M&A: NLS Pharmaceutics Ltd.

Form Type: 425

Filing Date: 2025-01-08

Corporate Action: Merger

Type: Update

Accession Number: 000121390025001822

Comments: On January 8, 2025, NLS Pharmaceutics Ltd. announced the initial closing of a $500,000 fundraising out of a previously announced total of $1 million, following an extraordinary general meeting. The fundraising was executed at a share price of $3.10, which represents a 48% premium over the market share price on January 6, 2025. This financing is crucial for facilitating a proposed merger with Kadimastem Ltd. A Registration Statement on Form F-4 has been filed with the SEC, outlining the merger details. The merger aims to create a combined Nasdaq-listed biotechnology company with advanced clinical development candidates. Both companies express optimism about enhancing their strategic positions and bringing innovative therapies to the market.

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Additional details:

Share Price: 3.10


Fundraising Amount: 500000


Total Fundraising Amount: 1000000


Market Share Price On Jan 6: unknown


Premium Percentage: 48


Previous Investment Amount: 3200000


Previous Investment Date: October 2024


Form Type: 425

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000121390024113272

Comments: On December 30, 2024, NLS Pharmaceutics Ltd. announced the filing of a Registration Statement on Form F-4 with the SEC regarding a proposed merger with Kadimastem Ltd. This merger aims to create a Nasdaq-traded biotechnology company specialized in advanced clinical therapies, focusing on allogeneic cell therapy. The merger, which follows a binding agreement signed on November 5, 2024, is expected to complete subject to approvals from shareholders of both companies and to the effectiveness of the Registration Statement. Kadimastem intends to become publicly traded on Nasdaq through this merger. NLS will issue common shares to Kadimastem shareholders, leading them to hold 85% of the combined company's issued shares post-merger, while NLS's existing shareholders retain 15%. Both companies received support commitments from shareholders representing over 40% of their outstanding shares, and the boards of directors have approved the merger. The transaction structure involves a reverse triangular merger, with Kadimastem becoming a wholly owned subsidiary of NLS. The remaining assets of NLS are expected to be divested under a contingent value rights agreement, ensuring current shareholders of NLS receive proceeds from this divestment. Both CEOs expressed enthusiasm about the merger, highlighting potential growth and shareholder value generation.

Document Link: View Document

Additional details:

Registration Statement Type: Form F-4


Subject Company: Kadimastem Ltd.


Announcement Title: NLS Pharmaceutics Ltd. and Kadimastem Ltd. Announce Filing of F-4 Registration Statement with the SEC Ahead of Proposed Merger


Transaction Structure: reverse triangular merger


Combined Share Distribution: Kadimastem shareholders to hold approximately 85% of new NLS shares, current NLS shareholders to hold 15%.


Board Approval: approved by the boards of directors of both companies


Shareholder Support: received commitments from shareholders representing more than 40% of outstanding shares of both companies


Focus Area: biotechnology, advanced clinical development, allogeneic cell therapy


Form Type: F-4

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000121390024113211

Comments: NLS Pharmaceutics Ltd. has filed a registration statement in connection with the proposed merger with Kadimastem Ltd., where NLS Pharmaceutics (Israel) Ltd., a wholly owned subsidiary, will merge with Kadimastem, and the shareholders of Kadimastem will receive shares in NLS Pharmaceutics as per the established exchange ratio. The terms of the merger were detailed in the Proxy Statement, which outlines the voting agenda for an extraordinary general meeting of shareholders to approve the merger and various capital increases necessary for executing the merger. The new structure includes increased share capital and an eventual change of the company's name to NUCELX AG. The Document is an invitation for shareholder participation along with related proposals for governance changes and financial arrangements following the merger.

Document Link: View Document

Additional details:

Cik Number: 333-


Merger Agreement Date: 2024-11-04


Target Shareholder Percentage: 85%


Post Merger Share Structure: 80% to Kadimastem shareholders and 20% to NLS shareholders


Extraordinary Meeting Date: 2025-01-14


Proposed Name Change: NUCELX AG


Significant Date For First Proxy Mail: 2025-____


Form Type: CORRESP

Filing Date: 2024-11-18

Corporate Action: Merger

Type: Update

Accession Number: 000121390024099734

Comments: NLS Pharmaceutics Ltd. is responding to comments from the U.S. Securities and Exchange Commission regarding their registration statement on Form F-3, originally filed on October 23, 2024. This correspondence includes an update on a merger with Kadimastem Ltd, initiated through a binding term sheet signed on July 29, 2024. The merger is contingent upon entering a definitive agreement and obtaining approvals from both companies' stockholders. A definitive agreement was expected to be finalized by September 2024, with the aim for the transaction to close by December 31, 2024. The company has included pro forma financial statements and additional disclosures about Kadimastem's business in Amendment No. 1, aligning with regulatory requirements.

Document Link: View Document

Additional details:

Binding Term Sheet Date: 2024-07-29


Transaction Close Expected By: 2024-12-31


Definitive Agreement Expected By: 2024-09


Pro Forma Financial Statements: included


Kadimastem Business Disclosures: included