NLS Pharmaceutics (NLSPW) delays shareholder vote on proposed Kadimastem merger

Rhea-AI Filing Summary

NLS Pharmaceutics Ltd. has postponed its Extraordinary Shareholders’ Meeting, originally planned for August 25, 2025, to September 16, 2025. The meeting is intended to approve transactions related to the company’s contemplated merger with Kadimastem Ltd.

The delay is meant to give NLS Pharmaceutics more time to receive and review additional comments from the U.S. Securities and Exchange Commission on its pending Form F-4 registration statement and to ensure shareholders receive the most current and complete information before voting. The meeting may be postponed again, and any further changes will be announced via another Form 6-K and a notice to shareholders. No action is required from shareholders at this time.

Insights

Cross-border M&A and capital markets analyst

NLS delays merger meeting to address SEC comments and refine disclosures.

NLS Pharmaceutics is rescheduling its Extraordinary Shareholders’ Meeting on the proposed merger with Kadimastem from August 25 to September 16, 2025. The stated reason is to allow more time to receive and evaluate additional SEC comments on the pending Form F-4 registration statement.

Extending the timetable to address regulator feedback is common in cross-border stock-for-stock mergers. It signals that disclosure and structural details are still being refined, rather than that terms have changed. The company emphasizes giving shareholders the “most current and complete information” before they vote on the transaction.

The meeting “may be postponed to a later date, if necessary,” with further changes to be announced via additional Form 6-K reports and shareholder notices. Actual timing for the shareholder vote therefore depends on the pace of SEC review and the company’s responses, which will become clearer in subsequent filings.

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 (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 August 21, 2025 , the board of directors of NLS Pharmaceutics Ltd. (the “Company”) rescheduled the meeting date of the Extraordinary Shareholders’ Meeting to approve the transactions relating to its contemplated transaction with Kadimastem Ltd. (“Kadimastem”), which was originally scheduled to take place on August 25, 2025, or the Meeting. This postponement is intended to allow additional time for the Company to receive and evaluate further comments from the U.S. Securities and Exchange Commission (“SEC”) on the Company’s pending registration statement on Form F-4 relating to the proposed merger transaction with Kadimastem, and to ensure that shareholders have access to the most current and complete information in considering the matters to be presented at the Meeting. The Meeting has been currently rescheduled to occur on September 16, 2025, but may be postponed to a later date, if necessary.

If there is a subsequent postponement, the Company intends to announce the new date, time and location of the Meeting by a subsequent Report on Form 6-K and by notice to shareholders in accordance with applicable law. No action is required by shareholders at this time.

1

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 25, 2025	By:	/s/ Alexander Zwyer
		Name:	Alexander Zwyer
		Title:	Chief Executive Officer

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FAQ

What did NLS Pharmaceutics (NLSPW) announce in this Form 6-K?

NLS Pharmaceutics announced it has postponed its Extraordinary Shareholders’ Meeting on the proposed Kadimastem merger. The meeting, initially set for August 25, 2025, was rescheduled to September 16, 2025 to accommodate ongoing SEC review of its Form F-4 registration statement.

Why did NLS Pharmaceutics (NLSPW) postpone the Extraordinary Shareholders’ Meeting?

The meeting was postponed to allow more time to receive and evaluate additional SEC comments on NLS Pharmaceutics’ pending Form F-4 registration statement. The company wants shareholders to have the most current and complete information before voting on the contemplated merger with Kadimastem.

What new date did NLS Pharmaceutics (NLSPW) set for the Extraordinary Shareholders’ Meeting?

NLS Pharmaceutics rescheduled the Extraordinary Shareholders’ Meeting to September 16, 2025. This meeting is intended to approve transactions related to the contemplated merger with Kadimastem. The company also notes the meeting may be postponed again if necessary, with updates provided via future Form 6-K filings.

Does the postponement affect the proposed merger between NLS Pharmaceutics and Kadimastem?

The postponement affects the timing of the shareholder vote, not the existence of the proposed merger itself. NLS Pharmaceutics is using the extra time to address SEC comments on its Form F-4 and to ensure shareholders receive fully updated information before deciding on the merger-related transactions.

Do NLS Pharmaceutics (NLSPW) shareholders need to take any action now?

Shareholders do not need to take any action at this time. NLS Pharmaceutics states explicitly that no action is required now and that any further postponement, along with the final date, time and location of the meeting, will be announced through another Form 6-K and a shareholder notice.

How will NLS Pharmaceutics (NLSPW) communicate any further changes to the meeting date?

If another postponement is necessary, NLS Pharmaceutics intends to announce the new meeting date, time and location through a subsequent Report on Form 6-K. The company will also provide notice directly to shareholders in accordance with applicable law and corporate procedures.