Core Viewpoint - The proposed merger between NLS Pharmaceutics and Kadimastem will result in Kadimastem becoming a wholly owned subsidiary of NLS, with Kadimastem shareholders holding approximately 85% of the combined company post-transaction [1][9]. Company Overview - NLS Pharmaceutics is a global development-stage biopharmaceutical company focused on innovative therapies for rare and complex central nervous system disorders, headquartered in Switzerland [18]. - Kadimastem is a clinical-stage cell therapy company developing proprietary cell products based on human embryonic stem cells, with its lead product, AstroRx®, in clinical development for ALS [11][19]. Transaction Details - The merger has been approved by the boards of directors of both companies, with over 40% of shareholders committed to supporting the merger [17]. - NLS will issue common shares to Kadimastem shareholders as part of the transaction, resulting in existing NLS shareholders retaining 15% of the company [1][9]. - The merger is subject to shareholder approvals and regulatory requirements, including the SEC's declaration of the Registration Statement as effective [15]. Strategic Objectives - The merger is seen as a crucial milestone for both companies, aimed at unlocking the potential of their innovative technologies and enhancing shareholder value through expanded growth opportunities [3][9]. - Post-merger, the companies plan to continue developing NLS's Dual Orexin Agonist platform, while divesting remaining NLS assets under a contingent value rights agreement [9].

Financial Performance - Operating expenses for the six months ended June 30, 2024, were $2,053,492, down 72.7% from $7,549,482 in the same period of 2023[5] - Net loss for the six months ended June 30, 2024, was $2,035,834, significantly improved from a net loss of $7,612,738 in the prior year, reflecting a reduction of approximately 73.3%[5] - The company reported a comprehensive loss of $1,873,556 for the six months ended June 30, 2024, compared to a comprehensive loss of $7,628,123 in the same period of 2023, indicating a significant improvement[5] Assets and Liabilities - Total current assets decreased from $1,823,062 as of December 31, 2023, to $1,192,468 as of June 30, 2024, representing a decline of approximately 34.6%[3] - Total liabilities decreased from $10,680,204 as of December 31, 2023, to $10,461,716 as of June 30, 2024, a reduction of about 2.1%[3] - Cash and cash equivalents decreased from $897,680 at the end of 2023 to $552,758 by June 30, 2024, a decline of about 38.4%[7] - Total shareholders' deficit increased from $8,833,563 as of December 31, 2023, to $9,268,258 as of June 30, 2024, reflecting a decline in equity[3] - As of June 30, 2024, the Company reported total prepaid expenses and other current assets of $639,710, a decrease from $925,382 as of December 31, 2023[47] Funding and Capital Structure - The company issued 175,000 common shares in private placement offerings, raising net proceeds of $1,380,291 during the first half of 2024[6] - The Company raised gross proceeds of $1,750,000 from a registered direct offering of 175,000 common shares at $10.00 per share, with expenses of approximately $321,000[72] - The Company entered into short-term loan agreements totaling CHF 875,000 (approximately $1,000,000) with existing shareholders, bearing interest at 10% per annum[48] - The Company converted $2,788,650 of debt into 493,986 common shares through an ordinary capital increase on October 10, 2024[111] Research and Development - Research and development expenses were $271,350 for the six months ended June 30, 2024, compared to $4,383,625 in the same period of 2023, a decrease of approximately 93.8%[5] - The EF License Agreement for Nolazol, which was terminated after June 30, 2024, has not generated any recognized revenue to date[18] - The company has not recognized any revenue from sales-based royalties or milestone payments related to its license agreements[26] - Research and development costs are expensed as incurred, with no revenue recognized from development or regulatory milestone payments to date[28] Future Outlook - NLS Pharmaceutics expects to continue generating operating losses and negative operating cash flows for the next few years, necessitating additional funding to support operations[10] - Future viability is uncertain, with substantial doubt about the company's ability to continue as a going concern beyond one year from the issuance of the financial statements[10] Legal and Disputes - The Company settled an outstanding claim with Clinilabs for unpaid invoices totaling $886,412.46, plus interest at 6%, through a debt purchase agreement on October 10, 2024[67] - The Company resolved a claim from CoreRX, Inc. regarding unpaid services through a debt purchase agreement on October 10, 2024[68] - The Company is involved in a dispute with Université de Lausanne over an unpaid invoice for research services amounting to $110,179, plus interest at 5%, with a hearing held on October 9, 2024[70] Shareholder Information - The weighted average common shares used in computing basic and diluted net loss per common share increased from 954,401 in 2023 to 1,048,632 in 2024, an increase of about 9.9%[5] - As of June 30, 2024, the Company had issued 985,723 common shares[71] - The balance of common share warrants increased to 575,878 as of June 30, 2024, with an intrinsic value of $1,132,183 for exercisable but unexercised warrants[73] Accounting and Compliance - A full valuation allowance has been recorded against deferred tax assets due to the company's history of generating losses[35] - The Company has implemented all new accounting pronouncements that may impact its consolidated financial statements and does not foresee any material impact from new pronouncements[46] - As of October 10, 2024, the company believes it has regained compliance with Nasdaq's minimum bid price requirement, with shares trading above $1.00 for ten consecutive trading days[112]

As filed with the Securities and Exchange Commission on August 27, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NLS Pharmaceutics Ltd. (Exact name of registrant as specified in its charter) | Switzerland | 3841 | Not Applicable | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Numb ...

Core Viewpoint - The merger agreement between NLS Pharmaceutics and Kadimastem will result in Kadimastem investors acquiring 85% of the combined company's stock, with the new entity operating under the Kadimastem name [1] Group 1: Merger Details - NLS Pharmaceutics will be acquired by a wholly-owned subsidiary of Kadimastem, leading to a significant ownership shift [1] - The merger is expected to be executed in September, with a closing date anticipated by the end of the year [3] - Following the merger, nearly all members of the NLS Pharmaceutics board and executive team will depart, except for one [6] Group 2: Stock Market Impact - NLS Pharmaceutics stock has seen a substantial increase of 47.8% as of Monday morning following the merger announcement [7] - Heavy trading activity has been noted, with over 98 million shares being traded, significantly higher than the average daily volume of about 10 million shares [4][5] Group 3: Future Developments - The combined company will continue to develop NLS Pharmaceutics' Dual Orexin Agonist platform and Kadimastem's allogeneic cell products [6] - NLS shareholders will have the opportunity to benefit from the equity of the merged company and the value of legacy assets through a contingent value rights agreement [7]

Group 1 - NLS Pharmaceutics (NASDAQ:NLSP) stock experienced a significant rally of 82.1% on Tuesday, with over 302 million shares traded, compared to its daily average of 6.5 million shares [1][2] - The rally occurred without any clear news from the company, indicating that speculative trading may have driven the price increase, particularly as NLSP is classified as a penny stock, making it susceptible to manipulation [2] - As of Thursday morning, NLSP stock is down 22.6%, and it has decreased by 54.2% since the beginning of the year [3]

As filed with the Securities and Exchange Commission on May 29, 2024. Registration No. 333- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NLS Pharmaceutics Ltd. (Exact name of registrant as specified in its charter) | Switzerland | 3841 | Not Applicable | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Number) | Identification Number) | | | | Puglisi & Associates | | The Circle 6 | | 85 ...

PART I [Key Information](index=9&type=section&id=ITEM%203.%20KEY%20INFORMATION.) The company's investment profile is marked by significant risks in business operations, financial stability, and regulatory compliance [Risk Factors](index=9&type=section&id=D.%20Risk%20Factors.) The company faces substantial risks from its product dependency, financial losses, capital needs, and internal control weaknesses - The company's 2023 financial statements include a **"going concern" disclosure**, with an accumulated deficit of approximately **$70.4 million**[48](index=48&type=chunk)[121](index=121&type=chunk) - NLS is heavily dependent on the success of its two main product candidates, **Quilience and Nolazol**, and failure to obtain regulatory approval would severely harm the business[43](index=43&type=chunk)[51](index=51&type=chunk) - The company relies on a **single manufacturer for its mazindol drug substance**, posing significant supply chain risk[48](index=48&type=chunk)[140](index=140&type=chunk) - **Material weaknesses** were identified in internal financial controls due to insufficient trained accounting professionals and a lack of appropriate segregation of duties[182](index=182&type=chunk)[184](index=184&type=chunk) - The company has received **delisting warnings from Nasdaq** for failing to meet minimum bid price and stockholders' equity requirements[190](index=190&type=chunk)[192](index=192&type=chunk) [Information on the Company](index=52&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY.) The company is a clinical-stage biopharmaceutical firm focused on developing therapies for rare CNS disorders using its lead compound, Mazindol ER [History and Development of the Company](index=52&type=section&id=A.%20History%20and%20Development%20of%20the%20Company.) Established in 2015, the company operates as an emerging growth company and foreign private issuer under SEC rules - The company was established on June 10, 2015, and acquired patents for its lead compound mazindol in 2016 from Assistance Publique - Hopitaux de Paris (AP-HP)[226](index=226&type=chunk)[227](index=227&type=chunk) - It qualifies as an **"emerging growth company"** and **"foreign private issuer"**, granting it exemptions from certain SEC reporting and governance requirements[229](index=229&type=chunk)[230](index=230&type=chunk) [Business Overview](index=53&type=section&id=B.%20Business%20Overview.) The company's pipeline is led by Quilience (Mazindol ER) for narcolepsy, with Nolazol for ADHD and other earlier-stage compounds - The company's lead product candidate is **Quilience (Mazindol ER)** for the treatment of narcolepsy, with a Phase 2 trial showing positive results[235](index=235&type=chunk)[249](index=249&type=chunk) - The follow-on candidate, **Nolazol (Mazindol ER)** for ADHD, has completed a Phase 2 trial, but further development is on hold[235](index=235&type=chunk) - Mazindol has a unique dual mechanism of action as a triple monoamine reuptake inhibitor and a partial **orexin receptor 2 (OX2R) agonist**[233](index=233&type=chunk)[237](index=237&type=chunk)[239](index=239&type=chunk) - In March 2024, NLS secured an exclusive global license for Aexon Labs' **Dual Orexin Receptor Agonists platform** of over 300 new molecular entities[355](index=355&type=chunk)[356](index=356&type=chunk) - The research pipeline includes **NLS-4 for chronic fatigue associated with Long-COVID**, NLS-3 for ADHD, and other compounds for cognitive improvement[345](index=345&type=chunk)[349](index=349&type=chunk)[350](index=350&type=chunk) [Organizational Structure](index=93&type=section&id=C.%20Organizational%20Structure.) NLS Pharmaceutics Ltd is a Swiss stock corporation with a wholly owned U.S. subsidiary, NLS Pharmaceutics Inc - The company is a Swiss stock corporation headquartered in Zurich, Switzerland[388](index=388&type=chunk) - It has a wholly owned U.S. subsidiary, NLS Pharmaceutics Inc, which was incorporated in Delaware in April 2021[389](index=389&type=chunk) [Property, Plant and Equipment](index=93&type=section&id=D.%20Property%2C%20Plant%20and%20Equipment.) The company leases approximately 270 square feet of shared office space in Zurich, which management considers sufficient - The company leases approximately **270 square feet** of shared office space in Zurich, Switzerland, which it deems sufficient for its current operations[390](index=390&type=chunk)[391](index=391&type=chunk) [Operating and Financial Review and Prospects](index=93&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS.) The company reported a lower net loss of $12.2 million in 2023, but its low cash balance raises substantial doubt about its going concern status [Operating Results](index=96&type=section&id=A.%20Operating%20Results.) The net loss for 2023 decreased to $12.2 million from $16.5 million in 2022, driven by a 34.2% reduction in R&D expenses | | For the Year Ended December 31, | | |---|---|---| | | **2023** | **2022** | | Research and development expenses | $5,908,288 | $8,976,643 | | General and administrative expenses | $5,898,775 | $6,505,721 | | **Operating loss** | **($11,807,063)** | **($15,482,364)** | | **Net loss** | **($12,172,029)** | **($16,495,680)** | - The significant decrease in R&D expenses in 2023 was attributed to the absence of active clinical trials during the year[428](index=428&type=chunk) - The decrease in G&A expenses was due to lower costs for directors and officers insurance, accounting services, and legal counsel[429](index=429&type=chunk) [Liquidity and Capital Resources](index=99&type=section&id=B.%20Liquidity%20and%20Capital%20Resources.) Cash and cash equivalents fell to $0.9 million at year-end 2023, an amount insufficient to fund operations for the next year - The company's cash and cash equivalents decreased to **$0.9 million** as of December 31, 2023, from $8.9 million as of December 31, 2022[396](index=396&type=chunk)[436](index=436&type=chunk) - Management has concluded that existing cash is not sufficient to fund operations for one year, raising **substantial doubt about the company's ability to continue as a going concern**[396](index=396&type=chunk)[440](index=440&type=chunk)[447](index=447&type=chunk) | Cash Flow Summary | 2023 | 2022 | |---|---|---| | Net cash used in operating activities | $(9,684,466) | $(13,879,371) | | Net cash used in investing activities | $0 | $0 | | Net cash provided by financing activities | $1,633,746 | $17,396,669 | - Financing activities in 2023 consisted of **$1.6 million in proceeds from short-term loans** from existing shareholders[442](index=442&type=chunk) [Critical Accounting Estimates](index=102&type=section&id=E.%20Critical%20Accounting%20Estimates.) Key accounting estimates involve deferred revenue from a license agreement, pension obligations, and a full valuation allowance on deferred tax assets - Revenue from the Eurofarma License Agreement, including a **$2.5 million upfront payment, remains deferred** as of December 31, 2023[459](index=459&type=chunk) - The company maintains a **full valuation allowance** against its deferred tax assets due to a history of losses and uncertainty about future profitability[461](index=461&type=chunk)[709](index=709&type=chunk) [Directors, Senior Management and Employees](index=103&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES.) The company's leadership includes a six-member board and key executives, with total 2023 compensation for management at $2.0 million [Directors and Senior Management](index=103&type=section&id=A.%20Directors%20and%20Senior%20Management.) The leadership team includes the CEO, CFO, CMO, and CSO, overseen by a six-member board of directors elected for one-year terms - The board of directors consists of six members: Ronald Hafner (Chairman), Alexander Zwyer (CEO), Florence Allouche Aknin, Claudio L. A. Bassetti, Audrey Greenberg, and Gian-Marco Rinaldi[462](index=462&type=chunk)[484](index=484&type=chunk) [Compensation](index=106&type=section&id=B.%20Compensation.) Aggregate compensation for all directors and senior management was approximately $2.0 million in 2023 | Compensation for All Directors and Senior Management (10 persons) - 2023 | Amount (in thousands) | |---|---| | Salary, Bonuses and Related Benefits | $1,631 | | Pension, Retirement and Other Similar Benefits | $111 | | Share Based Compensation | $272 | | **Total** | **$2,014** | [Board Practices](index=107&type=section&id=C.%20Board%20Practices.) The board has five independent directors and two standing committees, following Swiss home country governance practices for certain rules - The board has determined that **five of its six directors are independent** under Nasdaq rules[486](index=486&type=chunk) - The board has an Audit Committee and a Compensation, Nomination and Governance Committee[487](index=487&type=chunk) - The company follows **Swiss home country rules** for its compensation and nomination committee practices, which vary from Nasdaq listing rules[491](index=491&type=chunk)[492](index=492&type=chunk) [Major Shareholders and Related Party Transactions](index=110&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS.) Major shareholders include BVF Partners L.P. (26.5%), with related party transactions consisting of management agreements and director loans [Major Shareholders](index=110&type=section&id=A.%20Major%20Shareholders.) As of May 2024, the largest shareholder is BVF Partners L.P. with 26.5%, while all directors and management as a group own 14.8% | Holder | Percentage Owned (%) | |---|---| | BVF Partners L.P. | 26.5% | | Lind Global Fund II LP | 9.9% | | YA II PN, Ltd. | 9.1% | | Felix Grisard | 7.5% | | Magnetic Rock Investment AG | 6.6% | | All directors and senior management as a group | 14.8% | [Related Party Transactions](index=111&type=section&id=B.%20Related%20Party%20Transactions.) The company has employment and consulting agreements with senior management and has received short-term loans from directors - The company has employment agreements with its CEO, Alexander Zwyer, and CMO, George Apostol, and consulting agreements with its CSO, Eric Konofal[503](index=503&type=chunk)[505](index=505&type=chunk)[506](index=506&type=chunk)[507](index=507&type=chunk) - The company has entered into **short-term loan agreements** with directors and major shareholders to provide working capital[509](index=509&type=chunk) [Financial Information](index=112&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION.) The company faces demands for over $2.2 million in unpaid service fees from vendors and has no history of paying dividends - The company has received demands for payment for services rendered from multiple vendors including **Cambrex Corporation ($492,723)**, **Clinilabs, Inc. ($793,112)**, and **CoreRX, Inc. ($1,007,701)**[513](index=513&type=chunk)[514](index=514&type=chunk)[515](index=515&type=chunk) - The company has **never declared or paid cash dividends** and does not intend to in the foreseeable future, subject to Swiss law restrictions[516](index=516&type=chunk)[517](index=517&type=chunk) [Additional Information](index=114&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION.) As a Swiss corporation, shareholders are subject to a 35% withholding tax on dividends and potential classification as a PFIC for U.S. holders - As a Swiss corporation, dividends are generally subject to a **35% Swiss federal withholding tax**, though refunds may be available under tax treaties[205](index=205&type=chunk)[534](index=534&type=chunk) - There is a risk that the company could be classified as a **Passive Foreign Investment Company (PFIC)** for U.S. tax purposes, which could result in adverse tax consequences for U.S. Holders[187](index=187&type=chunk)[571](index=571&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=125&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK.) The company's primary market risk is foreign currency exposure, as 33% of its 2023 expenses were in CHF and EUR - The company is exposed to foreign currency exchange risk, with about **26% of its 2023 expenses in CHF and 7% in EUR**[595](index=595&type=chunk) - The company does not currently engage in formal currency hedging transactions[596](index=596&type=chunk) PART II [Controls and Procedures](index=126&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES.) Disclosure controls were deemed ineffective as of year-end 2023 due to material weaknesses in internal financial reporting controls - Management concluded that disclosure controls and procedures were **not effective** as of December 31, 2023, due to material weaknesses in internal control[605](index=605&type=chunk)[610](index=610&type=chunk) - Identified material weaknesses include a **lack of sufficient U.S. GAAP-trained professionals** and a lack of appropriate segregation of duties[609](index=609&type=chunk) - Remediation steps taken during 2023 include **insourcing accounting processes** and appointing a new Chief Financial Officer[612](index=612&type=chunk) [Other Items](index=127&type=section&id=ITEM%2016.%20Other%20Items) Key disclosures include the change of the certifying accountant and details of the company's cybersecurity risk management program [Principal Accountant Fees and Services](index=128&type=section&id=ITEM%2016C.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES.) Fees billed by PricewaterhouseCoopers AG totaled $332,690 in 2023 and $330,015 in 2022, exclusively for audit services | Fee Type | 2023 | 2022 | |---|---|---| | Audit fees | $332,690 | $330,015 | | Audit-related fees | $0 | $0 | | Tax fees | $0 | $0 | | All other fees | $0 | $0 | | **Total** | **$332,690** | **$330,015** | [Change in Registrant's Certifying Accountant](index=128&type=section&id=ITEM%2016F.%20CHANGE%20IN%20REGISTRANT'S%20CERTIFYING%20ACCOUNTANT.) PricewaterhouseCoopers AG notified the company it will decline to stand for re-election as the independent auditor - **PricewaterhouseCoopers AG** notified the company on May 15, 2024, that it will not stand for re-election as the company's auditor[619](index=619&type=chunk) - PwC's audit report for FY 2023 included an explanatory paragraph about the company's ability to continue as a **going concern**[620](index=620&type=chunk) - There were **no disagreements** between the company and PwC on any matter of accounting principles or practices during the past two fiscal years[621](index=621&type=chunk) [Corporate Governance](index=128&type=section&id=ITEM%2016G.%20CORPORATE%20GOVERNANCE.) As a foreign private issuer, the company follows Swiss home country governance practices in lieu of certain Nasdaq requirements - The company, as a foreign private issuer, elects to follow **Swiss law** instead of certain Nasdaq corporate governance rules[625](index=625&type=chunk) - Key differences include not requiring a majority-independent board and following Swiss law for compensation and nomination committee practices[626](index=626&type=chunk)[627](index=627&type=chunk) [Cybersecurity](index=131&type=section&id=ITEM%2016K.%20CYBERSECURITY.) Cybersecurity risk management is overseen by the audit committee and integrated into the company's overall risk management program - The **audit committee oversees cybersecurity risk management**, which is integrated into the company's overall risk management program[631](index=631&type=chunk)[634](index=634&type=chunk) - The company has **not experienced any cybersecurity attacks** that have materially affected its business, strategy, or financial condition[635](index=635&type=chunk) PART III [Financial Statements](index=133&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS.) The audited financial statements reflect the company's clinical-stage status and include a going concern warning from the auditor [Report of Independent Registered Public Accounting Firm](index=138&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report highlights substantial doubt about the company's ability to continue as a going concern due to operating losses - The auditor's report contains a paragraph expressing **substantial doubt about the Company's ability to continue as a going concern**, citing operating losses and insufficient cash[653](index=653&type=chunk) [Financial Statements Data](index=139&type=section&id=Financial%20Statements%20Data) The company's financial position deteriorated in 2023, with total liabilities of $10.7 million exceeding total assets of $1.8 million | Balance Sheet Highlights | Dec 31, 2023 | Dec 31, 2022 | |---|---|---| | Cash and cash equivalents | $897,680 | $8,948,400 | | Total assets | $1,846,641 | $9,276,643 | | Total liabilities | $10,680,204 | $5,995,804 | | Total shareholders' equity (deficit) | $(8,833,563) | $3,280,839 | | Statement of Operations Highlights | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | |---|---|---| | Total operating expenses | $11,807,063 | $15,482,364 | | Net loss | $(12,172,029) | $(16,495,680) | | Basic and diluted net loss per common share | $(0.32) | $(0.84) | [Notes to Financial Statements](index=144&type=section&id=Notes%20to%20Financial%20Statements) Notes reiterate the going concern issue, detail deferred revenue, and outline commitments, contingencies, and recent financing activities - The company's cash of **$0.9 million** as of Dec 31, 2023, is not sufficient to fund operations for one year, raising substantial doubt about its ability to continue as a **going concern**[675](index=675&type=chunk) - The company has commitments for potential milestone payments to Novartis, including **$750,000** following an end-of-Phase 2 FDA meeting and **$2 million** upon marketing authorization[756](index=756&type=chunk) - The company has received demands for unpaid services from **Cambrex ($492,723)**, **Clinilabs ($793,112)**, and **CoreRX ($1,007,701)**[758](index=758&type=chunk)[759](index=759&type=chunk)[760](index=760&type=chunk) - In March 2024, the company closed a registered direct offering for gross proceeds of **$1.75 million** by selling 7 million common shares at $0.25 per share[808](index=808&type=chunk)

[Report of Foreign Private Issuer on Form 6-K](index=1&type=section&id=Report%20of%20Foreign%20Private%20Issuer%20on%20Form%206-K) [Management Change](index=2&type=section&id=Management%20Change) Mr. Chad Hellmann resigned as CFO of NLS Pharmaceutics Ltd. on May 1, 2023, providing transition services until May 31, 2023 - Mr. Chad Hellmann resigned as the **Chief Financial Officer** on **May 1, 2023**[4](index=4&type=chunk) - Mr. Hellmann will provide transition services to the company through **May 31, 2023**[4](index=4&type=chunk) - The resignation was **not based on any material disagreement** with the company on any matter relating to its operations, policies, or practice[4](index=4&type=chunk) [Incorporation by Reference](index=2&type=section&id=Incorporation%20by%20Reference) This Form 6-K report is incorporated by reference into the company's Registration Statements on Form F-3, including specified file numbers - The Form 6-K is **incorporated by reference** into the Registrant's Registration Statements on **Form F-3** with file numbers **333-262489**, **333-268690**, and **333-269220**[5](index=5&type=chunk) [Signatures](index=3&type=section&id=SIGNATURES) The report was duly authorized and signed on May 5, 2023, by Alexander Zwyer, Chief Executive Officer of NLS Pharmaceutics Ltd - The report was signed on **May 5, 2023**, by **Alexander Zwyer**, **Chief Executive Officer**[9](index=9&type=chunk)

FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 001-39957 NLS PHARMACEUTICS LTD. (Exact name of registrant ...

| Unaudited Interim Condensed Balance Sheets as of June 30, 2022 and December 31, 2021 | 1 | | --- | --- | | Unaudited Interim Condensed Statements of Operating and Comprehensive Loss for the Six Months Ended June 30, 2022 | 2 | | and 2021 | | | Unaudited Interim Condensed Statements of Changes in Equity for the Six Months Ended June 30, 2022 and 2021 | 3 | | Unaudited Interim Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 | 4 | | Notes to the Unaudited Interim Condensed ...