#Switzerland #NLS Pharmaceutics #Zurich #Kadimastem #NewCelX

NLS Pharmaceutics and Kadimastem Merger Approved

In a significant development for both companies, shareholders of NLS Pharmaceutics Ltd. and Kadimastem Ltd. have voted in favor of a merger during an Extraordinary General Meeting held on September 29, 2025. This decision marks a crucial milestone for the biopharmaceutical landscape, paving the way for the formation of NewCelX Ltd., a Nasdaq-listed company focused on innovative therapies in biotechnology and cell therapies.

The Merger Details

This merger allows for the consolidation of both companies' resources and expertise, with a specific emphasis on treating central nervous system (CNS) disorders and neurodegenerative diseases. Shareholders approved all related proposals, effectively eliminating any corporate hurdles that stood in the way of closing the deal. This is a strategic move to enhance the market capability of both companies, particularly in tackling serious medical needs that society faces today.

Institutional Leadership and New Governance Structure

The combined entity will be under the leadership of Ronen Twito, who is set to serve as the Executive Chairman and Chief Executive Officer of NewCelX. The restructured board will also feature prominent figures such as Prof. Michel Revel, a distinguished pioneer in cell therapy, taking the role of Chief Scientific Officer.

This governance is poised to streamline operations while ensuring that both Kadimastem’s advanced cell therapy programs and NLS’s CNS small-molecule expertise are effectively leveraged. Key programs to be united include Kadimastem’s AstroRx® for Amyotrophic Lateral Sclerosis (ALS) and the IsletRx diabetes program, alongside NLS’s innovative treatments for CNS disorders.

Capital Structuring and Implications

The meeting yielded crucial approvals for capital structure adjustments, including a reduction in par value, a reverse stock split, and a capital increase, all aimed at satisfying Nasdaq listing requirements and facilitating share exchange between NLS and Kadimastem shareholders. Following these restructuring efforts, Kadimastem shareholders will own approximately 84.4% of the newly formed entity, while NLS shareholders will hold 15.6%.

Both leaders expressed gratitude toward their shareholders for their strong support, emphasizing that the merger is not merely a business decision but a transformative step towards creating a targeted, diversified pipeline that addresses significant unmet medical needs across its niches. The move is expected to foster the development of both companies’ existing therapies and enhance the potential for future innovations.

Future Prospects and Market Positioning

The establishment of NewCelX reflects a broader trend in the biopharmaceutical industry focusing on synergy, consolidation, and the geographic diversification of services and capabilities. The merger lays the groundwork for a more competitive position not just in bio-therapeutics but also in securing funding and advancing clinical trials at a faster rate. Both companies believe they are closer than ever to fulfilling their mission of enhancing patient health through groundbreaking therapy solutions.

In conclusion, the approval of the merger signifies not just a collaboration between two entities, but a strategic alliance aimed at maximizing clinical efficacy and expanding therapeutic options for patients suffering from severe neurological disorders and diabetes. Continued progress on this front will be monitored closely by both investors and stakeholders involved in the biotech industry.

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About NLS Pharmaceutics: NLS Pharmaceutics Ltd. is a biopharmaceutical company based in Switzerland, primarily focusing on innovative therapies for CNS disorders. More details can be found at NLS Pharmaceutics.

About Kadimastem: Kadimastem Ltd. specializes in clinical-stage cell therapies, designing solutions for serious diseases like neurodegenerative diseases and diabetes. For further information, visit Kadimastem.