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 August 2025
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
Warrant Exchange Agreement
On
August 5, 2025, NLS Pharmaceutics Ltd. (the “Company”) entered into a warrant exchange agreement (the “Exchange Agreement”)
with Alpha Capital Anstalt (the “Holder”). Pursuant to the terms of the Exchange Agreement, the Company and the Holder agreed
to exchange a certain common share purchase warrant dated October 10, 2024 to purchase 207,913 of the Company’s common shares previously
issued to the Holder under a securities purchase agreement dated October 9, 2024, between the Company and certain accredited investors,
including the Holder (the “Warrant”), for 100,000 common shares, par value CHF 0.03 of the Company (the “Exchange Shares”).
The
Exchange Shares are being issued in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as
amended. Pursuant to the Exchange Agreement, the Company agreed to issue the Exchange Shares within one trading day of execution, and
acknowledged that the Holder’s holding period for Rule 144 purposes will tack back to the original issue date of the Warrant. The
Exchange Shares will have the same rights as the warrant shares under specified provisions of the Warrant.
In
addition, the Holder waived any liquidated damages related solely to the Company’s registration obligations under the Securities
Purchase Agreements dated October 9, 2024 and December 4, 2024, and the related Registration Rights Agreement, all as previously executed
between the Company and the Holder. No other rights under any other agreements were waived.
The
foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Exchange Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 6-K and incorporated herein by reference
EXHIBIT INDEX
Exhibit
Number |
|
Description of Document |
| 99.1 |
|
Exchange Agreement, dated August 5, 2025, among NLS Pharmaceutics Ltd. and Alpha Capital Anstalt |
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: August 6, 2025 |
By: |
/s/ Alexander Zwyer |
| |
|
Name: |
Alexander Zwyer |
| |
|
Title: |
Chief Executive Officer |
