NewcelX Ltd 6-K, filed May 14, 2024
NewcelX Ltd. (NCEL)
About this 6-K
NewcelX Ltd filed this 6-K on May 14, 2024.
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
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 Short Term Loan Agreement
On September 28, 2023 and November 15, 2023, NLS Pharmaceutics Ltd., or the Company, entered into short term loan agreements, or the Short Term Loan Agreements, with Ronald Hafner, the Company’s Chairman of the Board of Directors, or the Short Term Lender, providing for unsecured loans to the Company in the aggregate amount of CHF 500,000 and CHF 250,000, respectively, or the Short Term Loans. Pursuant to the Short Term Loan Agreements, the Short Term Loans bear interest at a rate of 10% per annum and matures on November 30, 2023.
As previously reported, on March 18, 2024, the Company entered into an addendum with the Short Term Lender providing for an extension of the maturity date under the Short Term Loan Agreement dated September 28, 2023 to December 31, 2024.
On May 13, 2024, the Company entered into the second short term addendum, or the Second Short Term Addendum, to the Short Term Loan Agreement dated September 28, 2023, and a short term addendum, or the Short Term Addendum, to the Short Term Loan Agreement dated November 15, 2023, with the Short Term Lender providing for an extension of the maturity date under the Loan Agreements to June 30, 2025.
The foregoing summary of the Second Short Term Addendum and the Short Term Addendum do not purport to be complete and are qualified in their entirety by reference to the Second Short Term Loan Addendum and the Short Term Addendum 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
EXHIBIT INDEX
| Exhibit Number |
Description of Document | |
| 99.1 | Second Addendum to the Loan Agreement dated September 28, 2023. | |
| 99.2 | Addendum to the Loan Agreement dated November 15, 2023. |
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: May 14, 2024 | By: | /s/ Alexander Zwyer | |
| Name: | Alexander Zwyer | ||
| Title: | Chief Executive Officer | ||
3
Exhibit 99.1
SECOND ADDENDUM TO THE
Loan Agreement
“Agreement”
of
September 28, 2023
between
NLS Pharmaceutics AG
The Circle 6
8058 Zürich
| Switzerland | “Borrower” |
and
Ronald Hafner
Weinbergstrasse 72
8703 Erlenbach ZH
| Switzerland | “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 500,000.00 and accrued interest thereon (if any) (“Loan Amount”) dated September 28, 2023 as provided in Annex A and as amended effective as of November 15, 2023 pursuant to Annex B (“Loan Agreement”). |
| B. | The Parties intend to amend the Loan Agreement based on the 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 on May 13, 2024 (“Effective Date”). |
| D. | Defined terms used herein and not defined otherwise shall 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 June 30, 2025. 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.
[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 | ||
| /s/ Alexander Zwyer | /s/ Elena Thyen | |
| Name: Alexander Zwyer | Name: Elena Thyen | |
| Function: CEO | Function: CFO | |
| Lender: | ||
| /s/ Ronald Hafner | ||
| Ronald Hafner |
Annex A: Loan Agreement.
Annex B: 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
Ronald Hafner
Weinbergstrasse 72
8703 Erlenbach ZH
| Switzerland | “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 250,000.00 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 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 on May 13, 2024 (“Effective Date”). |
| D. | Defined terms used herein and not defined otherwise shall 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 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 | ||
| /s/ Alexander Zwyer | /s/ Elena Thyen | |
| Name: Alexander Zwyer | Name: Elena Thyen | |
| Function: CEO | Function: CFO | |
| Lender: | ||
| /s/ Ronald Hafner | ||
| Ronald Hafner |
Annex A: Loan Agreement.
page 3 of 3