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

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].