ZURICH and NESS ZIONA, Israel, Jan. 8, 2025
/PRNewswire/ -- NLS Pharmaceutics Ltd. ("NLS") (Nasdaq: NLSP), a
Swiss clinical-stage biopharmaceutical company focused on the
discovery and development of innovative therapies for rare and
complex central nervous system disorders, and Kadimastem Ltd.
("Kadimastem") (TASE: KDST), a clinical-stage cell therapy company
developing and manufacturing "off-the-shelf" allogeneic cell
products for the treatment of neurodegenerative diseases and
potential cure of diabetes, announce the successful completion of
the initial closing of $500,000
of the previously announced $1
million financing between NLS and an accredited investor
under a securities purchase agreement dated December 4, 2024, with the approval of certain
items in NLS's extraordinary general meeting on January 7, 2025. As previously detailed in NLS's
Report on Form 6-K submitted to the Securities and Exchange
Commission on December 4, 2024, this
agreement involved no warrants and was executed at a share price of
$3.10, representing 48% above the NLS
market closing share price as of Jan 6,
2025, the last trading day prior to the date of the NLS's
extraordinary general meeting.
This financing, along with the previously announced
$3.2 million investment in NLS dated
October 2024, is an important step in
facilitating the previously announced proposed merger with
Kadimastem, which aims to create a combined Nasdaq-traded
biotechnology company with product candidates in advanced stages of
clinical development.
Additionally, as previously announced, NLS recently filed an F-4
Registration Statement with the U.S. Securities and Exchange
Commission (SEC), outlining the details of a proposed merger with
Kadimastem. The company intends to convene an extraordinary general
meeting to secure the necessary approvals for the merger as part of
the closing process.
"With the successful completion of the initial portion of
the fundraising, we are further bolstering our capacity
to complete the merger with Kadimastem, which we believe will
enhance our strategic position in the biotechnology sector,"
stated Alex Zwyer, Chief
Executive Officer of NLS. "We are enthusiastic about the
opportunities ahead and remain committed to delivering value to our
shareholders and making a significant impact in patient care."
Ronen Twito, Executive
Chairman and Chief Executive Officer of Kadimastem, stated,
"The successful completion of this financing of NLS marks a
significant advancement in our journey toward merging with NLS
Pharmaceutics. This funding not only demonstrates confidence in our
strategic direction but also positions us to create a powerful new
entity in the biotechnology sector. We are excited about the
enhanced opportunities this merger will unlock for our shareholders
and our commitment to advancing innovative therapies in cell
therapy and neuroscience."
About NLS Pharmaceutics Ltd.
NLS is a global development-stage biopharmaceutical company,
working with a network of world-class partners and internationally
recognized scientists, focused on the discovery and development of
innovative therapies for patients with rare and complex central
nervous system disorders who have unmet medical needs.
Headquartered in Switzerland and
founded in 2015, NLS is led by an experienced management team with
a track record of developing and commercializing product
candidates. For more information, please visit
www.nlspharma.com.
About Kadimastem
Kadimastem is a clinical stage cell therapy company, developing
"off-the-shelf", allogeneic, proprietary cell products based on its
technology platform for the expansion and differentiation of Human
Embryonic Stem Cells (hESCs) into functional cells. AstroRx®, the
company's lead product, is an astrocyte cell therapy in clinical
development for the treatment for ALS and in pre-clinical studies
for other neurodegenerative indications.
IsletRx is the company's treatment for diabetes. IsletRx is
comprised of functional pancreatic islet cells producing and
releasing insulin and glucagon, intended to treat and potentially
cure patients with insulin-dependent diabetes. Kadimastem was
founded by Professor Michel Revel,
Chief Scientific Officer of Kadimastem and Professor Emeritus of
Molecular Genetics at the Weizmann Institute of Science. Professor
Revel received the Israel Prize for the invention and development
of Rebif®, a multiple sclerosis blockbuster drug sold worldwide.
Kadimastem is traded on the Tel Aviv Stock Exchange (TASE:
KDST).
Social Media: LinkedIn, X, Facebook, Instagram
Safe Harbor Statement
This press release contains expressed or implied forward-looking
statements pursuant to U.S. Federal securities laws. For example,
NLS and Kadimastem are using forward-looking statements when they
discuss the expected closing of the transaction and the potential
benefits of the transaction to NLS and Kadimastem and their
respective shareholders, as well as the expected strategic position
of the combined company following the merger, if completed. These
forward-looking statements and their implications are based on the
current expectations of the management of NLS and Kadimastem and
are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in
the forward-looking statements. The following factors, among
others, could cause actual results to differ materially from those
described in the forward-looking statements: risks related to
the companies' ability to complete the merger on the proposed terms
and schedule, including risks and uncertainties related to the
satisfaction of the closing conditions related to the merger
agreement and risks and uncertainties related to the failure to
timely, or at all, obtain shareholder approvals for the
transaction; unexpected costs, charges or expenses resulting from
the transaction and potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the proposed merger; changes in technology and market
requirements; either or both companies may encounter delays or
obstacles in launching and/or successfully completing their
clinical trials; the companies' products may not be approved by
regulatory agencies; their technologies may not be validated as
they progress and their methods may not be accepted by the
scientific community; either of both of the companies may be unable
to retain or attract key employees whose knowledge is essential to
the development of their products; unforeseen scientific
difficulties may develop with the products being advanced by the
companies; their products may wind up being more expensive than
anticipated; results in the laboratory may not translate to equally
good results in real clinical settings; results of preclinical
studies may not correlate with the results of human clinical
trials; the companies' patents may not be sufficient; their
products may harm recipients; changes in legislation may adversely
impact either or both of the companies; inability to timely develop
and introduce new technologies, products and applications; and loss
of market share and pressure on pricing resulting from competition,
which could cause the actual results or performance of candidate
products to differ materially from those contemplated in such
forward-looking statements. Except as otherwise required by
law, neither Kadimastem nor NLS undertakes any obligation to
publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events. More detailed
information about the risks and uncertainties affecting NLS is
contained under the heading "Risk Factors" in NLS's annual report
on Form 20-F for the year ended December 31,
2023, filed with the Securities and Exchange Commission
("SEC"), which is available on the SEC's website, www.sec.gov, and
in subsequent filings made by NLS with the SEC, including under the
heading "Risk Factors" in NLS's registration statement on Form F-4,
filed with the SEC on December 27,
2024.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information about the Transaction and Where to
Find It
In connection with the proposed transaction, NLS has filed a
Registration Statement on Form F-4, including a proxy
statement/prospectus, with the SEC. NLS may also file other
relevant documents with the SEC regarding the proposed transaction.
This document is not a substitute for the proxy
statement/prospectus or any other document that NLS may file with
the SEC. The proxy statement (if and when available) will be mailed
or delivered to shareholders of NLS and Kadimastem. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able
to obtain free copies of the proxy statement/prospectus (if and
when available) and other documents containing important
information about NLS and Kadimastem and the proposed transaction,
once such documents are filed with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by the Company will be available free
of charge on NLS's website at www.nlspharma.com.
Participants in the Solicitation
NLS, Kadimastem, and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from NLS and Kadimastem shareholders in
respect of the proposed transaction. Information about the
directors and executive officers of NLS, including a description of
their direct or indirect interests, by security holdings or
otherwise, is set forth in NLS's Annual Report on Form 20-F for the
fiscal year ended December 31, 2023,
which was filed with the SEC on May 15,
2024. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be
filed with the SEC regarding the proposed merger when such
materials become available. Investors should read the proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from NLS Pharmaceutics using the sources
indicated above.
NLS Contacts:
InvestorRelations@nls-pharma.com
www.nlspharma.com
Kadimastem Contacts:
Sarah Bazak, Investors
relations
s.bazak@kadimastem.com
www.kadimastem.com
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SOURCE Kadimastem Ltd.; NLS Pharmaceutics Ltd.