NewcelX Ltd.

Recent Developments

Merger with Kadimastem

On October 30, 2025, NewcelX (then known as NLS Pharmaceutics Ltd.), a Swiss corporation, consummated the previously announced transactions pursuant to that certain Merger Agreement by and among NewcelX, Merger Sub and Kadimastem. In connection with the Closing of the Merger, NewcelX changed its name from “NLS Pharmaceutics Ltd.” to “NewcelX Ltd.”

Pursuant to the Merger Agreement, the holders of Kadimastem ordinary shares outstanding immediately prior to the Merger received 0.706 NewCelX common shares in exchange for each Kadimastem ordinary share in the Merger.

Pursuant to the Merger Agreement, among other things, (i) Kadimastem merged with and into Merger Sub, with Merger Sub as the surviving company, and (ii) at the Effective Time of the Merger, each issued and outstanding Kadimastem Ordinary Share was exchanged for and automatically converted into the right to receive from NewcelX that certain number of fully paid and nonassessable common shares, as calculated in accordance with the terms of the Merger Agreement. In connection with the consummation of the Merger, NewcelX changed its name from “NLS Pharmaceutics Ltd.” to “NewcelX Ltd.” Kadimastem was established as an Israeli company on October 6, 2008. Kadimastem began trading on the TASE in June 2013 and on October 30, 2025, Kadimastem voluntarily delisted from the Tel Aviv Stock Exchange in connection with the Merger.

Committed Equity Facility

On March 31, 2025, we entered into a common shares purchase agreement with Alpha Capital Anstalt, or Alpha and the Facility SPA, relating to a committed equity facility. Pursuant to the Facility SPA, we have the right from time to time at our option to sell to Alpha up to $25.0 million of our common shares, subject to certain conditions and limitations set forth in the Facility SPA.

Upon the initial satisfaction of the conditions to Alpha’s obligation to purchase common shares set forth in the Facility SPA, or the Commencement, including that a registration statement registering the resale by Alpha of the common shares under the Securities Act that may be sold to it by us under the Facility SPA, or the Initial Resale Registration Statement, is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC, we will have the right, but not the obligation, from time to time at our sole discretion until the first day of the month next following the 36-month period from and after Commencement, to direct Alpha to purchase up to a specified maximum amount of common shares as set forth in the Facility SPA by delivering written notice to Alpha prior to the commencement of trading on any trading day. The purchase price of the common shares that we elect to sell to Alpha pursuant to the Facility SPA will be 95% of the volume weighted average price of the common share during the applicable purchase date on which we have timely delivered written notice to Alpha directing it to purchase common share under the Facility SPA.

In connection with the execution of the Facility SPA, we issued a pre-funded warrant to purchase $250,000 common share to Alpha as consideration for its irrevocable commitment to purchase the common shares upon the terms and subject to the satisfaction of the conditions set forth in the Facility SPA.

April 2026 Private Placement

On April 1, 2026, we entered into definitive securities purchase agreements for a private placement financing in the amount of $1.35 million with certain accredited investors, or the April 2026 PIPE, pursuant to which we issued and sold 272,726 common shares and 218,181 pre-funded warrants at a purchase price of $2.75 per share and per pre-funded warrant. Each common share and pre-funded warrant was issued with a common warrant to purchase up to an aggregate of 687,270 common shares at an exercise price of $3.025 per share. The common warrants shall have a term of five years. The pre-funded warrants have an exercise price of $0.06 per share and will not expire until exercised in full. Aggregate gross proceeds from the April 2026 PIPE were $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 April 2026 PIPE closed on April 27, 2026.

In connection with the April 2026 PIPE, down-round protection provisions contained in certain legacy NLS preferred shares, preferred participation certificates (PPCs) and warrants were triggered, reducing the applicable conversion and exercise prices to $2.75 per share. These adjustments increased the number of shares issuable upon conversion of the preferred shares and PPCs from 61,855 to 371,130 shares and increased the number of shares underlying certain warrants by 655,373 shares, while other affected warrants experienced only a reduction in exercise price. See Note 6 to the Company’s unaudited condensed consolidated interim financial statements.

July 2026 Private Placement

On July 31, 2026, we entered into definitive securities purchase agreements for a private placement financing in the amount of $1.4 million with certain accredited investors, or the July 2026 PIPE, pursuant to which we issued and sold 347,134 common shares at a purchase price of $4.033 per share. Each common share was issued with a common warrant to purchase up to an aggregate of 347,134 common shares at an exercise price of $4.437 per share. The common warrants shall have a term of five years.

Aggregate gross proceeds from the July 2026 PIPE were $1.4 million. Cash exercise of the warrants in full would result in an additional approximately $1.5 million in gross proceeds to the Company.

The July 2026 PIPE closed on August 10, 2026.