League Jinn holds 25.3% ownership stake in NewcelX (NCEL)

Rhea-AI Filing Summary

League Jinn Sarl and Julien Ruggieri report beneficial ownership of 1,316,267 NewcelX Ltd. common shares, representing 25.3% of the class. Their position includes 1,104,568 common shares plus warrants for 20,791 shares at $2.75 and 190,908 shares at $3.025, all exercisable within 60 days of April 27, 2026, subject to a 9.99% beneficial ownership cap.

The stake is based on 5,345,184 common shares outstanding as of April 29, 2026. The holding was built through a 2024 private placement in NLS Pharmaceutics (NewcelX’s predecessor), equity received in the Kadimastem merger, and an April 2026 private placement where the investor bought additional shares and warrants with personal funds.

Key Figures

Beneficial ownership: 1,316,267 shares Ownership percentage: 25.3% Shares outstanding: 5,345,184 shares +5 more

8 metrics

Beneficial ownership 1,316,267 shares NewcelX common shares beneficially owned by reporting persons

Ownership percentage 25.3% Portion of NewcelX common shares outstanding

Shares outstanding 5,345,184 shares NewcelX common shares outstanding as of April 29, 2026

Core common shares held 1,104,568 shares NewcelX common shares directly held within the beneficial stake

Warrants at $2.75 20,791 shares at $2.75 Warrants expiring October 10, 2029, exercisable within 60 days of April 27, 2026

Warrants at $3.025 190,908 shares at $3.025 Warrants expiring April 27, 2031, exercisable within 60 days of April 27, 2026

2024 private placement size $3.2 million Aggregate gross proceeds of NLS Pharmaceutics October 2024 offering

April 2026 share price $2.75 per share Purchase price for NewcelX common shares in April 1, 2026 private placement

Key Terms

Schedule 13D, beneficial ownership limitation, securities purchase agreement, private placement, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial ownership limitation financial

"The common warrants are subject to a beneficial ownership limitation of 9.99%."

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

securities purchase agreement financial

"entered into a securities purchase agreement with certain accredited investors, including the Reporting Person."

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

private placement financial

"in a private placement offering, (i) 806,452 Common Shares..."

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.

common warrants financial

"common share purchase warrants to purchase 806,452 Common Shares..."

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

Agreement and Plan of Merger regulatory

"entered into an Agreement and Plan of Merger, as subsequently amended, with Kadimastem Ltd."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

NewcelX Ltd.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

H5835A109

(CUSIP Number)

League Jinn Sarl
4-6 Rue Du Fort Rheinsheim,
Luxemburg, N4, L-2419
352 691 780 029

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): H5835A109

1

Name of reporting person

League Jinn Sarl

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,316,267.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,316,267.00

11

Aggregate amount beneficially owned by each reporting person

1,316,267.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Consists of (i) 1,104,568 common shares, par value CHF 0.05 of NewcelX Ltd. (the "Common Shares"), (ii) 20,791 common shares issuable upon exercise of warrants at an exercise price of $2.75 per share and expiring on October 10, 2029 that are currently vested and exercisable within 60 days of April 27, 2026, and (iii) 190,908 common shares issuable upon exercise of warrants at an exercise price of $3.025 per share and expiring on April 27, 2031 that are currently vested and exercisable within 60 days of April 27, 2026. The common warrants are subject to a beneficial ownership limitation of 9.99%. The beneficial ownership limitation restricts the holder of the common warrants from exercising that portion of the warrants that would result in League Jinn Sarl owning, after exercise, a number of Common Shares in excess of the beneficial ownership limitation. Mr. Julien Ruggieri, the sole manager of League Jinn Sarl holds voting and dispositive power over the securities held by League Jinn Sarl. (2) Based on 5,345,184 Common Shares issued and outstanding as of April 29, 2026, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 29, 2026.

SCHEDULE 13D

CUSIP Number(s): H5835A109

1

Name of reporting person

Julien Ruggieri

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,316,267.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,316,267.00

11

Aggregate amount beneficially owned by each reporting person

1,316,267.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Consists of (i) 1,104,568 common shares, par value CHF 0.05 of NewcelX Ltd. (the "Common Shares"), (ii) 20,791 common shares issuable upon exercise of warrants at an exercise price of $2.75 per share and expiring on October 10, 2029 that are currently vested and exercisable within 60 days of April 27, 2026, and (iii) 190,908 common shares issuable upon exercise of warrants at an exercise price of $3.025 per share and expiring on April 27, 2031 that are currently vested and exercisable within 60 days of April 27, 2026. The common warrants are subject to a beneficial ownership limitation of 9.99%. The beneficial ownership limitation restricts the holder of the common warrants from exercising that portion of the warrants that would result in League Jinn Sarl owning, after exercise, a number of Common Shares in excess of the beneficial ownership limitation. Mr. Julien Ruggieri, the sole manager of League Jinn Sarl holds voting and dispositive power over the securities held by League Jinn Sarl. (2) Based on 5,345,184 Common Shares issued and outstanding as of April 29, 2026, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 29, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares
(b)	Name of Issuer: NewcelX Ltd.
(c)	Address of Issuer's Principal Executive Offices: HOHSTRASSE 1, Kloten, SWITZERLAND , 8302.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by (1) League Jinn Sarl and (2) Mr. Julien Ruggieri. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)	The address of the Reporting Persons is 4-6 Rue Du Fort Rheinsheim, L-2419, Luxemburg.
(c)	The Reporting Person is a private investor. The Issuer's address is as set forth above in Item 2(b).
(d)	During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	League Jinn Sarl is a corporation formed under the laws of Luxemburg. Mr. Julien Ruggieri is a citizen of Luxemburg.
Item 3.	Source and Amount of Funds or Other Consideration
	The amount and source of funds used by the Reporting Person in acquiring the Common Shares beneficially owned by him as described in further detail in Item 4 of this Schedule 13D, which disclosure is hereby incorporated by reference in its entirety into this Item 3.
Item 4.	Purpose of Transaction
	The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. The Reporting Person holds all securities of the Issuer for investment purposes only. The Common Shares beneficially owned by the Reporting Person were acquired as follows: 2024 Securities Purchase Agreement On October 9, 2024, NLS Pharmaceutics Ltd. (now known as the Issuer following the Merger (as defined below)), entered into a securities purchase agreement with certain accredited investors, including the Reporting Person. Pursuant to the terms of the securities purchase agreement, the Issuer agreed to issue and sell to the investors, in a private placement offering, (i) 806,452 Common Shares, and (ii) common share purchase warrants to purchase 806,452 Common Shares, at a combined purchase price of $3.97, for aggregate gross proceeds of $3.2 million. The Common Warrants have a term of five years and have an exercise price of $4.25 per share. The Issuer agreed not to enter into an equity line of credit or similar agreement, without the consent of the majority of the holders of the preferred shares. The transactions contemplated by the securities purchase agreement closed on October 10, 2024. In connection with this securities purchase agreement, the Reporting Person purchased 207,913 Common Shares and common warrants to purchase 207,913 Common Shares, all with his personal funds. Following the Merger, such Common Shares and common warrants were adjusted per a 1-for-10 reverse split. Merger Transaction On November 4, 2024, NLS entered into an Agreement and Plan of Merger, as subsequently amended, with Kadimastem Ltd. ("Kadimastem"). The merger (the "Merger") was completed in 2025, pursuant to which NLS Pharmaceutics (Israel) Ltd., a wholly owned subsidiary of NLS, merged with and into Kadimastem, with Kadimastem continuing as the surviving company and a wholly owned subsidiary of NLS. Following the Merger, the combined company was renamed NewcelX, Ltd. ("NewcelX" or the "Issuer"). In connection with the Merger, each outstanding ordinary share of Kadimastem was exchanged for Common Shares in a final exchange ratio of 7.06 NLS common shares for each Kadimastem ordinary share, or 0.706 Common Shares in exchange for each Kadimastem ordinary share, reflecting the 1-for-10 reverse share split effected by NewCelX in connection with the Merger. At the effective time of the Merger, 1,152,229 Kadimastem ordinary shares and 219 Kadimastem ordinary shares issuable upon exercise of warrants previously beneficially owned by the Reporting Person were converted into NLS common shares pursuant to the exchange ratio. April 2026 Private Placement On April 1, 2026, the Issuer entered into definitive securities purchase agreements for a private placement financing with certain accredited investors. 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 have a term of five years. In connection with this securities purchase agreement, the Reporting Person purchased 136,363 Common Shares and common warrants to purchase 190,908 Common Shares, all with his personal funds.
Item 5.	Interest in Securities of the Issuer
(a)	See the responses to rows 11 and 13 on the cover pages of this Schedule 13D for each Reporting Person. Consists of (i) 1,104,568 common shares, par value CHF 0.05 of NewcelX Ltd. (the "Common Shares"), (ii) 20,791 common shares issuable upon exercise of warrants at an exercise price of $2.75 per share and expiring on October 10, 2029 that are currently vested and exercisable within 60 days of April 27, 2026, and (iii) 190,908 common shares issuable upon exercise of warrants at an exercise price of $3.025 per share and expiring on April 27, 2031 that are currently vested and exercisable within 60 days of April 27, 2026. The common warrants are subject to a beneficial ownership limitation of 9.99%. The beneficial ownership limitation restricts the holder of the common warrants from exercising that portion of the warrants that would result in League Jinn Sarl owning, after exercise, a number of Common Shares in excess of the beneficial ownership limitation. Mr. Julien Ruggieri, the sole manager of League Jinn Sarl holds voting and dispositive power over the securities held by League Jinn Sarl.
(b)	See responses to rows 7, 8, 9 and 10 on the cover pages of this Schedule 13D for each Reporting Person.
(c)	Except as set forth in Item 4 of this Schedule 13D, the Reporting Person, to the best of Reporting Person's knowledge, has not engaged in any transaction with respect to the Common Shares during the sixty days prior to the date of filing this Schedule 13D.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Person.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information contained in Items 2, 3, 4 and 5 of this Schedule 13D is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Form of Common Warrant (filed as Exhibit 99.1 to Form 6-K (File No. 001-39957) filed October 11, 2024). Form of Equity Securities Purchase Agreement, dated October 9, 2024 by and among NLS Pharmaceutics Ltd. and certain purchasers thereto (filed as Exhibit 99.2 to Form 6-K (File No. 001-39957) filed October 11, 2024). Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 4, 2024, by and among NLS Pharmaceutics Ltd., NLS Pharmaceutics (Israel) Ltd., and Kadimastem Ltd. Filed as Exhibit 2.1 to Amendment No. 7 to the Registration Statement on Form F-4 (File No. 333-284075) filed with the SEC on September 3, 2025 and incorporated herein by reference. Amendment No. 1 to Agreement and Plan of Merger, dated as of January 30, 2025, by and among NLS Pharmaceutics Ltd., NLS Pharmaceutics (Israel) Ltd., and Kadimastem Ltd. Filed as Exhibit 2.2 to Amendment No. 7 to the Registration Statement on Form F-4 (File No. 333-284075) filed with the SEC on September 3, 2025 and incorporated herein by reference. Amendment No. 2 to Agreement and Plan of Merger, dated as of February 17, 2025, by and among NLS Pharmaceutics Ltd., NLS Pharmaceutics (Israel) Ltd., and Kadimastem Ltd. Filed as Exhibit 2.3 to Amendment No. 7 to the Registration Statement on Form F-4 (File No. 333-284075) filed with the SEC on September 3, 2025 and incorporated herein by reference. Amendment No. 3 to Agreement and Plan of Merger, dated as of May 5, 2025, by and among NLS Pharmaceutics Ltd., NLS Pharmaceutics (Israel) Ltd., and Kadimastem Ltd. Filed as Exhibit 2.4 to Amendment No. 7 to the Registration Statement on Form F-4 (File No. 333-284075) filed with the SEC on September 3, 2025 and incorporated herein by reference. Amendment No. 4 to Agreement and Plan of Merger, dated as of June 5, 2025, by and among NLS Pharmaceutics Ltd., NLS Pharmaceutics (Israel) Ltd., and Kadimastem Ltd. Filed as Exhibit 2.5 to Amendment No. 7 to the Registration Statement on Form F-4 (File No. 333-284075) filed with the SEC on September 3, 2025 and incorporated herein by reference. Amendment No. 5 to Agreement and Plan of Merger, dated as of July 1, 2025, by and among NLS Pharmaceutics Ltd., NLS Pharmaceutics (Israel) Ltd., and Kadimastem Ltd. Filed as Exhibit 2.6 to Amendment No. 7 to the Registration Statement on Form F-4 (File No. 333-284075) filed with the SEC on September 3, 2025 and incorporated herein by reference. Amendment No. 6 to Agreement and Plan of Merger, dated as of July 18, 2025, by and among NLS Pharmaceutics Ltd., NLS Pharmaceutics (Israel) Ltd., and Kadimastem Ltd. Filed as Exhibit 2.7 to Amendment No. 7 to the Registration Statement on Form F-4 (File No. 333-284075) filed with the SEC on September 3, 2025 and incorporated herein by reference. Amendment No. 7 to Agreement and Plan of Merger, dated as of August 29, 2025, by and among NLS Pharmaceutics Ltd., NLS Pharmaceutics (Israel) Ltd., and Kadimastem Ltd. Filed as Exhibit 2.8 to Amendment No. 7 to the Registration Statement on Form F-4 (File No. 333-284075) filed with the SEC on September 3, 2025 and incorporated herein by reference. Form of Securities Purchase Agreement dated as of April 1, 2026, between the Issuer and the investors signatory thereto (filed as Exhibit 10.1 to Form 6-K (File No. 001-39957) filed April 1, 2026). Form of common warrant (filed as Exhibit 10.2 to Form 6-K (File No. 001-39957) filed April 1, 2026). Joint Filing Agreement dated May 4, 2026, by and between the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

League Jinn Sarl

Signature:	/s/ Julien Ruggieri
Name/Title:	Julien Ruggieri/Sole Manager of League Jinn Sarl
Date:	05/04/2026

Julien Ruggieri

Signature:	/s/ Julien Ruggieri
Name/Title:	Julien Ruggieri
Date:	05/04/2026

FAQ

How large is League Jinn Sarl’s stake in NewcelX Ltd. (NCEL)?

League Jinn Sarl and Julien Ruggieri beneficially own 1,316,267 NewcelX common shares, equal to 25.3% of the class. This figure includes both currently held shares and warrants that are exercisable within 60 days of April 27, 2026, under SEC ownership rules.

What securities make up League Jinn Sarl’s NewcelX (NCEL) position?

Their position consists of 1,104,568 NewcelX common shares plus warrants for 20,791 shares at $2.75 and 190,908 shares at $3.025. All of these warrants are vested and exercisable within 60 days of April 27, 2026, subject to a beneficial ownership cap.

What is the beneficial ownership limitation on NewcelX (NCEL) warrants?

The common warrants held by League Jinn Sarl are subject to a 9.99% beneficial ownership limitation. This cap prevents warrant exercises that would cause League Jinn Sarl to own more than 9.99% of NewcelX’s outstanding common shares immediately after a given exercise.

How did League Jinn Sarl initially invest in NewcelX (NCEL) and its predecessor?

In October 2024, League Jinn participated in a NLS Pharmaceutics private placement, buying 207,913 common shares and matching warrants at a combined $3.97 price. These securities were later adjusted for a 1-for-10 reverse split and carried into NewcelX following the Kadimastem merger.

What role did the Kadimastem merger play in League Jinn’s NewcelX (NCEL) holdings?

In the Kadimastem merger completed in 2025, each Kadimastem ordinary share was exchanged into NewcelX stock. League Jinn’s 1,152,229 Kadimastem shares and 219 warrant shares were converted into NLS/NewcelX shares under the 0.706 exchange ratio, significantly contributing to its current NewcelX ownership.

What did League Jinn Sarl purchase in the April 2026 NewcelX (NCEL) private placement?

On April 1, 2026, League Jinn bought 136,363 NewcelX common shares and common warrants to purchase 190,908 shares. The shares were priced at $2.75 each, while the warrants have a $3.025 exercise price and a five-year term, funded entirely with personal funds.