, plus warrants for 687,270 shares at $3.025. Gross proceeds are $1.35 million, with about $2.1 million more possible from full warrant exercise.

The company intends to fund NCEL-101, its stem cell-based Type 1 Diabetes program developed with Eledon Pharmaceuticals, along with other pipeline work and corporate needs, using this capital and a previously announced $25 million equity line. This mix suggests an incremental funding step rather than a transformational raise.

The Purchase Agreement includes a 60-day restriction on new equity issuances and a commitment to file a resale registration statement within 45 days. Actual impact will depend on closing, warrant exercise levels and future disclosures about NCEL-101’s development progress.

Key Figures

Primary equity raise: $1.35 million Shares sold: 490,907 shares Purchase price: $2.75 per share +5 more

8 metrics

Primary equity raise $1.35 million Expected gross proceeds from private placement

Shares sold 490,907 shares Common shares (or equivalents) at $2.75 per share

Purchase price $2.75 per share 30% premium to last closing price on March 31, 2026

Warrants issued 687,270 warrants Common warrants to purchase ordinary shares

Warrant exercise price $3.025 per share Exercise price for common warrants, five-year term

Potential warrant proceeds $2.1 million Approximate additional gross proceeds from full cash exercise

Equity line size $25 million Previously announced equity line to be used with proceeds

Lock-up period 60 days Restriction on issuing or registering new securities

Key Terms

private placement, pre-funded warrants, Regulation D, equity line, +2 more

6 terms

private placement financial

"entered into definitive securities purchase agreements for a private placement financing"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

pre-funded warrants financial

"490,907 common shares, or pre-funded warrants in lieu thereof, at a purchase price"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Regulation D regulatory

"under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

equity line financial

"together with its previously announced $25 million equity line, to advance NCEL-101"

An equity line is a financing arrangement that lets a company raise cash over time by issuing new shares up to an agreed limit to an investor or through a placement program. It acts like a tapable credit line paid with stock rather than cash, giving the company flexible funding for operations or growth while reducing each existing share's ownership proportion; investors watch these deals because they affect share supply and shareholder value.

Type 1 Diabetes medical

"lead program for Type 1 Diabetes, in collaboration with Eledon Pharmaceuticals"

An autoimmune condition in which the pancreas stops producing insulin, a hormone that lets the body use sugar for energy; without insulin people must manage blood sugar with injections, pumps, or other therapies. For investors, it matters because the lifelong need for medicines, devices, and monitoring creates steady demand, influences healthcare spending and reimbursement decisions, and drives clinical trials and regulatory activity in the diabetes treatment market.

forward looking statements regulatory

"contains statements which constitute forward looking statements within the meaning"

Statements about a company’s expected future performance, plans, goals, or projections that are not historical facts and involve assumptions and estimates. Investors care because these are predictions that guide decisions but can be wrong; like a weather forecast, they help set expectations and risk — if circumstances change, actual results may differ significantly, so investors should weigh them alongside hard data and risk factors.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 2026

Commission File Number: 001-39957

NEWCELX 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

Private Placement Offering

On April 1, 2026, NewcelX Ltd. (the “Company”) entered into definitive securities purchase agreements (the “Purchase Agreement”) for a private placement financing with certain accredited investors (the “Offering”). Under the Purchase Agreement, the investors have agreed to purchase 490,907 common shares, par value CHF 0.05 per share, or pre-funded warrants in lieu thereof, at a purchase price of $2.75 per share and common warrants to purchase up to 687,270 ordinary shares at an exercise price of $3.025 per share. The common warrants shall have a term of five years.

The offering is expected to result in gross proceeds to the Company of $1.35 million. Cash exercise of the warrants in full would result in an additional approximately $2.1 million in gross proceeds to the Company. The Company intends to use the net proceeds from the offering, together with its previously announced $25 million equity line, to advance NCEL-101, NewcelX’s lead program for Type 1 Diabetes, in collaboration with Eledon Pharmaceuticals, its other development pipeline, working capital and general corporate purposes.

The offering is expected to close on or about April 15, 2026, subject to the satisfaction of customary closing conditions.

Under the Purchase Agreement, the Company has agreed not to (i) enter into any agreement to issue or announce the issuance or proposed issuance of any common shares or common share equivalents, or (ii) file any registration statement or amendment or supplement thereto, for a period of 60 days, subject to certain customary exceptions.

Further, pursuant to the terms of the Purchase Agreement, the Company has agreed to file a registration statement related to the resale of the common shares and common shares underlying the pre-funded warrants and common warrants, and shall use reasonable best efforts to file such registration statement within 45 calendar days of the date of the Purchase Agreement.

The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

The common shares, pre-funded warrants, common warrants and the common shares underlying the pre-funded warrants and common warrants are being offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated thereunder. The investors have represented that they are accredited investors, as that term is defined in Regulation D, or qualified institutional buyer as defined in Rule 144(A)(a), and have acquired the foregoing securities as principals for their own respective accounts and have no arrangements or understandings for any distribution thereof. The offer and sale of the foregoing securities is being made without any form of general solicitation or advertising. The common shares, pre-funded warrants, common warrants and the common shares underlying the pre-funded warrants and common warrants have not been registered under the Securities Act or applicable state securities laws. Accordingly, the common shares, pre-funded warrants, common warrants and the common shares underlying the pre-funded warrants and common warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This Report on Form 6-K does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

The foregoing summaries of the Purchase Agreement, the pre-funded warrants, and common warrants do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as exhibits to this Report on Form 6-K and are incorporated by reference herein. 

The Company previously announced the Offering in a press release issued on April 1, 2026, which is included as an exhibit to a Report on Form 6-K filed with the SEC on the same day.

Forward Looking Statements

This Report of on Form 6-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For example, the Company is using forward-looking statements when it discusses the timing and completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of proceeds of the offering. In fact, the closing of the Offering is subject to various conditions and contingencies as are customary in securities purchase agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur, this Offering may not close. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Report on Form 6-K.

1

EXHIBIT INDEX

Exhibit Number		Description of Document
10.1		Form of Securities Purchase Agreement dated as of April 1, 2026, between the Company and the investors signatory thereto
10.2		Form of Common Warrant
10.3		Form of Pre-Funded Warrant
99.1		Press release dated April 1, 2026

2

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.

	NewcelX Ltd.
Date: April 1, 2026	By:	/s/ Ronen Twito
		Name:	Ronen Twito
		Title:	Chief Executive Officer

3

Exhibit 99.1

NewcelX Announces Pricing of $1.35 Million Equity Financing at 30% Premium Pricing

Financing reflects strong investor confidence and supports advancement of lead Type 1 Diabetes program

ZURICH, Switzerland, April 1, 2026— NewcelX Ltd. (Nasdaq: NCEL), a clinical-stage biopharmaceutical company developing stem cell-based therapies for Type 1 Diabetes, today announced that it has entered into securities purchase agreements for a private placement at a purchase price of $2.75 per share, representing a 30% premium to the last closing price of the Company’s common shares on March 31, 2026.

Pursuant to the terms of the securities purchase agreements, the Company is selling an aggregate of 490,907 common shares (and common share equivalents) and one series of warrants to purchase an aggregate of 687,270 common shares at an exercise price of $3.025 per share.

The offering includes participation from existing shareholders and is expected to close on or about April 15, 2026, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering, together with its previously announced $25 million equity line, to advance NCEL-101, NewcelX’s lead program for Type 1 Diabetes, in collaboration with Eledon Pharmaceuticals, its other development pipeline, working capital and general corporate purposes.

“We are very pleased to secure funding at a 30% premium to market, especially in today’s challenging biotech environment,” said Ronen Twito, Executive Chairman & CEO of NewcelX. “We believe the strong participation from our existing investors further reinforces our conviction in the strategy and in the potential of NCEL-101 to address the significant unmet need in Type 1 Diabetes. We are advancing NCEL-101 with a clear goal to bring a potential cure to patients living with Type 1 Diabetes.”

The securities described above are being issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About NewcelX

NewcelX is an innovative biopharmaceutical company focused on developing transformative stem-cell-derived therapies for Type 1 Diabetes. Built on a validated human pluripotent stem cell (hPSC) platform, the Company’s lead program, NCEL-101, is designed to restore functional insulin production through scalable, off-the-shelf cell replacement. NewcelX is advancing a comprehensive therapeutic approach for Type 1 Diabetes integrating cell therapy, immune protection, and translational science to address critical unmet medical needs.

Social Media: LinkedIn, Facebook, X, Instagram

Website: www.newcelx.com 

Forward-Looking Statements

This press release contains expressed or implied forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. For example, NewcelX is using forward-looking statements when it discusses the timing and completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of proceeds therefrom. These forward-looking statements and their implications are based on the current expectations of the management of NewcelX and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: changes in technology and market requirements; potential delays or obstacles in launching or completing clinical trials; products that may not be approved by regulatory agencies; technologies that may not be validated or accepted by the scientific community; the inability to retain or attract key employees; unforeseen scientific difficulties with products in development; higher-than-expected product costs; results in the laboratory that do not translate to clinical success; insufficient patent protection; possible adverse safety outcomes; legislative changes; delays in developing or introducing new technologies, products, or applications; and competitive pressures that could reduce market share or pricing. Except as otherwise required by law, NewcelX does not undertake any obligation to publicly release revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in its Annual Report on Form 20-F for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) and available at www.sec.gov, as well as in subsequent filings made by NewcelX, including under the heading “Risk Factors” in its proxy statement/prospectus filed with the SEC on November 6, 2025.

Investor & Media Contacts

Sarah Bazak, Investors relations

InvestorRelations@newcelx.com

FAQ

What type of financing did NewcelX (NCEL) announce in this Form 6-K?

NewcelX announced a private placement with accredited investors, selling common shares or pre-funded warrants plus common warrants. The deal is structured under Section 4(a)(2) and Rule 506(b) of Regulation D, meaning the securities are unregistered and sold in a non-public offering.

How much capital is NewcelX (NCEL) raising in the new equity financing?

The company expects gross proceeds of about $1.35 million from selling 490,907 shares at $2.75 each, a 30% premium to the last closing price. Full cash exercise of the 687,270 warrants at $3.025 per share could add approximately $2.1 million in additional gross proceeds.

What will NewcelX (NCEL) use the private placement proceeds for?

NewcelX plans to use the net proceeds, together with its previously announced $25 million equity line, to advance NCEL-101, its lead Type 1 Diabetes program with Eledon Pharmaceuticals. Additional uses include other development pipeline activities, working capital needs, and general corporate purposes.

When is the NewcelX (NCEL) private placement expected to close?

The company states the offering is expected to close on or about April 15, 2026, subject to satisfaction of customary closing conditions. These conditions are typical for U.S. securities purchase agreements, and the transaction may not complete if they are not met.

What are the key terms of the warrants issued by NewcelX (NCEL)?

Investors receive common warrants to purchase up to 687,270 ordinary shares at an exercise price of $3.025 per share. The warrants have a five-year term, and if exercised in cash in full, they could provide NewcelX with approximately $2.1 million in additional gross proceeds.

Does NewcelX (NCEL) face any issuance restrictions after this financing?

Under the Purchase Agreement, NewcelX agreed for 60 days not to enter agreements to issue, or announce issuance of, common shares or equivalents, or file registration statements, subject to customary exceptions. It also agreed to file a resale registration statement for the offered securities within 45 days.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 PRESS RELEASE DATED APRIL 1, 2026 10.9 KB

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 1, 2026, BETWEEN THE COM 229.9 KB
• EX-10.2 FORM OF COMMON WARRANT 92.5 KB
• EX-10.3 FORM OF PRE-FUNDED WARRANT 90.1 KB