NLS Pharmaceutics Ltd美股招股说明书(2025-09-10版)

NLS PHARMACEUTICS LTD. PROSPECTUSFOR UP TO 70,000,000 COMMON SHARES AND UP TO 70,000,000 PRE-FUNDEDWARRANTS TO PURCHASE 70,000,000 COMMON SHARES OF NLS PHARMACEUTICSLTD. PROPOSEDMERGERYOURVOTE IS VERY IMPORTANT To the Shareholders of NLS Pharmaceutics Ltd.: Youare cordially invited to attend an extraordinary general meeting of theshareholders(the“NLSMeeting”)ofNLSPharmaceuticsLtd.,acorporationincorporatedunder the laws of Switzerland,which we refer to as“we,” “NLS,” orthe “Company,” which will be held at 4:00 pm, local time, on September29, 2025, atBakerMcKenzie Switzerland AG,Holbeinstrasse 30,8034 Zurich,unless postponed oradjournedto a later date.This is an important meeting that affects your investmentin NLS. OnNovember 4,2024,NLS,NLS Pharmaceutics(Israel)Ltd.,an Israeli company and awhollyowned subsidiary of the Company(the“Merger Sub”),and Kadimastem Ltd.,anIsraelipublicly traded company limited by shares(TASE:KDST)(“Kadimastem”),enteredinto an Agreement and Plan of Merger,which was further amended on January30,2025,February 17,2025,May 5,2025,June 5,2025,July 1,2025,July 18,2025,andAugust 29,2025(collectively,the“Merger Agreement”),pursuant to which(i)Merger Sub will merge with and into Kadimastem, with Kadimastem as the survivingcompany(the“Merger”),and(ii)atthe effective time of the Merger(the“Effective Time”), each issued and outstanding ordinary share of Kadimastem, no parvalue (each a “Kadimastem Ordinary Share”), will be exchanged for and automaticallyconvertedinto the right to receive from the Company that certain number of fullypaidand nonassessable common shares,0.03 Swiss Franc(CHF)par value per share(whichpar value is subject to amendment as a result of a par value reduction andreversesplit to be resolved at the NLS Meeting),of the Company(each,a“NLSCommon Share”), as calculated pursuant to a formula and in accordance with the termsofthe Merger Agreement(the“Exchange Ratio”).The initial target fully dilutedsharesplit resulted in Kadimastem shareholders holding approximately 85%and theCompanyholding approximately 15%of the issued and outstanding NLS Common Shares(“the “Initial Split”). The final Exchange Ratio is subject to certain adjustments,includingas a result of estimated cash of NLS and Kadimastem and estimatedindebtednessof NLS,in each case as measured at the close of business on the dayprecedingthe NLS Meeting.The Exchange Ratio and related share allocations will berecalculated pursuant to the adjustment mechanisms set forth in the Merger Agreement,andthe resulting split may vary from the Initial Split based on these estimates andother specified factors. Basedon various factors,including gross cash proceeds from NLS’s financingtransactionsfrom October 2024 through June 2025(approximately$6.7 million mostlyfrom investors introduced to NLS by Kadimastem, which satisfy the Investment ProceedsAdjustment,as such term is defined below)(for more information please see“NLS’sManagement’sDiscussionandAnalysisofFinancialConditionandResultsofOperations—FinancingActivities”inthisproxystatement/prospectus),andadditionalfinancing investments of approximately$2.5 million currently reasonablyexpectedto be raised prior to the Closing Date,the parties currently estimate thatapplicationof the Exchange Ratio formula at the closing of the Merger(the“Closing”) will result in Kadimastem shareholders collectively holding approximately83%and NLS shareholders holding approximately 17%of the outstanding NLS CommonShareson a fully diluted basis immediately following the Closing.The Company willprovidethe final Exchange Ratio no later than the morning of the NLS Meeting.Theadditionalfinancing investments of approximately$2.5 million to be raised prior totheClosing Date is not a condition to Closing;if more or less than$2.5 million israised,the Exchange Ratio will change accordingly pursuant to the terms of theMerger Agreement. Table of Contents TheMerger Agreement provides that,upon the terms and subject to the conditionsthereof,following the Closing,the Company shall work diligently to dispose of anyintellectualproperty,assets,rights,contracts,agreements,leases,arrangements(regardlessof form),approvals,licenses,permits,whether current or future,whetheror not contingent,of the Company and its subsidiaries related solely to anyproduct candidate of the Company and its subsidiaries, other than the Company’s DualOrexinAgonist platform(“DOXA”).It is expected that the proceeds from any suchdispositionwill be distributed pursuant to the terms and conditions of a contingentvaluerights agreement,substantially in the form attached to the Merger AgreementandasExhibit4.2totheregistrationstatementofwhichthisproxystatement/prospectus forms a part (the “CVR Agreement”) to the holders of NLS CommonStock(as defined in the CVR Agreement),the holders Preferred Shares(as defined intheCVR Agreement),the holders Preferred Certificates(as defined in the CVRAgreement),and the holders of warrants and pre-funded warrants of the C