6-K
NewcelX Ltd. (NCEL)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of March 2024 (Report No. 3)
Commission file number: 001-39957
NLSPHARMACEUTICS LTD.
(Translation of registrant’s name into English)
TheCircle 6
8058Zurich, Switzerland
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
ShortTerm Loan Agreement
As previously reported, on September 28, 2023, NLS Pharmaceutics Ltd., or the Company, entered into a short term loan agreement, or the Short Term Loan Agreement, with Ronald Hafner, the Company’s Chairman of the Board of Directors, or the Short Term Lender, providing for an unsecured loan to the Company in the aggregate amount of CHF 500,000, or the Short Term Loan. Pursuant to the Short Term Loan Agreement, the Short Term Loan bears interest at a rate of 10% per annum and matures on November 30, 2023.
BridgeLoans
As previously reported, on November 15, 2023, the Company, entered into a series of short term loan agreements, or the Bridge Loan Agreements and together with the Short Term Loan Agreement, the Loan Agreements, with certain existing shareholders of the Company, including Ronald Hafner, the Company’s Chairman of the Board of Directors, Felix Grisard, Jürgen Bauer and Maria Nayvalt, or the Bridge Lenders and together with the Short Term Lender, the Lenders, providing for an unsecured loan to the Company in the aggregate amount of CHF 875,000.00 (approximately $1,000,000.00), or the Bridge Loan. Pursuant to the Bridge Loan Agreements, the Bridge Loans bear interest at a rate of 10% per annum and mature on the earlier of June 30, 2024 or a liquidity event with a strategic partner.
Addendumsto Loan Agreements
On March 18, 2024, the Company entered into an addendum to the Short Term Loan Agreement with the Short Term Lender, or the Short Term Loan Addendum, and a series of addendums to the Bridge Loan Agreements with the Bridge Lenders, or the Bridge Loan Addendums each providing for an extension of the maturity date under the Loan Agreements to December 31, 2024.
The foregoing summary of the Short Term Loan Addendum and the Bridge Loan Addendums does not purport to be complete and is qualified in its entirety by reference to the Short Term Loan Addendum and the Bridge Loan Addendums, forms of which are attached as Exhibit 99.1 and 99.2, respectively, to this report, and are incorporated herein by reference.
This report is incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File No. 333-262489, and 333-268690 and 333-269220), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
1
EXHIBITINDEX
| Exhibit <br> Number | Description of Document |
|---|---|
| 99.1 | Form of Addendum to Short Term Loan Agreement |
| 99.2 | Form of Addendum to Bridge Loan Agreements |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NLS Pharmaceutics Ltd. | |||
|---|---|---|---|
| Date:<br> March 19, 2024 | By: | /s/<br> Alexander Zwyer | |
| Name: | Alexander<br> Zwyer | ||
| Title: | Chief<br> Executive Officer |
3
Exhibit 99.1
SECONDADDENDUM TO THE
Loan Agreement
“Agreement”
of
September 28, 2023
between
| NLS Pharmaceutics AG | |
|---|---|
| The<br> Circle 6 | |
| 8058<br> Zürich | |
| Switzerland | |
| “Borrower” | |
| and | |
| Ronald Hafner | |
| Weinbergstrasse<br> 72 | |
| 8703<br> Erlenbach ZH | |
| Switzerland | |
| “Lender” |
(Borrower and Lender each a “Party”
collectively the “Parties”)
Page **1** of **3**
Whereas:
| A. | The<br>Parties entered into a loan agreement with the loan amount of CHF 500,000.00 and accrued interest thereon (if any) (“Loan Amount”)<br>dated September 28, 2023 as provided in Annex A and as amended effective as of November 15, 2023 pursuant to Annex B (“LoanAgreement”). |
|---|---|
| B. | The<br> Parties intend to amend the Loan Agreement based on the terms and conditions of this Agreement.<br> If not provided herein otherwise, the Loan Agreement shall remain unchanged. |
| --- | --- |
| C. | The<br> amendments provided in this Agreement shall become effective on March 18, 2024 (“Effective Date”). |
| --- | --- |
| D. | Defined<br> terms used herein and not defined otherwise shall have the same meaning ascribed to such<br> terms in the Loan Agreement. |
| --- | --- |
NOW, THEREFORE, the Parties agree as follows:
| 1. | Maturity Date Extension |
|---|
The Maturity Date of the Loan Agreement shall be extended until December 31, 2024. For the avoidance of doubt, the Maturity Date provided in section 1 (ii) in the amended Loan Agreement pursuant to Annex B shall remain unchanged.
| 2. | Miscellaneous |
|---|
This Agreement shall enter into force on the Effective Date.
The other terms of the Loan Agreement shall remain unchanged.
This Agreement shall in all respects be governed by and construed in accordance with the substantive laws of Switzerland.
All disputes arising out of or in connection with this Agreement, including disputes regarding its conclusion, validity, binding effect, amendment, breach, termination or rescission shall be subject to the exclusive jurisdiction of the ordinary courts of Zurich, canton of Zurich, Switzerland, venue being Zurich 1.
[signaturepage and annex follows]
Page **2** of **3**
INWITNESS WHEREOF, the Parties have signed this Agreement on the date first written above:
| Borrower:<br> NLS Pharmaceutics AG | |
|---|---|
| Name: | Name: |
| Function: | Function: |
| Lender: | |
| Ronald<br> Hafner |
AnnexA: Loan Agreement.
AnnexB: First Addendum.
Page **3** of **3**
Exhibit 99.2
ADDENDUM TO THE
Loan Agreement
“Agreement”
of
November 15, 2023
between
NLS Pharmaceutics AG
The Circle 6
8058 Zürich
| Switzerland | |
|---|---|
| “Borrower” |
and
[NAME OF LENDER]
| [Address of Lender] | |
|---|---|
| “Lender” |
(Borrower and Lender each a “Party”
collectively the “Parties”)
Page **1** of **3**
Whereas:
| A. | The Parties entered into a loan agreement with the loan amount<br>of CHF [__] and accrued interest thereon (if any) (“Loan Amount”) dated November 15, 2023 as provided in Annex A (“Loan Agreement”). |
|---|---|
| B. | The Parties intend to amend the Loan Agreement based on the<br>terms and conditions of this Agreement. If not provided herein otherwise, the Loan Agreement shall remain unchanged. |
| --- | --- |
| C. | The amendments provided in this Agreement shall become effective<br>on March 18, 2024 (“Effective Date”). |
| --- | --- |
| D. | Defined terms used herein and not defined otherwise shall<br>have the same meaning ascribed to such terms in the Loan Agreement. |
| --- | --- |
NOW, THEREFORE, the Parties agree as follows:
| 1. | Maturity Date Extension |
|---|
The Maturity Date of the Loan Agreement shall be extended until December 31, 2024. For the avoidance of doubt, the Maturity Date provided in section 4 (ii) in the Loan Agreement shall remain unchanged.
| 2. | Miscellaneous |
|---|
This Agreement shall enter into force on the Effective Date.
The other terms of the Loan Agreement shall remain unchanged.
This Agreement shall in all respects be governed by and construed in accordance with the substantive laws of Switzerland.
All disputes arising out of or in connection with this Agreement, including disputes regarding its conclusion, validity, binding effect, amendment, breach, termination or rescission shall be subject to the exclusive jurisdiction of the ordinary courts of Zurich, canton of Zurich, Switzerland, venue being Zurich 1.
[signature page and annex follows]
Page **2** of **3**
IN WITNESS WHEREOF, the Parties have signed this Agreement on the date first written above:
Borrower: NLS Pharmaceutics AG
| Name: | Name: |
|---|---|
| Function: | Function: |
Lender:
| [Name of Lender] |
|---|
Annex A: Loan Agreement.
Page **3** of **3**