6-K
NewcelX Ltd. (NCEL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-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 May 2024 (Report No. 2)
Commission file number: 001-39957
NLS PHARMACEUTICS LTD.
(Translation of registrant’s name into English)
The Circle 6
8058 Zurich, 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
Addendum to BridgeLoan Agreements
As previously reported, on November 15, 2023, the Company, entered into a series of short term loan agreements, or the Bridge 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, 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.
As previously reported, on March 18, 2024, the Company entered into a series of addendums to the Bridge Loan Agreements with the Bridge Lenders, each providing for an extension of the maturity date under the Loan Agreements to December 31, 2024.
On May 16, 2024, the Company entered into additional bridge loan addendums, or the Second Bridge Loan Addendums, to the Bridge Loan Agreement dated November 15, 2023, with Felix Grisard, Jürgen Bauer and Maria Nayvalt, providing for an extension of the maturity date under each of the Loan Agreements to June 30, 2025.
The foregoing summary of the Second Bridge Loan Addendums does not purport to be complete and is qualified in its entirety by reference to the Second Bridge Loan Addendums, a form of which is attached as Exhibit 99.1, to this report, and is 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and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. | Description of Document |
|---|---|
| 99.1 | Form of Addendum to Bridge Loan Agreements |
1
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: May 22, 2024 | By: | /s/ Alexander Zwyer | |
| Name: | Alexander Zwyer | ||
| Title: | Chief Executive Officer |
2
Exhibit 99.1
ADDENDUM TO THE
Loan Agreement
“Agreement”
of
November 15, 2023
between
| NLS Pharmaceutics AG | |
|---|---|
| The Circle 6 | |
| 8058 Zürich | |
| Switzerland | “Borrower” |
and
| [__] | |
|---|---|
| [__] | |
| [__] | |
| [__] | “Lender” |
(Borrower and Lender each a ʺPartyʺ
collectively the ʺPartiesʺ)
Page **1** of **3**
Whereas:
| A. | The Parties entered into a loan agreement with the loan amount of CHF [__] and accrued interest thereon<br>(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 terms and conditions of this Agreement. If<br>not provided herein otherwise, the Loan Agreement shall remain unchanged. |
| --- | --- |
| C. | The amendments provided in this Agreement shall become effective on May 16, 2024 (“EffectiveDate”). |
| --- | --- |
| D. | Defined terms used herein and not defined otherwise shall have the same meaning ascribed to such terms<br>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 June 30, 2025. 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: | |
| --- | |
| [__] |
Annex A: Loan Agreement.
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