NLS and Kadimastem Announce Receipt of Nasdaq Approval; Merger Expected to Close on October 30, 2025

Core Viewpoint - NLS Pharmaceutics Ltd. and Kadimastem Ltd. are set to merge, creating a new entity named NewcelX Ltd., with significant ownership stakes for Kadimastem shareholders [1][2][5]. Merger Details - The merger is expected to close on October 30, 2025, with trading under the new name starting on October 31, 2025, pending customary closing conditions [3]. - Kadimastem's ordinary shares will be delisted from the TASE on October 31, 2025, following the merger [4]. - The final exchange ratio was determined to be approximately 6.92 NLS shares for each Kadimastem share pre-reverse stock split, translating to about 0.62 NLS shares per Kadimastem share post-split [5][6]. Ownership Structure - Post-merger, Kadimastem shareholders will own approximately 84.4% of the combined company, while NLS shareholders will hold about 15.6% [5][8]. Clinical and Development Programs - NewCelX will advance its clinical programs, including AstroRx® for Amyotrophic Lateral Sclerosis (ALS) and IsletRx for insulin-dependent diabetes, following successful technology transfer and clinical manufacturing agreements [9].