NewcelX Ltd 6-K, filed Apr 25, 2022
NewcelX Ltd. (NCEL)
About this 6-K
NewcelX Ltd filed this 6-K on April 25, 2022.
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 April 2022 (Report No. 4)
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____
CONTENTS
On April 21, 2022, NLS Pharmaceutics Ltd., or the Registrant, filed its Amended and Restated Articles of Association, or the Articles, with the commercial registry of the Canton of Zurich, Switzerland, thereby increasing its share capital to 355,718.40 Swiss Francs with a total of 17,785,920 common shares issued. Thereafter, (i) pursuant to Section 3(a) of the Articles, the authorized share capital of the Registrant is equal to 86,737.68 Swiss Franc with a total of 4,336,884 common shares; (ii) pursuant to Section 3(b) of the Articles, the conditional share capital for employee and advisory options of the Registrant is equal to a total of 42,182 Swiss Francs with a total of 2,109,100 common shares; and (iii) pursuant to Section 3(c) of the Articles, the conditional share capital for shareholders' options of the Registrant is equal to a total of 105,303.36 Swiss Francs with a total of 5,265,168 common shares.
The foregoing description of the Articles is qualified in its entirety by reference to the Articles filed as Exhibit 3.1 hereto, which is incorporated herein by reference.
This Report of Foreign Private Issuer on Form 6-K, and the Articles filed as Exhibit 3.1 hereto, are incorporated by reference into the Registrant’s Registration Statement on Form F-3 (File No. 333-262489), filed with 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and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 No. | ||
| 3.1 | Amended and Restated Articles of Association |
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: April 25, 2022 | By: | /s/ Alexander Zwyer | |
| Name: | Alexander Zwyer | ||
| Title: | Chief Executive Officer | ||
3
Exhibit 3.1
