Kadimastem Approaches Final Steps for Securing
Merger Completion
ZURICH and NESS ZIONA, Israel, Jan. 16,
2025 /PRNewswire/ -- NLS Pharmaceutics Ltd.
("NLS") (Nasdaq: NLSP), a Swiss clinical-stage biopharmaceutical
company focused on the discovery and development of innovative
therapies for rare and complex central nervous system disorders,
and Kadimastem Ltd. ("Kadimastem") (TASE: KDST), a clinical-stage
cell therapy company developing and manufacturing "off-the-shelf"
allogeneic cell products for the treatment of neurodegenerative
diseases and potential cure of diabetes, announces that Kadimastem
has issued a notice to convene a special general meeting of
Kadimastem's shareholders to approve the merger transaction with
NLS. The Central District Court in Israel has approved that this meeting may
occur within a reduced time frame of only 14 days from the date of
publication of the meeting notice. This meeting is needed to secure
Kadimastem's shareholder approval which are critical to completing
the merger process.
This pivotal step follows NLS's recent announcements regarding
the successful initial closing of $500,000 from a previously announced $1 million fundraising round, executed at a share
price of $3.10—representing a
significant 48% increase above the market price at the time of the
pricing of the transaction. This financing, along with a previously
disclosed $3.2 million investment in
October 2024, lays the groundwork for
facilitating the proposed merger with NLS, which aims to create a
combined Nasdaq-traded biotechnology company with a robust pipeline
of advanced therapies.
Additionally, NLS has recently filed F-4 Registration Statement
on Form F-4 with the U.S. Securities and Exchange Commission (SEC),
outlining the details of the proposed merger.
Alex Zwyer, Chief Executive
Officer of NLS Pharmaceutics, stated, "We are excited about
approaching completion of the merger with Kadimastem. This
significant step not only demonstrates our commitment to innovation
but also holds great potential for delivering enhanced value to our
shareholders. Together, we believe that we are poised to redefine
the landscape of biotechnology and patient care."
Ronen Twito, Executive
Chairman and Chief Executive Officer of Kadimastem, commented,
"We are pleased to be taking this crucial step toward completing
our merger with NLS . We are eager to engage our shareholders in
this process as we believe this merger will create a powerful
entity in the biotechnology sector, unlocking new opportunities for
growth and advancement in innovative therapies."
About NLS Pharmaceutics Ltd.
NLS is a global development-stage biopharmaceutical company,
working with a network of world-class partners and internationally
recognized scientists, focused on the discovery and development of
innovative therapies for patients with rare and complex central
nervous system disorders who have unmet medical needs.
Headquartered in Switzerland and
founded in 2015, NLS is led by an experienced management team with
a track record of developing and commercializing product
candidates. For more information, please visit
www.nlspharma.com.
About Kadimastem
Kadimastem is a clinical stage cell therapy company, developing
"off-the-shelf", allogeneic, proprietary cell products based on its
technology platform for the expansion and differentiation of Human
Embryonic Stem Cells (hESCs) into functional cells. AstroRx®, the
company's lead product, is an astrocyte cell therapy in clinical
development for the treatment for ALS and in pre-clinical studies
for other neurodegenerative indications.
IsletRx is the company's treatment for diabetes. IsletRx is
comprised of functional pancreatic islet cells producing and
releasing insulin and glucagon, intended to treat and potentially
cure patients with insulin-dependent diabetes. Kadimastem was
founded by Professor Michel Revel,
Chief Scientific Officer of Kadimastem and Professor Emeritus of
Molecular Genetics at the Weizmann Institute of Science. Professor
Revel received the Israel Prize for the invention and development
of Rebif®, a multiple sclerosis blockbuster drug sold worldwide.
Kadimastem is traded on the Tel Aviv Stock Exchange (TASE:
KDST).
Social Media: Social Media: LinkedIn, X, Facebook,
Instagram
Safe Harbor Statement
This press release contains expressed or implied forward-looking
statements pursuant to U.S. Federal securities laws. For
example, NLS and Kadimastem are using forward-looking
statements when they discuss the expected closing of the
transaction and the potential benefits of the transaction to NLS
and Kadimastem and their respective shareholders, as well as the
expected strategic position of the combined company following the
merger, if completed. These forward-looking statements and their
implications are based on the current expectations of the
management of NLS and Kadimastem and are subject to a number of
factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
The following factors, among others, could cause actual results to
differ materially from those described in the forward-looking
statements: risks related to the companies' ability to complete the
merger on the proposed terms and schedule, including risks and
uncertainties related to the satisfaction of the closing conditions
related to the merger agreement and risks and uncertainties related
to the failure to timely, or at all, obtain shareholder approvals
for the transaction; unexpected costs, charges or expenses
resulting from the transaction and potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the proposed merger; changes in technology and
market requirements; either or both companies may encounter delays
or obstacles in launching and/or successfully completing their
clinical trials; the companies' products may not be approved by
regulatory agencies; their technologies may not be validated as
they progress and their methods may not be accepted by the
scientific community; either of both of the companies may be unable
to retain or attract key employees whose knowledge is essential to
the development of their products; unforeseen scientific
difficulties may develop with the products being advanced by the
companies; their products may wind up being more expensive than
anticipated; results in the laboratory may not translate to equally
good results in real clinical settings; results of preclinical
studies may not correlate with the results of human clinical
trials; the companies' patents may not be sufficient; their
products may harm recipients; changes in legislation may adversely
impact either or both of the companies; inability to timely develop
and introduce new technologies, products and applications; and loss
of market share and pressure on pricing resulting from competition,
which could cause the actual results or performance of candidate
products to differ materially from those contemplated in such
forward-looking statements. Except as otherwise required by law,
neither Kadimastem nor NLS undertakes any obligation to publicly
release any revisions to these forward-looking statements to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events. More detailed information
about the risks and uncertainties affecting NLS is contained under
the heading "Risk Factors" in NLS's annual report on Form 20-F for
the year ended December 31, 2023,
filed with the Securities and Exchange Commission ("SEC"), which is
available on the SEC's website, www.sec.gov, and in subsequent
filings made by NLS with the SEC, including under the heading "Risk
Factors" in NLS's registration statement on Form F-4, filed with
the SEC on December 27, 2024.
No Offer or Solicitation
This communication is not intended to and shall not
constitute an offer to buy or sell or the solicitation of an offer
to buy or sell any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made, except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Additional Information about the Transaction and Where to
Find It
In connection with the proposed transaction, NLS has filed
a Registration Statement on Form F-4, including a proxy
statement/prospectus, with the SEC. NLS may also file other
relevant documents with the SEC regarding the proposed transaction.
This document is not a substitute for the proxy
statement/prospectus or any other document that NLS may file with
the SEC. The proxy statement (if and when available) will be mailed
or delivered to shareholders of NLS and Kadimastem. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able
to obtain free copies of the proxy statement/prospectus (if and
when available) and other documents containing important
information about NLS and Kadimastem and the proposed transaction,
once such documents are filed with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by the Company will be available free
of charge on NLS's website at www.nlspharma.com.
Participants in the Solicitation
NLS, Kadimastem, and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from NLS and Kadimastem shareholders in
respect of the proposed transaction. Information about the
directors and executive officers of NLS, including a description of
their direct or indirect interests, by security holdings or
otherwise, is set forth in NLS's Annual Report on Form 20-F for the
fiscal year ended December 31, 2023,
which was filed with the SEC on May 15,
2024. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be
filed with the SEC regarding the proposed merger when such
materials become available. Investors should read the proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from NLS Pharmaceutics using the sources
indicated above.
NLS Contacts:
InvestorRelations@nls-pharma.com
www.nlspharma.com
Kadimastem Contacts:
Sarah Bazak, Investors
relations
s.bazak@kadimastem.com
www.kadimastem.com
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SOURCE Kadimastem Ltd.; NLS Pharmaceutics Ltd.