[D] NLS Pharmaceutics Ltd. Warrant SEC Filing

Rhea-AI Filing Summary

UBS AG is offering $1.825 million of Trigger Autocallable Contingent Yield Notes linked to the common stock of Amgen Inc. (AMGN). The three-year notes are unsubordinated, unsecured debt obligations of UBS AG (London branch) and settle on 14 July 2025, with final maturity on 14 July 2028, unless automatically called earlier.

Key commercial terms

• Issue price: $10.00 per note (minimum purchase 100 notes).
• Estimated initial value: $9.65 per note (reflects underwriting discount, hedging & funding costs).
• Underlying: Amgen common stock – initial level $300.37.
• Contingent coupon: 8.00% p.a. ($0.20 quarterly) paid only if AMGN closes ≥ coupon barrier on a given observation date.
• Coupon barrier & downside threshold: $186.23 (62% of initial level).
• Automatic call: Quarterly, first possible on 14 Jan 2026; triggered if AMGN closes ≥ initial level on any observation date. Holder then receives principal plus latest coupon and the note terminates.
• Principal repayment: • 100% at maturity if not previously called and AMGN ≥ downside threshold. • Otherwise, cash redemption = $10 × (1 + underlying return), exposing investor to full downside below the threshold, up to 100% loss.

Risk highlights

• No guaranteed coupons; investors may receive few or none.
• Market risk mirrors downside of AMGN once the 38% buffer is pierced.
• Credit risk of UBS AG; notes are not FDIC-insured.
• Limited liquidity: unlisted, secondary market making at UBS discretion only.
• Conflict-of-interest and pricing considerations: issue price exceeds model value; early secondary quotes may temporarily include a premium that amortises within three months.

Timeline

• Trade date: 10 Jul 2025
• Settlement: 14 Jul 2025 (T+2)
• 12 scheduled quarterly observation dates; final valuation 12 Jul 2028

Illustrative outcomes

• Best case: first call (≈6 months) delivers $10.20 total, a 4.0% absolute return in half a year.
• Hold to maturity with AMGN ≥ threshold: receive principal plus any final coupon (maximum compounded return ≈8% p.a. if all coupons are paid and never called).
• AMGN at 41% below initial at maturity (example): redemption $5.89, plus $0.20 prior coupon = 39% loss.

The structure suits investors comfortable with single-stock exposure, contingent income and potential early redemption, who can withstand significant capital loss and the credit risk of UBS.

Positive

• 8.00% annual contingent coupon offers above-market cash flow when AMGN stays ≥$186.23.
• 38% downside buffer before principal risk applies, providing conditional protection.
• Automatic call feature can accelerate return of capital and boost annualised yield in stable or rising markets.

Negative

• Full equity downside below buffer—investors exposed to 1-for-1 losses once AMGN falls >38%.
• No guaranteed coupons; cash flow disappears during adverse market periods.
• Credit risk of UBS AG; repayment depends on issuer solvency.
• Issue price exceeds model value, embedding ~3.5% premium and negative carry.
• Illiquid, unlisted security; secondary sales may incur substantial discounts.

Insights

Structured Products Analyst

TL;DR 8% contingent coupon with 38% buffer; small $1.8 m issue, high credit/market risk, neutral for UBS shareholders.

The note offers above-market headline yield by selling two embedded options: a down-and-in put struck at 62% of spot and a quarterly call to issuer. At current AMGN volatility, 8% appears fair but not compelling after fees; the model value discount (3.5%) underscores negative carry to buyers. From UBS’s perspective, a $1.825 m deal is immaterial and generates modest fee income. For noteholders, risk is concentrated: a 38% decline in AMGN wipes out the buffer and converts exposure to linear equity downside with no upside participation. Liquidity is limited and coupons disappear precisely when protection is most needed. Overall risk/reward profile is niche and primarily suitable for income-seeking accounts prepared for equity-like losses.

Portfolio Manager

TL;DR Equity-linked note trades upside for contingent income; useful tactical tool, but capital at risk beyond 38% drawdown.

The 6-month first-call window limits coupon visibility; in bullish or even flat scenarios the note will likely be called early, capping returns. In bearish regimes, coupon suspension and capital loss coincide, compounding realised downside. Given AMGN’s historical 30-day realised vol ~22-25%, breaching the 62% barrier over three years is plausible, especially around biotech headline risk. I assign neutral impact: attractive to select yield-hunters but not transformative to portfolio returns.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001783036

	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
X	Other (Specify)

Limited Company

Name of Issuer

NLS Pharmaceutics Ltd.

Jurisdiction of Incorporation/Organization

SWITZERLAND

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
NLS Pharmaceutics Ltd.
Street Address 1		Street Address 2
THE CIRCLE 6
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
ZURICH	SWITZERLAND	8058	+41.44.512.2150

3. Related Persons

Last Name	First Name	Middle Name
Zwyer	Alexander
Street Address 1	Street Address 2
The Circle 6
City	State/Province/Country	ZIP/PostalCode
Zurich	SWITZERLAND	8058

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
Hafner	Ronald
Street Address 1	Street Address 2
The Circle 6
City	State/Province/Country	ZIP/PostalCode
Zurich	SWITZERLAND	8058

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman of the Board of Directors

Last Name	First Name	Middle Name
Fernandez-McGovern	Nicole
Street Address 1	Street Address 2
The Circle 6
City	State/Province/Country	ZIP/PostalCode
Zurich	SWITZERLAND	8058

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Allouche Aknin	Florence
Street Address 1	Street Address 2
The Circle 6
City	State/Province/Country	ZIP/PostalCode
Zurich	SWITZERLAND	8058

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rinaldi de la Cruz	Gian-Marco
Street Address 1	Street Address 2
The Circle 6
City	State/Province/Country	ZIP/PostalCode
Zurich	SWITZERLAND	8058

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Samuel	Olivier
Street Address 1	Street Address 2
The Circle 6
City	State/Province/Country	ZIP/PostalCode
Zurich	SWITZERLAND	8058

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	X Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-27				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$1,000,000	USD	or Indefinite
Total Amount Sold	$1,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Represents total gross proceeds received by the company in connection with a private placement of preferred participation certificates and warrants.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

3

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
NLS Pharmaceutics Ltd.	/s/ Alexander Zwyer	Alexander Zwyer	Chief Executive Officer	2025-07-10

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What is the contingent coupon rate on the UBS Amgen-linked notes?

The notes pay a fixed 8.00% per-annum coupon ($0.20 quarterly) only when AMGN closes at or above $186.23 on an observation date.

When can the notes be called early by UBS?

Starting 14 Jan 2026 and every quarter thereafter, UBS will automatically call the notes if AMGN closes at or above the $300.37 initial level.

How much downside protection do investors have?

Principal is protected only if, at final valuation, AMGN is ≥$186.23 (62% of initial). Below that, losses track the stock’s decline and can reach 100%.

What is the estimated initial value versus issue price?

UBS values the notes at $9.65 per $10 issue price; the $0.35 difference reflects fees, hedging and funding costs.

Will the notes trade on an exchange?

No. The securities are unlisted; any secondary liquidity depends solely on UBS affiliates and may be limited.

What is the credit exposure for noteholders?

Payments rely on UBS AG’s creditworthiness. A default would leave investors with reduced or no recovery, regardless of AMGN’s performance.

How large is the offering?

Total principal amount is $1,825,000, or 182,500 notes at $10 each.