POS AM 1 ea0288961-posam2_newcelx.htm POST-EFFECTIVE AMENDMENT NO. 2 TO FORM F-1

As filed with the Securities and Exchange Commission on May 5, 2026

Registration No. 333-290516

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Post-Effective Amendment No. 2

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NEWCELX LTD.

(Exact name of registrant as specified in its charter)

Switzerland		3841		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Hohstrasse 1		Puglisi & Associates
8302 Kloten, Switzerland		850 Library Ave., Suite 204, Newark, DE 19711
Tel: +41.44.512.2150		Tel: (302) 738-6680
(Address, including zip code, and telephone number,		(Name, address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)		including area code, of agent for service)

Copies to:

Gary Emmanuel, Esq.

Dr. Matthias Courvoisier

Michael Soumas, Esq.

Greenberg Traurig, P.A.
One Azrieli Center
Round Tower, 30th floor
132 Menachem Begin Rd
Tel Aviv 6701101
Tel: +972 3-636-6000

Baker McKenzie Switzerland AG
Holbeinstrasse 30
Zurich, Switzerland 8034
Tel: +41 44 384 14 14

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date hereof.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

NewcelX Ltd. (formerly known as NLS Pharmaceutics Ltd.), or the Registrant, filed with the Securities and Exchange Commission or the SEC, a Registration Statement on Form F-1 (Registration No. 333-290516) on September 25, 2025, which was declared effective by the SEC on September 30, 2025, or the Registration Statement. The Registration Statement covered the resale from time to time by the selling shareholder identified in the prospectus that forms a part of the Registration Statement of up to 500,000 common shares, par value CHF 0.05 per common share,after giving effect to the one-for-10 reverse share split of the Registrant’s issued and outstanding common shares effected by the Registrant on October 30, 2025.

On October 24, 2025, the Registrant filed Post-Effective Amendment No. 1 to update and supplement information contained in the Registration Statement, and also to include updated financial information. Post-Effective Amendment No. 1 was declared effective by the Securities and Exchange Commission on November 18, 2025.

This Post-Effective Amendment No. 2 is being filed by the Registrant to update and supplement information contained in the Registration Statement, and also to include updated financial information.

No additional securities are being registered under this Post-Effective Amendment No. 2. This Post-Effective Amendment No. 2 concerns only the sale of ordinary shares from time to time.

All filing fees payable in connection with the registration of these securities were previously paid in connection with the initial filing of the Registration Statement.

The information in this preliminary prospectus is not complete and may be changed. The Selling Shareholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED May 5, 2026

Up to 500,000 Common Shares

NewcelX Ltd.

This prospectus relates to the offer and sale of up to 500,000 of our common shares, 0.05 Swiss Franc (CHF) par value per share (the “Common Shares”), by Alpha Capital Anstalt, a Liechtenstein Anstalt (“Alpha, or the “Selling Shareholder”) consisting of (i) 19,230 Commitment Shares (as defined below) and (ii) up to 480,770 Common Shares that we may sell to the Selling Shareholder under the Purchase Agreement (as defined below) from time-to-time.

On March 31, 2025, we entered into a Common Share Purchase Agreement (the “Purchase Agreement”), with the Selling Shareholder, which provided for the sale of up to $25.0 million of our Common Shares. Of the $25.0 million eligible to be sold pursuant to the Purchase Agreement (the “Total Commitment”), to date we have not sold any Common Shares. In connection with the Purchase Agreement, we may request pre-paid advances of the Total Commitment, in an amount up to $25.0 million. In connection with the Purchase Agreement, we also agreed to issue the Selling Shareholder $250,000 in Common Shares (the “Commitment Shares”), and as such we issued the Selling Shareholder a pre-funded warrant to purchase 19,230 Common Shares as Commitment Shares.

The Common Shares being offered by the Selling Shareholder may be issued pursuant to the Purchase Agreement. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Common Shares by the Selling Shareholder. However, we may receive up to $25.0 million in aggregate gross proceeds from sales of our Common Shares to the Selling Shareholder that we may make under the Purchase Agreement, from time-to-time after the date of this prospectus. The additional Common Shares that may be offered pursuant to this prospectus would be purchased by the Selling Shareholder pursuant to the Purchase Agreement at ninety-five percent (95%) of the lesser of the (i) lowest sale price on the applicable date of the purchase of such Common Shares and (ii) the volume average weighted price (the “VWAP”), over the applicable VWAP Purchase Period (as defined in the Purchase Agreement) on the applicable date of the purchase of such Common Shares.

The Selling Shareholder may sell the Common Shares included in this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Shareholder may sell the shares in the section entitled “Plan of Distribution”. The Selling Shareholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

The Selling Shareholder will pay all brokerage fees and commissions and similar expenses in connection with the offer and sale of the Common Shares by the Selling Shareholder pursuant to this prospectus. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred to register under the Securities Act the offer and sale of the Common Shares included in this prospectus by the Selling Shareholder. See “Plan of Distribution”.

Our Common Shares are listed on the Nasdaq Capital Market (“Nasdaq”), under the symbol “NCEL”. On May 4, 2026, the last reported sale price of our Common Shares on Nasdaq was $3.78 per share.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus.

Neither the Securities and Exchange Commission (the “SEC”), nor any state or other foreign securities commission has approved nor disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026

TABLE OF CONTENTS

		Page
Prospectus Summary		1
Risk Factors		6
Cautionary Note Regarding Forward-Looking Statements		8
Use of Proceeds		10
Dividend Policy		10
Capitalization		10
Unaudited Pro Forma Condensed Combined Financial Information		12
Description of Share Capital		15
Selling Shareholder		31
Plan of Distribution		33
Expenses		34
Legal Matters		34
Experts		34
Enforceability of Civil Liabilities		35
Where You Can Find Additional Information		36

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Shareholder have authorized anyone to provide you with information that is different. The Selling Shareholder is offering to sell the securities, and seeking offers to buy the securities, only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities.

For investors outside of the United States: neither we nor the Selling Shareholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

In this prospectus, “we”, “us”, “our”, “Company”, “NewcelX” refer to NewcelX Ltd. and its consolidated subsidiaries.

All trademarks or trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the ^® and ^™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Our functional currency is the U.S. Dollar, while the functional currency of our Israeli subsidiary, Kadimastem Ltd. is the New Israeli Shekel (NIS). Unless otherwise expressly stated or the context otherwise requires, references in this prospectus to “NIS” are to New Israeli Shekels, and references to “dollars” or “$” mean U.S. dollars. All information included herein relating to shares or price per share reflects the 1-for-10 reverse split effected by us on October 30, 2025.

This prospectus includes statistical, market and industry data and forecasts which we obtained from publicly available information and independent industry publications and reports that we believe to be reliable sources. These publicly available industry publications and reports generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy or completeness of the information.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Common Shares. Before you decide to invest in our Common Shares, you should read the entire prospectus carefully, including the “Risk Factors” section, and the financial statements and related notes thereto and the other information incorporated by reference herein.

Our Company

NewcelX is a clinical-stage pharmaceutical company focused on developing and manufacturing “off-the-shelf”, allogeneic, proprietary cell products based on its technology platform for the expansion and differentiation of hESCs into functional cells.

NewcelX’s vision is to:

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Develop and commercialize its stem cell-based therapies for cure Type 1 Diabetes (T1D). (stem cell derived islets);

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Replace, restore and repair the functionality of diseased and malfunctioning cells in various degenerative diseases by transplantation of healthy and functional cells;

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Commercialize its proprietary cell lines optimized for the treatment of ALS, and other neurodegenerative diseases; and

●

Utilize the DOXA small molecules platform for clinical development of drug candidates, primarily for narcolepsy, neuroinflammation and DANS (Diabetes-Associated Neurological Disorders).

NewcelX is primarily developing two cell therapy products:

NCEL-101 is NewcelX’s lead program for diabetes treatment. NCEL-101 is comprised of enriched pancreatic islet cells, mainly functional, insulin and glucagon producing and releasing cells, intended to treat and potentially cure patients with Type 1 diabetes and possibly Type 2 insulin dependent diabetes. Other development programs for diabetes are in the pipeline and include co-development with academic or commercial entities.

AstroRx®, NewcelX’s platform validation product, which is an off-the-shelf cryopreserved cell therapy product in clinical development for the treatment for ALS and in pre-clinical studies for other neurodegenerative indications. AstroRx® is comprised of fully differentiated astrocytes, which are the main cells that support the CNS.

In addition, NewcelX is developing DOXA (Dual Orexin-Receptor Agonist) small molecules platform for several target indications, including sleep disorders (narcolepsy, idiopathic insomnia), Neurodegenerative/ neuroinflammation diseases (such as 𝛼-synucleinopathies) and DANS (Diabetes Associated Neurological Disorders).

NewcelX is an innovative biopharmaceutical company focused on developing transformative stem-cell-derived therapies for Type 1 Diabetes. Built on a validated human pluripotent stem cell (hPSC) platform, the Company’s lead program, NCEL-101, is designed to restore functional insulin production through scalable, off-the-shelf cell replacement. NewcelX is advancing a comprehensive therapeutic approach for Type 1 Diabetes integrating cell therapy, immune protection, and translational science to address critical unmet medical needs.

NewcelX is a clinical stage biotechnology company, with a unique platform for cell therapy that enables the production of off-the-shelf cell-based products for the treatment of unmet medical needs. NewcelX operates in the field of development of cell therapy and regenerative medicine. Regenerative medicine is an innovative medical research field that focuses on regeneration of tissue/organs harmed due to disease, injury or due to birth defects in patients, using one of the following two ways: (1) creating new cells, organ parts or tissues under laboratory conditions, or using donor cells, organs or parts of organs transplanted into the patient’s body in order to replace the cells or tissues damaged by disease; (2) finding and developing drugs that will help induce a process of spontaneous regeneration of the damaged tissue/organ by encouraging the adult stem cells that are regularly present in the tissue, divide, differentiate and take their place in the affected area.

NewcelX is developing revolutionary regenerative therapies based on stem cells-derived therapeutic cells, in addition to the traditional curative therapies. The stem cells-derived therapeutics technology has been developed as a platform enabling the manufacturing of islet-like endocrine cells and glia restricted progenitors thus having potential applications for diabetes, and for neurodegenerative diseases such as ALS. The therapies are scalable and industrialized, to be commercialized as a stable “off the shelf” product and reduce the cost of treatments. For this, NewcelX uses pluripotent cells (e.g. embryonic stem cells - hESCs) that have a unique ability to multiply infinitely without losing their “naivety” and to be able to become any cell type. The cell therapy products manufactured under Good Manufacturing Practices, or GMP, guidelines (similar to traditional therapeutics) in order to reach optimal clinical results. NewcelX developed a novel process to differentiate the cells in the lab to their mature phenotype, before their implantation to the patient, thus enabling the cells to confer their function immediately post treatment. Thus, NewcelX believes that its process will markedly enhance the efficiency of the treatment.

NewcelX implements a technological platform that uses pluripotent stem cells, or PSCs, either embryonic stem cells and/or induced pluripotent stem cells for the development and production of various active cells as off-the-shelf products for the treatment of a wide range of diseases. Its technological platform includes processes for the development, production and biobanks of cells at various stages of differentiation. As of the date of this proxy statement/prospectus, NewcelX focuses on the development of cell therapy products in the field of regenerative medicine for the treatment of various diseases with an emphasis on development of a cure for Type 1 diabetes. In addition, NewcelX’s proof of platform program, AstroRx^®, received an IND approval for running Phase 1/2a clinical trial in the US for ALS.

Common Shares Purchase Agreement with Alpha

On March 31, 2025, we entered into the Purchase Agreement with the Selling Shareholder relating to a committed equity facility. Pursuant to the Purchase Agreement, we have the right from time-to-time at our option to sell to the Selling Shareholder up to $25.0 million of Common Shares subject to certain conditions and limitations set forth therein, and the Selling Shareholder is subject to a 9.99% beneficial ownership limitation.

Sales of the Common Shares to the Selling Shareholder under the Purchase Agreement, and the timing of any sales, will be determined by us from time-to-time in our sole discretion and will depend on a variety of factors, including, among other things, the market conditions and the trading price of the Common Shares and determinations by us regarding the use of proceeds of such Common Shares. The net proceeds from any sales under the Purchase Agreement will depend on the frequency with, and prices at which the Common Shares are sold to the Investor. We expect to use the proceeds from any sales under the Purchase Agreement for working capital and general corporate purposes.

Upon the initial satisfaction of the conditions to the Selling Shareholder’s obligation to purchase Common Shares set forth in the Purchase Agreement (the “Commencement”), including a registration statement registering the resale by the Investor of the Common Shares under the Securities Act that may be sold to it by us under the Purchase Agreement, is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC, we will have the right, but not the obligation, from time-to-time to its sole discretion until the first day of the month next following the 36-month period from and after Commencement, to direct the Investor to purchase up to a specified maximum amount of Common Shares as set forth in the Purchase Agreement by delivering written notice to the Investor prior to the commencement of trading on any trading day. The purchase price of the Common Shares that we elect to sell to the Selling Shareholder pursuant to the Purchase Agreement will be 95% of the volume weighted average price of the Common Shares during the applicable purchase date on which we have timely delivered written notice to the Selling Shareholder directing it to purchase Common Shares under the Purchase Agreement (a “VWAP Purchase”).

In connection with the Purchase Agreement, we also agreed to issue the Selling Shareholder the Commitment Shares, and as such we issued the Selling Shareholder a pre-funded warrant to purchase 19,230 Common Shares as Commitment Shares. The Purchase Agreement contains customary registration rights, representations, warranties, conditions and indemnification obligations by each party. The representations, warranties and covenants contained in the Purchase Agreements were made only for purposes of the Purchase Agreements and as of specific dates, were solely for the benefit of the parties to such agreements and are subject to certain important limitations.

We have the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, upon 10 days’ prior written notice. No termination of the Purchase Agreement will affect the registration rights provisions contained within the Purchase Agreement, which will survive any termination of the Purchase Agreement.

Merger

On October 30, 2025, NewcelX (then known as NLS Pharmaceutics Ltd.), a Swiss corporation, consummated the previously announced transactions pursuant to that certain Agreement and Plan of Merger, dated as of November 4, 2024 (as amended, the “Merger Agreement”), by and among NewcelX, NLS Pharmaceutics (Israel) Ltd., an Israeli company and a wholly owned subsidiary of NewcelX, (“Merger Sub”), and Kadimastem Ltd., an Israeli company (“Kadimastem”). The transactions contemplated by the Merger Agreement are hereinafter referred to as the “Merger.” In connection with the consummation of the Merger (the “Closing”), NewcelX changed its name from “NLS Pharmaceutics Ltd.” to “NewcelX Ltd.”. Pursuant to the Merger Agreement, among other things, (i) Kadimastem merged with and into Merger Sub, with Merger Sub as the surviving company, and (ii) at the effective time of the Merger (the “Effective Time”), each issued and outstanding ordinary share of Kadimastem, no par value (“Kadimastem Ordinary Share”), was exchanged for and automatically converted into the right to receive from NewcelX that certain number of fully paid and nonassessable common shares, 0.05 Swiss Franc (CHF) par value per share, of NewcelX (“common share”) as calculated in accordance with the terms of the Merger Agreement.

Pursuant to the Merger Agreement, the holders of Kadimastem ordinary shares outstanding immediately prior to the Merger received 0.706 NewcelX common shares in exchange for each Kadimastem ordinary share in the Merger. The exchange ratio also reflects the 1-for-10 reverse share split effected by NewcelX in connection with the Merger. In connection with the consummation of the Merger, NewcelX changed its name from “NLS Pharmaceutics Ltd.” to “NewcelX Ltd.”. Kadimastem was established as an Israeli company on October 6, 2008. Kadimastem began trading on the TASE in June 2013 and on October 30, 2025 Kadimastem voluntarily delisted from the Tel Aviv Stock Exchange in connection with the Merger.

April 2026 Private Placement

On April 1, 2026, we entered into definitive securities purchase agreements for a private placement financing in the amount of $1.35 million with certain accredited investors, or the April 2026 PIPE, pursuant to which we issued and sold 272,726 common shares and 218,181 pre-funded warrants at a purchase price of $2.75 per share and per pre-funded warrant. Each common shares and pre-funded warrant was issued with a common warrant to purchase up to an aggregate of 687,270 common shares at an exercise price of $3.025 per share. The common warrants shall have a term of five years. The pre-funded warrants have an exercise price of $0.06 per share and will not expire until exercised in full.

Aggregate gross proceeds from the April 2026 PIPE were $1.35 million. Cash exercise of the warrants in full would result in an additional approximately $2.1 million in gross proceeds to the Company.

The April 2026 PIPE closed on April 27, 2026.

Corporate Information

We were incorporated on June 10, 2015, as a Swiss limited company. Our registered office and principal executive office are located at Hohstrasse 1, 8302 Kloten, Switzerland. Our telephone number in Switzerland is +41.44.512.2150. Our website address is https://newcelx.com. The information contained on, or that can be accessed through, our website is not part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are also available to the public through the SEC’s website at http://www.sec.gov.

THE OFFERING

Issuer		NewcelX Ltd.

Securities offered by the Selling Shareholder		Up to 500,000 Common Shares consisting of: (i) 19,230 Commitment Shares and (ii) up to 480,770 Common Shares that we may sell to the Selling Shareholder under the Purchase Agreement from time-to-time.

Common Shares issued and outstanding prior to the offering		5,383,871 Common Shares.

Common Shares to be outstanding after this offering ⁽¹⁾		5,883,871 Common Shares, assuming the sale of a total of 500,000 Common Shares to the Selling Shareholder pursuant to the Purchase Agreement.

Use of proceeds		We will not receive any proceeds from the sale of the Common Shares included in this prospectus by the Selling Shareholder. We may receive up to $25.0 million aggregate gross proceeds under the Purchase Agreement from sales of the Common Shares that we elect to make to the Selling Shareholder pursuant to the Purchase Agreement, if any, from time-to-time in our sole discretion, although the actual amount of proceeds that we may receive cannot be determined at this time and will depend on the number of Common Shares we sell under the Purchase Agreement and market prices at the times of such sales. In connection with the Purchase Agreement, we may request VWAP Purchases of the Total Commitment. Any proceeds that we receive from sales of our Common Shares to the Selling Shareholder or VWAP Purchases under the Purchase Agreement will be used for working capital and general corporate purposes. See “Use of Proceeds.”

Risk factors		Investing in our securities involves a high degree of risk. You should read the “Risk Factors” section starting on page 6 of this prospectus, for a discussion of factors to consider carefully before deciding to invest in the Common Shares.

Nasdaq symbol:		Our Common Shares are listed on Nasdaq under the symbol “NCEL”.

(1)

The number of the Common Shares to be outstanding immediately after this offering as shown above assumes that all of the Common Shares offered hereby are sold and is based on 5,383,871 Common Shares outstanding as of May 4, 2026. This number excludes:

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1,567,253 warrants to purchase 1,567,253 Common Shares issued as part of equity raises;

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4,368 preferred shares convertible into 26,208 Common Shares issued to accredited investors;

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46,884 preferred participation certificates convertible into 281,304 Common Shares issued to accredited investors;

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854,097 prefunded warrants convertible into 854,097 Common Shares issued to accredited investors; and

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20,881 options convertible into 20,881 Common Shares;

RISK FACTORS

Investing in our securities involves risks. Please carefully consider the risk factors described below and in our periodic reports filed with the SEC, including those set forth under the caption “Item 3. Key Information – D. Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, which is incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. You should be able to bear a complete loss of your investment.

Risks Related to the Offering

It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to the Selling Shareholder, or the actual gross proceeds resulting from those sales.

On March 31, 2025, we entered into the Purchase Agreement with the Selling Shareholder, pursuant to which the Selling Shareholder has committed to purchase up to $25.0 million of our Common Shares, subject to certain limitations and conditions set forth in the Purchase Agreement. Of the Total Commitment, to date, we have not sold any Common Shares (other than the Commitment Shares). The Common Shares that may be issued under the Purchase Agreement may be sold by us to the Selling Shareholder at our discretion from time-to-time over a 36-month period commencing on the date of the Purchase Agreement.

We generally have the right to control the timing and amount of any sales of our Common Shares to the Selling Shareholder under the Purchase Agreement. Sales of our Common Shares, if any, to the Selling Shareholder under the Purchase Agreement will depend upon market conditions and other factors. We may ultimately decide to sell to the Selling Shareholder all, some or none of the Common Shares that may be available for us to sell to the Selling Shareholder pursuant to the Purchase Agreement.

Because the purchase price per share to be paid by the Selling Shareholder for the Common Shares that we may elect to sell to the Selling Shareholder under the Purchase Agreement, if any, will fluctuate based on the market prices of Common Shares during the applicable purchase valuation period for each purchase made pursuant to the Purchase Agreement, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of Common Shares that we will sell to the Selling Shareholder under the Purchase Agreement, the purchase price per share that the Selling Shareholder will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by the Selling Shareholder under the Purchase Agreement, if any.

Moreover, although the Purchase Agreement provides that we may sell up to an aggregate of $25.0 million of our Common Shares to the Selling Shareholder; other than the Commitment Shares, only 500,000 Common Shares are being registered hereunder that we may elect to sell to the Selling Shareholder, in our sole discretion, from time-to-time from and after the date of, and pursuant to, the Purchase Agreement. Even if we elect to sell to the Selling Shareholder all of the Common Shares being registered for resale under this prospectus, depending on the market prices of our Common Shares at the time of such sales, the actual gross proceeds from the sale of all such shares may be substantially less than the $25.0 million total commitment under the Purchase Agreement, which could materially adversely affect our liquidity.

If we desire to issue and sell to the Selling Shareholder under the Purchase Agreement more than the 500,000 Common Shares being registered for resale under this prospectus, we would need to file with the SEC, one or more additional registration statements to register under the Securities Act the resale by the Selling Shareholder of any such additional Common Shares and the SEC would have to declare such registration statement or statements effective before we could sell additional shares.

Any issuance and sale by us under the Purchase Agreement of a substantial number of Common Shares in addition to the Common Shares being registered for resale by the Selling Shareholder under this prospectus could cause additional substantial dilution to our shareholders. The number of Common Shares ultimately offered for sale by the Selling Shareholder is dependent upon the number of Common Shares, if any, we ultimately sell to the Selling Shareholder under the Purchase Agreement.

Further, the resale by the Selling Shareholder of a significant number of shares registered for resale in this offering at any given time, or the perception that these sales may occur, could cause the market price of our Common Shares to decline and to be highly volatile.

Investors who buy shares at different times will likely pay different prices.

Pursuant to the Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices and numbers of shares sold to the Selling Shareholder. If and when we do elect to sell Common Shares to the Selling Shareholder pursuant to the Purchase Agreement, the Selling Shareholder may resell all, some or none of such shares at any time or from time-to-time in its discretion and at different prices. As a result, investors who purchase shares from the Selling Shareholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Shareholder in this offering as a result of future sales made by us to the Selling Shareholder at prices lower than the prices such investors paid for their shares in this offering.

We may require additional financing to sustain our operations and without it we will not be able to continue operations.

The extent to which we rely on the Selling Shareholder as a source of funding will depend on a number of factors, including the prevailing market price of our Common Shares, our ability to meet the conditions necessary to deliver advance notices under the Purchase Agreement and the extent to which we are able to secure funding from other sources. Regardless of the amount of funds we ultimately raise under the Purchase Agreement, if any, we expect to continue to seek other sources of funding. Even if we were to sell to the Selling Shareholder the total commitment of $25.0 million, of which to date we have not sold any Common Shares (other than the Commitment Shares), under the Purchase Agreement we will still need additional capital to fully implement our business plan.

Future sales and issuances of our Common Shares or other securities might result in significant dilution and could cause the price of our Common Shares to decline.

To raise capital, we may sell Common Shares, convertible securities or other equity securities in one or more transactions other than those contemplated by the Purchase Agreement, at prices and in a manner we determine from time-to-time. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional Common Shares, or securities convertible or exchangeable into Common Shares, in future transactions may be higher or lower than the price per share paid by investors in this offering. Any sales of additional shares will dilute our stockholders.

Sales of a substantial number of Common Shares in the public market or the perception that these sales might occur could depress the market price of our Common Shares and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our Common Shares. In addition, the sale of substantial numbers of our Common Shares could adversely impact their price.

Management will have broad discretion as to the use of the proceeds from the Purchase Agreement or any potential VWAP Purchase and uses may not improve our financial condition or market value.

Because we have not designated the amount of net proceeds or potential VWAP Purchase from the Purchase Agreement to be used for any particular purpose, our management will have broad discretion as to the application of such proceeds. Our management may use the proceeds for working capital and general corporate purposes that may not improve our financial condition or advance our business objectives.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve substantial risks and uncertainties. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may”, “will”, “expect”, “anticipate”, “estimate”, “continue”, “believe”, “should”, “intend”, “project” or other similar words, but are not the only way these statements are identified.

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our product candidates, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

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the regulatory pathways that we may elect to utilize in seeking European Medicines Agency, or EMA, the U.S. Food and Drug Administration, or FDA, and other regulatory approvals;

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our ability to drive revenue growth, enhance research and development capabilities, and improve financial performance is subject to uncertainties;

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that our financial position raises substantial doubt about our ability to continue as a going concern;

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our ability to maintain listing and effectively comply with the listing requirements of the Nasdaq;

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changes in technology and market requirements;

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potential delays or obstacles in launching or completing clinical trials, including our expectations regarding the timing of commencing further clinical trials, the process entailed in conducting each such trial, including dosages, and the order of such trials with each of our product candidates or whether such trials will be conducted at all;

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competitive companies, technologies and our industry;

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the development and commercialization, if any, of any other product candidates that we may seek to develop;

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products that may not be approved by regulatory agencies;

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technologies that may not be validated or accepted by the scientific community;

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the inability to retain or attract key employees;

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unforeseen scientific difficulties with products in development;

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the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and our ability to operate our business without infringing the intellectual property rights of others;

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higher-than-expected product costs;

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results in the laboratory that do not translate to clinical success;

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insufficient patent protection; possible adverse safety outcomes;

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our ability to establish and maintain strategic partnerships and other corporate collaborations;

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risks related to changes in healthcare laws, rules and regulations in the United States or elsewhere;

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delays in developing or introducing new technologies, products, or applications;

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competitive pressures that could reduce market share or pricing;

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the overall global political and economic environment in the countries in which we operate;

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security, political and economic instability in the Middle East that could harm our business, including due to the current security situation in Israel; and

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those factors referred to in our most recent Annual Report on Form 20-F (or any updates in our Reports on Form 6-K) incorporated by reference herein in “Item 3. Key Information - D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects,” as well as in our most recent Annual Report on Form 20-F generally, which is incorporated by reference into this prospectus.

Those factors are also discussed in the section “Risk Factors” beginning on page 6 of this prospectus.

These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in this prospectus in greater detail under the heading “Risk Factors” on page 6 of this prospectus. You should not rely upon forward-looking statements as predictions of future events.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether or not, as a result of new information, future events or otherwise, after the date of this prospectus.

USE OF PROCEEDS

This prospectus relates to our Common Shares that may be offered and sold from time-to-time by the Selling Shareholder. All of the Common Shares offered by the Selling Shareholder pursuant to this prospectus will be sold by the Selling Shareholder for its own account. We will not receive any of the proceeds from these sales.

We may receive up to $25.0 million aggregate gross proceeds under the Purchase Agreement from any sales we make to the Selling Shareholder pursuant to the Purchase Agreement. To date, we have not sold any Common Shares (other than the Commitment Shares), pursuant to the Purchase Agreement. However, we are unable to estimate the actual amount of proceeds that we may receive, as it will depend on the number of shares that we choose to sell, our ability to meet the conditions to purchases set forth in Purchase Agreement, market conditions and the price of our Common Shares, among other factors.

We expect to use any proceeds that we receive under the Purchase Agreement for working capital, which includes research and development to advance our technology, general corporate purposes, and pursuing strategic opportunities which include expanding our pipeline and investments in other companies that may not necessarily be aligned with our current business strategy. We cannot provide any assurance that we will be able to carry out any potential investments we may identify. As of the date of this prospectus, we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any net proceeds we receive. Accordingly, we will retain broad discretion over the use of these proceeds.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our Common Shares and do not anticipate paying any cash dividends in the foreseeable future. Payment of cash dividends, if any, in the future will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2025:

	●	on an actual basis; and

	●	on a pro forma basis to give effect to the (i) issuance and sale of 272,726 Common Shares and 218,181 pre-funded warrants at a purchase price of $2.75 per share and per pre-funded warrant together with common warrants to purchase up to an aggregate of 687,270 common shares in the April 2026 PIPE for aggregate gross proceeds of $1.35 million (ii) conversion of 250,000 prefunded warrants to 250,000 Common Shares, and (iii) conversion of 9,945 preferred participation certificates and 662 preferred shares into an aggregate of 63,640 Common Shares, as if such events had occurred on December 31, 2025; and

	●	On a pro forma as adjusted basis to give effect to the issuance and sale to give effect to the issuance and sale of 500,000 Common Shares that we may sell to the Selling Shareholder under the Purchase Agreement from time-to-time, at an assumed offering price of $3.78 per ordinary share, which is the last reported sales price of our Common Shares on the Nasdaq on May 4, 2026, after deducting the estimated offering expenses by us, as if such event had occurred on December 31, 2025.

The information in this table should be read in conjunction with and is qualified by reference to the financial information thereto and other financial information incorporated by reference into this prospectus, including the section entitled “Item 5. Operating and Financial Review and Prospects” and our financial statements and related notes included in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on May 4, 2026, and incorporated by reference herein.

	As of December 31, 2025
U.S. dollars in thousands	Actual (audited)			Pro Forma (unaudited)			Pro Forma as adjusted (unaudited)
Cash and cash equivalents	$	2,201		$	3,551		$	5,368
Shareholders’ equity:
Preferred shares, CHF 0.05 par value, 5,029 registered shares issued and outstanding actual; 4,368 registered shares issued and outstanding pro forma; and 4,368 registered shares issued and outstanding pro forma as adjusted		*			*			*
Preferred participation certificates, CHF 0.05 par value, 56,829 registered shares issued and outstanding actual; 46,884 registered shares issued and outstanding pro forma; and 46,884 registered shares issued and outstanding pro forma as adjusted		4			3			3
Common shares, CHF 0.05 ($0.06) par value, 4,797,505 registered shares issued and outstanding actual; 5,383,871 registered shares issued and outstanding pro forma; and 5,883,871 registered shares issued and outstanding pro		291			323			353
Additional paid-in capital		93,691			95,010			96,797
Accumulated deficit		(84,891	)		(84,891	)		(84,891	)
Foreign currency translation reserve		(1,845	)		(1,845	)		(1,845	)
Total shareholders’ equity		7,250			8,600			10,417

The table above is based on 4,797,505 Common Shares outstanding as of December 31, 2025. This number excludes:

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238,129 warrants to purchase 238,129 Common Shares issued as part of equity raises;

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5,029 preferred shares convertible into 5,029 Common Shares issued to accredited investors;

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56,829 preferred participation certificates convertible into 56,829 Common Shares issued to accredited investors;

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885,916 prefunded warrants convertible into 885,916 Common Shares issued to accredited investors; and

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11,010 options convertible into 11,010 Common Shares;

Unaudited Pro Forma Condensed Combined Financial Information

Pursuant to the Merger Agreement, among other things, (i) Kadimastem merged with and into Merger Sub, with Merger Sub as the surviving company, and (ii) at the effective time of the Merger (the “Effective Time”), each issued and outstanding ordinary share of Kadimastem, no par value (“Kadimastem Ordinary Share”), was exchanged for and automatically converted into the right to receive from NewcelX that certain number of fully paid and nonassessable common shares, 0.05 Swiss Franc (CHF) par value per share, of NewcelX (“common share”) as calculated in accordance with the terms of the Merger Agreement. Pursuant to the Merger Agreement, the holders of Kadimastem ordinary shares outstanding immediately prior to the Merger received 0.706 NewCelX common shares in exchange for each Kadimastem ordinary share in the Merger. The exchange ratio also reflects the 1-for-10 reverse share split effected by NewCelX in connection with the Merger. In connection with the consummation of the Merger, NewcelX changed its name from “NLS Pharmaceutics Ltd.” to “NewcelX Ltd.”.

At the Closing, each warrant to purchase ordinary shares of Kadimastem, or Kadimastem Warrant, and option to acquire ordinary shares of Kadimastem, or Kadimastem Option, was converted into warrants to purchase a number of NewcelX, as determined by NewcelX, or Adjusted Warrants, and options to purchase a number of ordinary shares of NewcelX, as determined by NewcelX, or Adjusted Options, respectively, based on the Exchange Ratio. The Adjusted Warrants and the Adjusted Options have substantially similar terms and conditions as were applicable to the NewcelX Warrants and NewcelX Options immediately prior to the Closing.

The unaudited pro forma condensed combined financial information is provided for illustrative purposes only, does not necessarily reflect what the actual consolidated results of operations would have been had the acquisition occurred on January 1, 2025 and may not be useful in predicting future consolidated results of operations. The pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X under Securities Act of 1933, as amended.

For accounting purposes, the Merger was treated as a reverse triangular merger pursuant to ASC 805 Business Combinations such that NLS has been identified as the legal acquirer as it issued securities to Kadimastem whose equity interests are acquired (legal acquiree) and was the acquirer for accounting purposes. The Merger was accounted for using the acquisition method.

The unaudited pro forma combined statement of operations and comprehensive loss for the year ended December 31, 2025 combine the historical statements of operations of NewcelX and Kadimastem, giving effect to the Merger as if it had occurred on January 1, 2025.

The following unaudited pro forma condensed combined financial information presents the pro forma effects of the Merger.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

AND COMPREHENSIVE LOSS

FOR THE YEAR ENDED DECEMBER 31, 2025

(In thousands, except share and per share amounts)	NewcelX Ltd			NLS Pharmaceuticals Ltd.			Transaction Accounting Adjustments		Note References	Pro Forma Combined NewcelX Ltd.
Operating expenses:
Research and development, net	$	(1,126	)	$	(232	)	$	-		$	(1,358	)
General and administrative		(1,348	)		(4,176	)		-	A		(5,524	)
Other Expense		(88	)		-			-			(88	)
Operating Loss		(2,562	)		(4,408	)		-			(6,970	)

Finance income		369			-			-			369
Finance expenses		(6,107	)		(16	)		6,008	B		(115	)
Finance expenses, net		(5,738	)		(16	)		6,008			254

Net Loss		(8,300	)		(4,424	)		6,008			(6,716	)

Net loss attributable to common shareholders		(8,300	)		(4,424	)		6,008			(6,716	)

Basic and diluted loss per share (in USD)	$	(2.16	)	$	-		$	-		$	(1.64	)

Weighted average common shares used in computing basic and diluted net loss per common share
Basic and Diluted		3,843,907			-			-	C		4,099,606

Comprehensive (loss) income:
Net Loss	$	(8,300	)	$	(4,424	)	$	6,008		$	(6,716	)

Adjustments arising from translating financial statements from functional currency to presentation currency		(751	)		-			-			(751	)

Total comprehensive loss	$	(9,051	)		(4,424	)		6,008		$	(7,467	)

See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Information

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Transaction Accounting Adjustments

Transaction adjustments are necessary to reflect the impact on the statement of operations and comprehensive loss of the acquisition as if the companies had been combined as of January 1, 2025. The transaction adjustments included in the unaudited pro forma condensed combined financial information are as follows:

Historical general and administrative expenses of NLS Pharmaceuticals Ltd. include $1,315 thousand of one-time transaction costs related to the merger, mainly professional, legal, and advisory fees.

Reflects the elimination of interest expense on convertible notes and related changes in fair value of derivative liability, which were converted immediately prior to the closing of the Merger.

The weighted average shares calculation gives retroactive effect to the exchange ratio of 0.706 as if the merger had occurred on January 1, 2025.

DESCRIPTION OF SHARE CAPITAL

This section of the prospectus includes a description of the material terms of the articles of association and of applicable Swiss law. The following description is intended as a summary only and does not constitute legal advice regarding those matters and should not be regarded as such. The description is qualified in its entirety by reference to the complete text of the articles of association, which are filed as an exhibit to the registration statement of which this prospectus forms a part. You are urged to read the full text of the articles of association.

General

NewcelX is incorporated as a share corporation (Aktiengesellschaft) organized under the laws of Switzerland in accordance with articles 620 et seqq. of the CO with its registered office located at Hohstrasse 1, 8302 Kloten, Switzerland, registration number CHE-447.067.367. Neither the articles of association nor the operation of law limit the duration of NewcelX.

Capital Structure of NewcelX

Issued Share Capital

As of the date of this prospectus, 5,383,871 Common Shares, with a par value of CHF 0.05, are issued and outstanding, 4,368 fully paid-in registered shares (Preferred Shares), with a par value of CHF 0.05, are issued and outstanding, and a participation capital (non-voting capital) of CHF 2,334, divided into 46,884 fully paid-in participation certificates (“PPC”), with a par value of CHF 0.05, are issued and outstanding.

Share Classes

The articles of association provide for three different classes of NewcelX shares: Common Shares, Preferred Shares and PPCs, each with a par value of CHF 0.05. Each Common Share and Preferred Share will carry one vote in general meetings of NewcelX, and the Common Shares as well as the Preferred Shares will be listed on the Nasdaq.

Ordinary Capital Increase, Capital Band and Conditional Share Capital

Under Swiss law, we may increase our share capital (Aktienkapital) with a resolution of the general meeting of shareholders (ordinary capital increase) that must be carried out by the board of directors within six months in order to become effective. In the case of subscription and increase against payment of contributions in cash, a resolution passed by an absolute majority of the shares represented at the general meeting of shareholders is required. In the case of subscription and increase against contributions in kind or to fund acquisitions in kind, when shareholders’ statutory pre-emptive rights are withdrawn or where transformation of reserves into share capital is involved, a resolution passed by two-thirds of the shares represented at a general meeting of shareholders and the absolute majority of the nominal amount of the shares represented is required.

Under the Swiss Code of Obligations, or the CO, our shareholders, by a resolution passed by two-thirds of the votes represented at a general meeting of shareholders and the absolute majority of the nominal amount of the shares represented, may empower our board of directors to issue shares of a specific aggregate nominal amount up to a maximum of 50% of the share capital in the form of:

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capital band (Kapitalband) to be utilized by the board of directors within a period determined by the shareholders but not exceeding five years from the date of the shareholder approval; or

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conditional capital (bedingtes Kapital) for the purpose of issuing shares in connection with, among other things, (i) option and conversion rights granted in connection with warrants and convertible bonds of the Company or one of our subsidiaries or (ii) grants of rights to employees, members of our board of directors or consultants or our subsidiaries or other persons providing services to the Company or a subsidiary to subscribe for new shares (conversion or option rights).

Our Capital Band

As of December 31, 2025, the articles of association authorized our board of directors to increase the share capital (within a period of no more than five years) and set forth the nominal amount by which the board of directors may increase the share capital (such authorized capital may not exceed one-half of the existing share capital). The articles of association provided for capital band under article 3a of the articles of association according to which the capital band shall have an upper limit of CHF 428,911.80 and the board of directors was authorized at any time until August 19, 2030, to increase the share capital by a maximum of CHF 142,970.60 once or several times and in any amount by issuing up to 2,859,412 Common Shares. The articles of association also explicitly set forth the events for which a restriction or exclusion of the pre-emptive rights from the current shareholders is permitted.

Under our articles of association as of the date of the Annual Report, the capital band has an upper limit of CHF 428,911.80 and the board of directors is authorized at any time until August 19, 2030, to increase the share capital by a maximum of CHF 84,061.80 once or several times and in any amount by issuing up to 1,681,236 Common Shares.

Within the limits of Swiss law, a general meeting of shareholders may increase or alter the capital band granted to the board of directors.

To affect any capital increase based on a capital band, the Company will have to follow the relevant procedures under Swiss law. In particular, the Company’s board of directors will have to issue a capital increase report (Kapitalerhöhungsbericht), approve a notarized confirmation resolution (Feststellungsbeschluss) on the capital increase and the articles of association, and obtain (i) duly executed subscription form(s) covering the subscription of the relevant number of new shares, (ii) a report of an audit firm relating to the withdrawal of the pre-emptive rights, as well as (iii) a banking confirmation confirming the payment of the aggregate nominal value of the respective number of new shares to a special Swiss bank account, all in accordance with Swiss law. The Company’s board of directors will subsequently have to file the relevant documentation accompanied by an application form with the competent commercial register. Any issuance of common shares based on such filing(s) is subject to the recording of the respective capital increase(s) in the commercial register in accordance with Swiss law and its publication in the electronic Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt).

Our Conditional Share Capital

Conditional Share Capital for Shareholders’ Options

As per our current version of the articles of association as of the date of this prospectus and as of December 31, 2025, our nominal share capital may be increased by a maximum aggregate amount of CHF 120,470.60 through the issuance of not more than 2,409,412 registered shares with a nominal value of CHF 0.05 each (common shares), which would have to be fully paid-in, by the exercise of option rights granted to new shareholders in connection with a public offering of the Company and the listing of the shares or which are granted instead of shares in case of existing voting rights limitations or which are granted in connection with or to cover financing commitments. Shareholders will not have pre-emptive subscription rights in such circumstances. The holders of options are entitled to the new shares upon the exercise of the options. Warrants that have been exercised in the meantime are not yet reflected in the articles of association of the Company by means of an increase of the issued share capital and the respective reduction of the conditional share capital.

Conditional Share Capital for Employee and Advisory Options

As per our current version of the articles of association as of the date of this prospectus and as of December 31, 2025, our nominal share capital may, to the exclusion of the pre-emptive subscription rights of shareholders, be increased out of the conditional share capital of the Company by a maximum aggregate amount of CHF 22,500 through the issuance of not more than 450,000 registered Common Shares with a nominal value of CHF 0.05 each, which would have to be fully paid-in, by the exercise of option or conversion rights that have been granted to employees, members of the board of directors or consultants of the Company or of one of our subsidiaries, if any, or other persons providing services to the Company or a subsidiary, if any, through one or more equity incentive plans created by the board of directors. If this conditional share capital is not sufficient for our future equity incentive plan, then we intend to rely on the capital band, which we will have to dedicate for that purpose, or, alternatively, if such conditional or capital band is not sufficient, then we intend to seek shareholder approval for the equity incentive plan(s) that we may seek to implement. The exercise of the conversion or option rights and the waiver of these rights shall be in writing or electronically. The electronic exercise or waiver does not require a qualified electronic signature.

Pre-emptive Rights

Pursuant to the CO, shareholders have pre-emptive rights (Bezugsrechte) to subscribe for new issuances of shares. With respect to conditional capital in connection with the issuance of conversion rights, convertible bonds or similar debt instruments, shareholders have advance subscription rights (Vorwegzeichnungsrechte) for the subscription of conversion rights, convertible bonds or similar debt instruments.

A resolution passed at a general meeting of shareholders by two-thirds of the votes represented and the absolute majority of the nominal value of the shares represented may authorize our board of directors to withdraw or limit pre-emptive rights and/or advance subscription rights in certain circumstances. If pre-emptive rights are granted, but not exercised, the board of directors may allocate the pre-emptive rights as it elects.

With respect to our capital band, the board of directors is authorized by our articles of association to withdraw or to limit the pre-emptive rights of shareholders, and to allocate them to third parties or to us, in the event that the newly issued shares are used for a purpose set forth in our articles of association.

Uncertificated Securities

Our shares are uncertificated securities (Wertrechte, within the meaning of the CO) and, if and when administered by a financial intermediary (Verwahrungsstelle, within the meaning of the Federal Act on Intermediated Securities, or FISA), qualify as intermediated securities (Bucheffekten, within the meaning of the FISA). In accordance with art. 973c of the CO, we maintain a non-public register of uncertificated securities (Wertrechtebuch).

If registered in our share register, a shareholder may at any time request from us a written confirmation with respect to such person’s shares. The Company may issue certificates representing one or several shares at any time. Shareholders are not entitled, however, to request the printing and delivery of certificates.

Participation Certificates and Profit-sharing Certificates

As the date of this prospectus, the Company had 46,884 Preferred Shares (Vorzugsaktien) issued and outstanding. The Company also had 4,368 preferred participation certificates (Partizipationsscheine) with a nominal value of CHF 0.05 issued as of such date. The Company had no profit sharing certificates (Genussscheine) issued as of such date.

The Preferred Shares confer the following privileges: Dividends resolved by the general meeting are distributed to the holder of Preferred Shares and preferred participation certificates until they have received 8% of the issue price of their Preferred Shares or preferred participation certificates. If the dividend falls short of this amount, it shall be distributed among the holders of Preferred Shares and preferred participation certificates according to the nominal values held by them. In second priority, the dividends are distributed to the holders of Common Shares, Preferred Shares and preferred participation certificates in accordance with the statutory provisions. If new Preferred Shares are issued, the holders of Preferred Shares shall have the right to subscribe for all newly issued Preferred Shares in proportion to their respective participation in the total nominal value of the Preferred Shares. If holders of Preferred Shares do not exercise their subscription rights, these are offered once to the other holders of Preferred Shares for subsequent subscription. After that, any subscription rights not exercised by the holders of Preferred Shares shall be allocated to the holders of Common Shares. Each category of shares is entitled to be represented on the board of directors by at least one member.

No Additional Capital Contributions

Under Swiss law, shareholders are not obliged to make any capital contribution in excess of the subscription amount, which can be under no circumstance less than the nominal value per share.

General Meeting of Shareholders: Meetings and Powers

The general meeting of shareholders is our supreme corporate body. Under Swiss law, an annual, ordinary general meeting of shareholders must be called on an annual basis and we may hold extraordinary general meetings of shareholders in addition to any annual general meeting. Under Swiss law, an ordinary general meeting of shareholders must be held annually within six months after the end of a corporation’s financial year. In our case, this means on or before the 30^th day of June.

The following (non-exhaustive) powers are vested exclusively in the general meeting of shareholders:

	●	adopting and amending our articles of association;

	●	electing the members of the board of directors, the chairman of the board of directors, the members of the compensation, nomination and governance committee, the auditors and the independent proxy holder (a person annually elected by the general meeting of shareholders and who may represent our shareholders at a general meeting of shareholders as a proxy solicitor);

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approving the annual report, the annual statutory financial statements and the consolidated financial statements, and deciding on the allocation of profits as shown on the balance sheet, in particular with regard to dividends and bonus payments to members of the board of directors;

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approving the compensation of members of the board of directors and executive management, which under Swiss law is not necessarily limited to the executive officers;

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discharging the members of the board of directors and executive management from liability with respect to their tenure in the previous financial year;

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dissolving the Company with or without liquidation; and

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deciding matters reserved to the general meeting of shareholders by law or our articles of association or that are presented to it by the board of directors.

An extraordinary general meeting of shareholders may be called by a resolution of the board of directors or, under certain circumstances, by our auditor, liquidator or bondholder (or the representatives of convertible bondholders), if any. In addition, in accordance with the CO, the board of directors is required to convene an extraordinary general meeting of shareholders if shareholders representing at least 5 percent of our share capital or votes request such general meeting of shareholders in writing. Such request must set forth the items to be discussed and the proposals to be acted upon. According to the CO, if the most recent annual accounts indicate that the assets less the liabilities no longer cover half of the sum of the share capital, the statutory capital reserve not to be repaid to the shareholders and the statutory retained earnings, the board of directors shall take measures to rectify the loss of capital. It shall take, where necessary, further measures to restructure the company or shall convene an extraordinary general meeting to request the approval of such measures if they fall within the competence of the general meeting.

Voting and Quorum Requirements

Shareholder resolutions and elections (including elections of members of the board of directors) require the affirmative vote of the absolute majority of shares represented at the general meeting of shareholders, unless otherwise stipulated by law.

A resolution of the general meeting of shareholders passed by two-thirds of the votes represented at the meeting and the absolute majority of the nominal value of the shares represented is required for:

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any amendment of the Company’s objectives;

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the consolidation of shares, insofar as this does not require the consent of all shareholders concerned;

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the introduction of shares with preferential voting rights;

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any restriction on the transferability of registered shares;

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creating capital band or conditional share capital;

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a capital increase funded by equity, against contributions in kind or for the purpose of funding acquisitions in kind and the granting of special privileges;

●

the conversion of participation certificates into shares;

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any restriction or cancellation of the subscription right (i.e., pre-emptive rights);

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the change of the currency of the Company’s share capital;

●

the introduction of the casting vote of the chairperson in the general meeting;

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a relocation of the seat (registered office) of the Company;

●

the delisting of the Company’s equity securities;

●

a provision in the articles of association concerning the holding of the general meeting abroad;

●

the introduction of an arbitration clause in the articles of association; and

●

the dissolution of the Company.

The same voting requirements apply to resolutions regarding transactions among corporations based on Switzerland’s Federal Act on Mergers, Demergers, Transformations and the Transfer of Assets, or the Merger Act (including a merger, demerger, or conversion of a corporation).

In accordance with Swiss law and generally accepted business practices, our articles of association do not provide quorum requirements generally applicable to general meetings of shareholders. Additionally, before a resolution to approve the management report and consolidated accounts can be passed, our auditor must also be present at such general meeting of the shareholders, unless the general meeting of the shareholders waives such attendance by unanimous decision of those present. To this extent, our practice varies from the requirement of Nasdaq Listing Rule 5620(c), which requires an issuer to provide in its bylaws for a generally applicable quorum, and that such quorum may not be less than one-third of the outstanding voting stock.

Notice

General meetings of shareholders must be convened by the board of directors at least twenty days before the date of the meeting. The general meeting of shareholders is convened by way of a notice appearing in our official publication medium, currently the Swiss Official Gazette of Commerce. Registered shareholders may also be informed by letter, facsimile or electronic mail. The notice of a general meeting of shareholders must state the items on the agenda, the proposals to be acted upon and, in case of elections, the names of the nominated candidates. Except in the limited circumstances listed below, a resolution may not be passed at a general meeting without proper notice. This limitation does not apply to proposals to convene an extraordinary general meeting of shareholders, the initiating of a special audit or the election of an auditor upon request of a shareholder. No previous notification is required for proposals concerning items included in the agenda or for debates that do not result in a vote. The notice period for a general meeting of shareholders may be waived if all shareholders are present or represented at such meeting (Universalversammlung).

Agenda Requests

Pursuant to Swiss law, Shareholders may request that items be placed on the agenda, provided they together hold at least 0.5 per cent of the share capital or of the votes in the Company. To be timely, the shareholder’s request must be received by us at least 30 calendar days in advance of the meeting. The request must be made in writing and contain, for each of the agenda items, the following information:

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a brief description of the business desired to be brought before the ordinary general meeting of shareholders and the reasons for conducting such business at the ordinary general meeting of shareholders;

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the name and address, as they appear in the share register, of the shareholder proposing such business; and

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all other information required under the applicable laws and stock exchange rules.

In accordance with Swiss law, a business report, compensation report (as prepared by our board of directors) and an auditor’s report must be made available no later than 20 days prior to the ordinary general meeting of shareholders. If the documents are not electronically accessible, any shareholder may request that they be sent to them in good time.

Voting Rights

The right to vote, and the other rights of share ownership, may only be exercised by shareholders (including any nominees) or usufructuaries (a person who has the right to enjoy the use and advantages of another’s property short of the destruction or waste of its substance), who are entered in our share register at cut-off date determined by the board of directors, as authorized by our articles of association and Swiss law. Those entitled to vote in the general meeting of shareholders may be represented by the independent proxy holder (annually elected by the general meeting of shareholders), another registered shareholder or third person with written authorization to act as proxy or the shareholder’s legal representative. The chairman of the board of directors has the power to decide whether to recognize a power of attorney.

Dividends and Other Distributions

Our board of directors may propose to shareholders that a dividend or other distribution be paid but cannot authorize the distribution itself. Dividend payments require a resolution passed by an absolute majority of the shares represented at a general meeting of shareholders. In addition, our auditor must confirm that the dividend proposal of our board of directors conforms to Swiss statutory law and our articles of association.

Under Swiss law, we may pay dividends if we have sufficient distributable profits brought forward from the previous business years (Gewinnvortrag), or if we have distributable reserves (frei verfügbare Reserven), each as evidenced by our audited stand-alone statutory balance sheet prepared pursuant to Swiss law, and after allocations to reserves required by Swiss law and the articles of association have been deducted. The general meeting may also resolve to pay an interim dividend based on an interim account. The external auditor must review the interim account before the general meeting passes the resolution. The provisions governing dividends apply.

Under our articles of association and in accordance with Swiss law, only our shareholders have the power to approve the payment of any dividends.

Distributable reserves are generally booked either as “free reserves” (freie Reserven) or as “reserve from capital contributions” (Reserven aus Kapitaleinlagen). Under the CO, 5 percent of the annual profit shall be assigned to the statutory retained earnings (gesetzliche Gewinnreserve). The statutory retained earnings (gesetzliche Gewinnreserve) shall be increased until, when taken together with the statutory capital reserve (gesetzliche Kapitalreserve), they reach one half of the share capital specified in the commercial register. The CO permits us to accrue additional general reserves. Further, a purchase of our own shares (whether by us or a subsidiary) reduces the distributable reserves in an amount corresponding to the purchase price of such own shares. Finally, the CO, under certain circumstances, requires the creation of revaluation reserves which are not distributable.

Distributions out of issued share capital (i.e. the aggregate nominal value of our issued shares) are not allowed and may be made only by way of a share capital reduction. Such a capital reduction requires a resolution passed by an absolute majority of the shares represented at a general meeting of shareholders. The resolution of the shareholders must be recorded in a public deed, and a special audit report must confirm that claims of our creditors remain fully covered despite the reduction in the share capital recorded in the commercial register. The share capital may be reduced below CHF 100,000 only if and to the extent that at the same time the statutory minimum share capital of CHF 100,000 is reestablished by sufficient new fully paid-up capital.

If the share capital is reduced, the board of directors shall notify the creditors that they may request security by registering their claims. The notice must be published in the Swiss Official Gazette of Commerce. Applications to register claims must be made in writing, specifying the amount of and legal grounds for the claim. The company must secure the creditors’ claims to the extent that the previous cover has been reduced by the capital reduction, provided the creditors request it to do so within 30 days of publication in the Swiss Official Gazette of Commerce. The obligation to secure claims lapses if the company meets the claim or proves that there is no risk that the claim will not be met as a result of reducing the share capital. If the audit confirmation is available, it may be presumed that there is no risk that the claim will not be met.

Our board of directors determines the date on which the dividend entitlement starts. Dividends are usually due and payable shortly after the shareholders have passed the resolution approving the payment; however, the shareholders, upon request of the board of directors, may resolve at the general meeting of shareholders to defer the due date of the dividend payments (e.g., in quarterly or other installments).

Transfer of Shares

Shares in uncertificated form (Wertrechte) may only be transferred by way of assignment. Shares that constitute intermediated securities (Bucheffekten) may only be transferred when a credit of the relevant intermediated securities to the acquirer’s securities account is made in accordance with the relevant provisions of the FISA.

Voting rights may be exercised only after a shareholder has been entered in our share register (Aktienbuch) with his, her or its name and address (in the case of legal entities, the registered office) as a shareholder with voting rights. Any acquirer of our shares who is not registered in our share register as a shareholder with voting rights will, assuming the acquirer holds our shares as of the record date, still be entitled to dividends and other rights with financial value with respect to such shares.

Inspection of Books and Records

Under the CO, a shareholder has a right to inspect our share register with respect to his own shares and otherwise to the extent necessary to exercise his shareholder rights. No other person has a right to inspect our share register. Our books and correspondence may be inspected with the express authorization of the general meeting of shareholders or by resolution of the board of directors and subject to the safeguarding of our business secrets.

If the shareholders’ inspection rights, as outlined above, prove to be insufficient in the judgment of the shareholder, any shareholder may propose to the general meeting of shareholders that specific facts be examined by a special audit in a special investigation. If the general meeting of shareholders approves the proposal, a company or any shareholder may, within 30 calendar days after the general meeting of shareholders, request the competent court in Kloten (Zurich), where our registered office is located, to appoint a special auditor. If the general meeting of shareholders rejects the request, one or more shareholders representing at least 5 percent of the share capital or votes may within three months’ request that the court appoint a special auditor. The court will issue such an order if the petitioners can demonstrate that the board of directors, any member of the board of directors or our executive management infringed the law or our articles of association and thereby caused damages to the Company or our shareholders.

Compulsory Acquisitions; Appraisal Rights

Business combinations and other transactions that are governed by the Swiss Merger Act (i.e. mergers, demergers, transformations and certain asset transfers) are binding on all shareholders. A statutory merger or demerger requires approval of two-thirds of the shares represented at a general meeting of shareholders and the absolute majority of the nominal value of the shares represented.

If a transaction under the Swiss Merger Act receives all of the necessary consents, there are no appraisal rights and all shareholders are compelled to participate.

Swiss corporations may be acquired by an acquirer through the direct acquisition of the share capital of the Swiss corporation. The Swiss Merger Act provides for the possibility of a so-called “cash-out” or “squeeze-out” merger if the acquirer controls 90% of the outstanding shares. In these limited circumstances, minority shareholders of the corporation being acquired may be compensated in a form other than through shares of the acquiring corporation (for instance, through cash or securities of a parent corporation of the acquiring corporation or of another corporation). Following a statutory merger or demerger, pursuant to the Merger Act, shareholders can file an appraisal action against the surviving company. If the consideration is deemed inadequate, the court will determine an adequate compensation payment.

In addition, under Swiss law, the sale of “all or substantially all of our assets” (faktische Liquidation) by us may require the approval of two-thirds of the number of shares represented at a general meeting of shareholders and the absolute majority of the nominal value of the Common Shares represented. Whether a shareholder resolution is required depends on the particular transaction, including whether the following test is satisfied:

	●	a core part of our business is sold without which it is economically impracticable or unreasonable to continue to operate the remaining business;

	●	our assets, after the divestment, are not invested in accordance with our statutory business purpose; and

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the proceeds of the divestment are not earmarked for reinvestment in accordance with the Company’s business purpose but, instead, are intended for distribution to our shareholders or for financial investments unrelated to our business.

Board of Directors

Pursuant to Swiss law and according to our articles of association, the board of directors shall consist of three or more members, none of which need to be shareholders.

Swiss law requires that any listed company exceeding two of the three thresholds specified in art. 727 para.1 no. 2 of the CO in two successive financial years shall have each gender represented by at least 30% on the board of directors and 20% on the executive management team. If a company fails to comply, it must be disclosed in the remuneration report, including an explanation and a designation of measures to be taken to reconcile the failed compliance. For our board of directors, this rule will apply, subject to meeting the thresholds required under the CO, from the business year 2026, whereas for the executive management from the business year 2031. The triggering thresholds are (i) a balance sheet total of 20 million CHF, (ii) sales revenue of 40 million CHF and (iii) an average of 250 full-time per year.

The members of our board of directors are elected by the general meeting of shareholders for a term of one year. A year within the meaning of this provision is the period between two ordinary general meetings of shareholders. If a member of the board of directors retires or is replaced, his successor shall continue in office until the end of his predecessor’s term. Each member of our board of directors must be elected individually.

Powers

Our board of directors has the following non-delegable and inalienable powers and duties:

	●	the overall management of the company and the issuing of all necessary directives;

	●	determination of our appropriate management organization, including the power to define responsibilities and duties of our corporate bodies as well as our internal hierarchy;

	●	the organization of the accounting, financial control and financial planning systems as required for management of the Company;

	●	the appointment and dismissal of persons entrusted with managing and representing the Company;

	●	overall supervision of the persons entrusted with managing the Company, in particular with regard to compliance with the law, articles of association, operational regulations and directives;

	●	compilation and issuance of an annual report, preparation for the general meeting and implementation of its resolutions;

	●	notification to the court in the event that the Company is over-indebted; and

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preparing the remuneration report.

According to Article 17 of our articles of association, the board of directors may assign the preparation and the implementation of its resolutions or the supervision of business transactions with regard to the non-transferable and inalienable duties to committees or individual members. In the event that our board of directors assigns duties in accordance with our articles of association and Swiss law, the board of directors shall design and implement reporting policies describing how such an assignment would be carried out by a committee or individual member.

Based on Article 18 of our articles of association, our board of directors may completely or partially delegate the power to manage the Company to one or more of its members (managing directors) or to third persons (managers).

Indemnification of Executive Management and Directors

According to Swiss Law and our articles of association, the general meeting of shareholders has the authority to grant discharge to the members of the board of directors from liability. The effect of the resolution of release (discharge) by the general meeting of shareholders is effective only for disclosed facts and only as against the Company and those shareholders who approved the resolution or who have since acquired their shares in full knowledge of the resolution. The right of action of other shareholders lapses twelve months after the resolution of release.

In addition, under general principles of Swiss employment law, an employer may be required to indemnify an employee against losses and expenses incurred by such employee in the proper execution of their duties under the employment agreement with the employer.

Conflict of Interest, Management Transactions

The CO provides that the members of the board of directors and the executive management inform the board of directors immediately and comprehensively of any conflicts of interest affecting them. The board of directors shall take the measures required to safeguard the company’s interests. Our directors and executive officers are personally liable to us for a breach of these provisions. In addition, Swiss law contains provisions under which directors and all persons engaged in the Company’s management are liable to the Company, each shareholder and the Company’s creditors for damages caused by an intentional or negligent violation of their duties. Furthermore, Swiss law contains a provision under which payments made to any of the Company’s shareholders or directors or any person associated with any such shareholder or director, other than payments made at arm’s length, must be repaid to the Company if such shareholder or director acted in bad faith.

Principles of Compensation of the Board of Directors and Executive Management

Pursuant to Swiss law, our shareholders must annually approve the compensation of the board of directors and the persons whom the board of directors has, fully or partially, entrusted with the management of the Company. The board of directors must issue, on an annual basis, a written compensation report that must be reviewed together with a report on our business by our auditor. The compensation report must disclose all compensation, loans and other forms of indebtedness granted by the Company, directly or indirectly, to current or former members of the board of directors and executive management to the extent related to their former role within the Company or not on customary market terms.

The disclosure concerning compensation, loans and other forms of indebtedness must include the aggregate amount for the board of directors and the executive management as well as the particular amount for each member of the board of directors and executive officer, specifying the name and function of each respective person.

Certain forms of compensation are prohibited for members of our board of directors and executive management, such as:

	●	severance payments provided for either contractually or in the articles of association (compensation due until the termination of a contractual relationship does not qualify as severance payment);

	●	advance compensation;

	●	compensation paid on conditions other than the customary market conditions connected with previous activity as a corporate body of the Company;

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compensation related to a ban on competition that exceeds the average remuneration for the last three financial years, or compensation related to a ban on competition that is not justified on business grounds;

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joining bonuses that do not compensate for a verifiable financial disadvantage;

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incentive fees for the acquisition or transfer of corporations or parts thereof by the Company or by companies being, directly or indirectly, controlled by us;

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loans, other forms of indebtedness, pension benefits not based on occupational pension schemes and performance-based compensation not provided for in the articles of association; and

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equity securities and conversion and option rights awards not provided in the articles of association.

Compensation to members of the board of directors and executive management for activities in entities that are, directly or indirectly, controlled by the Company is prohibited if the compensation (i) would have been prohibited if it was paid directly by the Company, (ii) is not provided for in the articles of association or (iii) has not been approved by the general meeting of shareholders.

The general meeting of shareholders votes on the compensation received directly or indirectly by the board of directors, the executive management and the advisory board (Beirat). The general meeting of shareholders must vote annually on the compensation of its board of directors, executive management and the advisory board, and accordingly, at such a meeting, the vote of the general meeting of shareholders shall have a binding effect.

If the general meeting of shareholders votes prospectively on the compensation of the executive management, the articles of association may provide for an additional amount for the compensation of the members of the executive management appointed after the vote.

The additional amount may only be used if the total amount of compensation of the executive management decided by the general meeting of shareholders is not sufficient for the compensation of the new members until the next vote of the general meeting of the shareholders.

The general meeting of shareholders shall not vote on the additional amount of compensation.

Borrowing Powers

Neither Swiss law nor our articles of association restrict in any way our power to borrow and raise funds. The decision to borrow funds is made by or under the direction of our board of directors, and no approval by the shareholders is required in relation to any such borrowing.

Repurchases of Shares and Purchases of Own Shares and Other Limitations on the Rights to Own Securities

The CO limits our right to purchase and hold our own shares. We and our subsidiaries may purchase shares only if and to the extent that (i) freely disposable equity capital is available in the required amount; and (ii) the combined nominal value of all such shares does not exceed 10% of the share capital. Pursuant to Swiss law, where shares are acquired in connection with a transfer restriction set out in the articles of association, the foregoing upper limit is 20%. We currently do not have any transfer restriction in our articles of association. If we own shares that exceed the threshold of 10% of our share capital, the excess must be sold or cancelled by means of a capital reduction within a reasonable time.

Shares held by us or our subsidiaries are not entitled to vote at the general meeting of shareholders but are entitled to the economic benefits applicable to the shares generally, including dividends and pre-emptive rights in the case of share capital increases.

Swiss law and/or our articles of association do not impose any restrictions on the exercise of voting or any other shareholder rights by shareholders residing outside of Switzerland.

Notification and Disclosure of Substantial Share Interests

The disclosure obligations generally applicable to shareholders of Swiss corporations under the Swiss Financial Market Infrastructure Act do not apply to us since our shares are not listed on a Swiss exchange. Similarly, the Swiss takeover regime imposes a duty on any person or group of persons who acquires more than one-third of a company’s voting rights to make a mandatory offer for all of the company’s outstanding listed equity securities. However, these protections are applicable only to issuers that list their equity securities in Switzerland and, because our Common Shares are listed exclusively on Nasdaq, is not applicable to us.

Nonresident or Foreign Owners

Swiss law and NewcelX’s articles of association do not impose any specific limitations on owners of our shares who do not reside in Switzerland to hold or vote their shares in NewcelX.

Exchange Controls

Other than sanctions against specific countries, individuals, and organizations, there are currently no governmental laws, decrees, regulations or other legislation in Switzerland that restrict the export or import of capital, including, but not limited to, Swiss foreign exchange controls on the payment of dividends, interest or liquidation proceeds, if any, to non-resident holders of our shares.

Duration and Liquidation

Under Swiss law, unless the duration of a company is limited by its articles of association, a company may be dissolved at any time by way of liquidation, or, in the case of a merger with the Swiss Merger Act (Fusionsgesetz), based on a resolution of a shareholders’ meeting, which must be passed by a majority as provided by Swiss law or the relevant company’s articles of association, as the case may be. The articles of association do not limit the duration of NewcelX and provide that the majority required for the shareholders’ meeting to resolve on the liquidation of NewcelX is a Supermajority Vote.

Dissolution and liquidation by court order is also possible if, among other things, (i) the company becomes bankrupt or (ii) shareholders holding at least 10% of the company’s share capital so request for important reasons. Under Swiss law, any surplus arising out of a liquidation (after settlement of all the claims of the company’s creditors) is distributed in proportion to the paid-up par value of shares held. This surplus is subject to Swiss federal withholding tax, except if paid out of reserves from qualifying capital contributions (Reserven aus Kapitaleinlagen).

A dissolution and winding up of a Swiss company requires a Supermajority Vote. The articles of association may increase the voting thresholds required for such a resolution (but only by way of a resolution with the majority stipulated by law).

Taxation

NewcelX is a Swiss company, subject to taxation in the Canton of Zurich as from December 10, 2021 onwards (formerly, Canton of Nidwalden). The Company is taxed at a current effective income tax rate of approximately 19% (including direct federal as well as cantonal/communal taxes). In addition, an annual capital tax rate of approximately 0.16% is levied on the net equity of the Company.

Based on a vote by eligible Swiss voters in Switzerland on May 19, 2019, Switzerland reformed certain elements of its corporate tax law which impact the taxation of NewcelX (including the abolition of the mixed company privilege at cantonal/communal level). These new federal regulations went into effect as of January 1, 2020. Regarding the implementation of certain measures on the cantonal level, a referendum was put up for a vote in the Canton of Nidwalden. Following a vote during the year ended December 31, 2020, the referendum passed and took effect in the Canton of Nidwalden. Transitional measures were implemented for companies that were previously under the abolished mixed company regime at cantonal/communal levels to prevent over-taxation on hidden reserves generated under said regime. NewcelX applied for the special tax rate solution that provides for a separate taxation over five years of the portion of the profit based on realization of hidden reserves and goodwill which were previously not taxed under the mixed company regime. After the company changed its registered office, the same transitional measure has been applied for and granted in the canton of Zurich.

Swiss Federal Withholding Tax on Dividends and other Distributions

Dividend payments and similar cash or in-kind distributions on the Common Shares (including dividends on liquidation proceeds and stock dividends) that the Company makes to shareholders are subject to Swiss federal withholding tax (Verrechnungssteuer) at a rate of 35% on the gross amount of the dividend. The Company is required to withhold the Swiss federal withholding tax from the dividend and remit it to the Swiss Federal Tax Administration. Distributions based upon a capital reduction (Nennwertrückzahlungen) and reserves paid out of capital contribution reserves (Reserven aus Kapitaleinlagen) are not subject to Swiss federal withholding tax.

The redemption of Common Shares may under certain circumstances (in particular, if the Common Shares are redeemed for subsequent cancellation) be taxed as a partial liquidation for Swiss federal withholding tax purposes, with the consequence that the difference between the repurchase price and the par value of the shares (Nennwertprinzip) plus capital contribution reserves (Reserven aus Kapitaleinlagen) is subject to Swiss federal withholding tax.

The Swiss federal withholding tax is refundable or creditable in full to a Swiss tax resident corporate and individual shareholder as well as to a non-Swiss tax resident corporate or individual shareholder who holds the Common Shares as part of a trade or business carried on in Switzerland through a permanent establishment or fixed place of business situated for tax purposes in Switzerland, if such person is the beneficial owner of the distribution and, in the case of a Swiss tax resident individual who holds the Common Shares as part of his or her private assets, duly reports the gross distribution received in his or her individual income tax return or, in the case of a person who holds the Common Shares as part of a trade or business carried on in Switzerland through a permanent establishment or fixed place of business situated for tax purposes in Switzerland, recognizes the gross dividend distribution for tax purposes as earnings in the income statements and reports the annual profit in the Swiss income tax return.

If a shareholder who is not a Swiss resident for tax purposes and does not hold the Common Shares in connection with the conduct of a trade or business in Switzerland through a permanent establishment or fixed place of business situated, for tax purposes in Switzerland, receives a distribution from the Company, the shareholder may be entitled to a full or partial refund or credit of Swiss federal withholding tax incurred on a taxable distribution if the country in which such shareholder is resident for tax purposes has entered into a treaty for the avoidance of double taxation with Switzerland and the further prerequisites of the treaty for a refund have been met. Shareholders not resident in Switzerland should be aware that the procedures for claiming treaty benefits (and the time required for obtaining a refund or credit) may differ from country to country.

Individual and Corporate Income Tax on Dividends

Swiss resident individuals holding the Common Shares as part of their private assets who receive dividends and similar distributions (including stock dividends and liquidation proceeds), which are not repayments of the par value (Nennwertrückzahlungen) of the Common Shares or reserves paid out of capital contributions (Reserven aus Kapitaleinlagen) are required to report such payments in their individual income tax returns and are liable to Swiss federal, cantonal and communal income taxes on any net taxable income for the relevant tax period. Furthermore, for the purpose of the Direct Federal Tax, dividends, shares in profits, liquidation proceeds and pecuniary benefits from shares (including bonus shares) are included in the tax base for only 70% of their value (Teilbesteuerung), if the investment amounts to at least 10% of nominal share capital of the Company. All Swiss cantons have introduced partial taxation measures at cantonal and communal levels.

Swiss resident individuals as well as non-Swiss resident individual taxpayers holding the Common Shares in connection with the conduct of a trade or business in Switzerland through a permanent establishment or fixed place of business situated, for tax purposes, in Switzerland, are required to recognize dividends, distributions based upon a capital reduction (Nennwertrückzahlungen) and reserves paid out of capital contributions (Reserven aus Kapitaleinlagen) in their income statements for the relevant tax period and are liable to Swiss federal, cantonal and communal individual or corporate income taxes, as the case may be, on any net taxable earnings accumulated (including the payment of dividends) for such period. Furthermore, for the purpose of the Direct Federal Tax, dividends, shares in profits, liquidation proceeds and pecuniary benefits from shares (including bonus shares) are included in the tax base for only 70% (Teilbesteuerung), if the investment is held in connection with the conduct of a trade or business or qualifies as an opted business asset (gewillkürtes Geschäftsvermögen) according to Swiss tax law and amounts to at least 10% of nominal share capital of the Company. All cantons have introduced partial taxation measures at cantonal and communal levels.

Swiss resident corporate taxpayers as well as non-Swiss resident corporate taxpayers holding the Common Shares in connection with the conduct of a trade or business through a permanent establishment or fixed place of business situated, for tax purposes, in Switzerland, are required to recognize dividends, distributions based upon a capital reduction (Nennwertrückzahlungen) and reserves paid out of capital contributions (Reserven aus Kapitaleinlagen) in their income statements for the relevant tax period and are liable to Swiss federal, cantonal and communal corporate income taxes on any net taxable earnings accumulated for such period. Swiss resident corporate taxpayers as well as non-Swiss resident corporate taxpayers holding the Common Shares in connection with the conduct of a trade or business through a permanent establishment or fixed place of business situated, for tax purposes, in Switzerland may be eligible for participation relief (Beteiligungsabzug) in respect of dividends and distributions based upon a capital reduction (Nennwertrückzahlungen) and reserves paid out of capital contributions (Reserven aus Kapitaleinlagen) if the Common Shares held by them as part of a Swiss business have an aggregate market value of at least CHF 1 million or represent at least 10% of the nominal share capital of the Company or give entitlement to at least 10% of the profits and reserves of the Company, respectively.

Recipients of dividends and similar distributions on the Common Shares (including stock dividends and liquidation proceeds) who neither are residents of Switzerland nor during the current taxation year have engaged in a trade or business in Switzerland and who are not subject to taxation in Switzerland for any other reason are not subject to Swiss federal, cantonal or communal individual or corporate income taxes in respect of dividend payments and similar distributions because of the mere holding of the Common Shares.

Wealth and Annual Capital Tax on Holding of Common Shares or Preferred Shares or Warrants

Swiss resident individuals and non-Swiss resident individuals holding the Common Shares or Preferred Shares and/or Warrants in connection with the conduct of a trade or business in Switzerland through a permanent establishment or fixed place of business situated, for tax purposes, in Switzerland, are required to report their Common Shares as part of their wealth and will be subject to cantonal and communal wealth tax to the extent the aggregate taxable net wealth is allocable to Switzerland.

Swiss resident corporate taxpayers and non-Swiss resident corporate taxpayers holding the Common Shares and/or Warrants in connection with the conduct of a trade or business in Switzerland through a permanent establishment or fixed place of business situated, for tax purposes, in Switzerland, will be subject to cantonal and communal annual capital tax on the taxable capital to the extent the aggregate taxable capital is allocable to Switzerland.

Individuals and corporate taxpayers not resident in Switzerland for tax purposes and not holding the Common Shares or Preferred Shares and/or Warrants in connection with the conduct of a trade or business in Switzerland through a permanent establishment or fixed place of business situated, for tax purposes, in Switzerland, are not subject to wealth or annual capital tax in Switzerland because of the mere holding of the Common Shares or Preferred Shares and/or Warrants.

Capital Gains on Disposal of Common Shares or Preferred Shares or Warrants

Swiss resident individuals who sell or otherwise dispose of the Common Shares or Preferred Shares or Warrants realize a tax-free capital gain, or a non-tax deductible capital loss, as the case may be, provided that they hold the Common Shares or Preferred Shares, as part of their private assets. Under certain circumstances, the sale proceeds may be requalified into taxable income (e.g., if the taxpayer is deemed to be a professional securities dealer). Capital gains realized on the sale of the Common Shares or Preferred Shares or Warrants held by Swiss resident individuals, as well as non-Swiss resident individuals and corporate taxpayers holding the Common Shares or Preferred Shares or Warrants in connection with the conduct of a trade or business in Switzerland through a permanent establishment or fixed place of business situated, for tax purposes, in Switzerland, will be subject to Swiss federal, cantonal and communal individual tax, as the case may be. This also applies to Swiss resident individuals who, for individual income tax purposes, are deemed to be professional securities dealers for reasons of, inter alia, frequent dealing and debt-financed purchases. Capital gains realized by resident individuals who hold the Common Shares as business assets might be entitled to reductions or partial taxations similar to those mentioned above for dividends (Teilbesteuerung) if certain conditions are met (e.g., holding period of at least one year and participation of at least 10% of nominal share capital of the Company).

Swiss resident corporate taxpayers as well as non-Swiss resident corporate taxpayers holding the Common Shares or Preferred Shares or Warrants in connection with the conduct of a trade or business, through a permanent establishment or fixed place of business situated, for tax purposes, in Switzerland, are required to recognize such capital gain in their income statements for the relevant tax period. Corporate taxpayers may qualify for participation relief on capital gains (Beteiligungsabzug), if the Common Shares sold during the tax period represent at least 10% of the Company’s share capital or if the Common Shares sold give entitlement to at least 10% of the Company’s profits and reserves and were held for at least one year. The tax relief applies to the difference between the sale proceeds of Common Shares by the Company and the acquisition costs of the participation (Gestehungskosten).

Individuals and corporations not resident in Switzerland for tax purposes and not holding the Common Shares or Preferred Shares or Warrants in connection with the conduct of a trade or business in Switzerland through a permanent establishment or fixed place of business situated for tax purposes in Switzerland, are not subject to Swiss federal, cantonal and communal individual income or corporate income tax, as the case may be, on capital gains realized on the sale of the Common Shares or Preferred Shares or Warrants.

Gift and Inheritance Tax

Transfers of Common Shares or Preferred Shares or Warrants may be subject to cantonal and/or communal inheritance or gift taxes if the deceased or the donor or the recipient were resident in a Canton levying such taxes.

Swiss Issuance Stamp Duty

NewcelX is subject to paying to the Swiss Federal Tax Administration a 1% Swiss federal issuance stamp tax (Emissionsabgabe) on any increase of the nominal share capital of NewcelX (including capital surplus) or any other equity contributions received by NewcelX (with or without issuance of shares). Certain costs incurred in connection with the issuance of shares (if any) may be deductible. There are several exemptions from issuance stamp tax that may apply under certain circumstances (e.g., certain intercompany reorganizations).

Swiss Securities Transfer Tax

The purchase or sale (or other financial transfer) of the Common Shares or Preferred Shares, whether by Swiss residents or non-Swiss residents, may be subject to Swiss securities transfer tax of up to 0.15%, calculated on the purchase price or the proceeds if the purchase or sale occurs through or with a bank or other securities dealer in Switzerland or Liechtenstein as defined in the Swiss Federal Stamp Duty Act as an intermediary or party to the transaction unless an exemption applies.

Automatic Exchange of Information in Tax Matters

On November 19, 2014, Switzerland signed the multilateral competent authority agreement on the automatic exchange of financial account information, which is intended to ensure the uniform implementation of automatic exchange of information (the “AEOI”).

The AEOI is being introduced in Switzerland through bilateral agreements or multilateral agreements. Switzerland has concluded a multilateral agreement with the EU on the AEOI in tax matters (the “AEOI Agreement”). This AEOI Agreement entered into force as of January 1, 2017 and applies to all 28 member states as well as Gibraltar. Furthermore, on January 1, 2017, the multilateral competent authority agreement on the automatic exchange of financial account information and, based on such agreement, a number of bilateral AEOI agreements with other jurisdictions entered into force. The Federal Act on the International Automatic Exchange of Information in Tax Matters (the “AEOI Act”), which is the primary legal basis for the implementation of the AEOI standard in Switzerland, entered into force on January 1, 2017 as well.

Based on such multilateral agreements and bilateral agreements and the implementing laws of Switzerland, Switzerland collects data in respect of financial assets, which may include Common Shares or Preferred Shares, held in, and income derived thereon and credited to, accounts or deposits with a paying agent in Switzerland for the benefit of individuals resident in a EU member state or in a treaty state since 2017, and exchanges it since 2018. Switzerland has signed and is expected to sign further bi- or multilateral AEOI in tax matter agreements with other countries, which entered into force on January 1, 2018 or January 1, 2019 or will enter into force at a later date.

A list of such multilateral agreements and bilateral agreements of Switzerland in effect or signed and becoming effective can be found on the website of the State Secretariat for International Finance.

On February 27, 2019, the Federal Council (Bundesrat) initiated the consultation on the revision of the AEOI Act and ordinance on the AEOI (the “AEOI Ordinance”). The consultation proposal takes account of recommendations from the Global Forum on Transparency and Exchange of Information for Tax Purposes. They concern, among other things, certain due diligence and registration obligations, the maintenance of a document retention obligation for reporting Swiss financial institutions, as well as definitions thereunder. Some exceptions have also been removed or adapted. The amendments to the AEOI Act and AEOI Ordinance entered into force on January 1, 2021. Further revisions of the AEOI Act and the AEOI Ordinance concerning the Common Reporting Standard (“CRS”) are expected in June 2024 and to be implemented in 2026. It is expected that the amendments include a revision of the CRS for financial accounts and the addition of a new Crypto-Asset Reporting Framework.

Swiss Facilitation of the Implementation of the U.S. Foreign Account Tax Compliance Act

Switzerland has concluded an intergovernmental agreement with the U.S. to facilitate the implementation of the Foreign Account Tax Compliance Act. The agreement ensures that the accounts held by U.S. persons with Swiss financial institutions are disclosed to the U.S. tax authorities either with the consent of the account holder or by means of group requests within the scope of administrative assistance. Information will not be transferred automatically in the absence of consent, and instead will be exchanged only within the scope of administrative assistance on the basis of the double taxation agreement between the U.S. and Switzerland. On September 20, 2019, the protocol of amendment to the double taxation treaty between the U.S. and Switzerland entered into force, allowing U.S. competent authority in accordance with the information reported in aggregated form to request all the information on U.S. accounts without a declaration of consent and on nonconsenting nonparticipating financial institutions.

Implementation of the OECD Global Minimum Tax in Switzerland

In light of the OECD Base erosion and profit shifting initiative, Switzerland has introduced by means of an ordinance the OECD global minimum tax rate for large multinational enterprises. The people and cantons approved the necessary constitutional amendment in a popular vote on June 18, 2023. During its meeting on December 22, 2023, the Federal Council decided to implement the minimum tax rate with the introduction of a supplementary tax in Switzerland from January 1, 2024, and in its meeting on September 4, 2024 the Federal Council decided to additionally implement the international minimum tax from January 1, 2025. Based on such ordinance large multinational enterprises with global turnover of at least EUR 750 million which are effectively taxed below 15% will be liable to a top-up tax (Ergänzungssteuer), in line with the OECD framework for the Qualified Domestic Minimum Top-up Tax and the Income Inclusion Rule up to 15% minimum taxation.

SELLING SHAREHOLDER

This prospectus relates to the possible resale from time-to-time by the Selling Shareholder of any or all of the Common Shares that have been or may be issued by us to the Selling Shareholder under the Purchase Agreement. For additional information regarding the issuance of Common Shares covered by this prospectus, see the section titled “Prospectus Summary – Common Share Purchase Agreement with the Selling Shareholder” above. Except for the transactions contemplated by the Purchase Agreement, the Selling Shareholder does not, and has not had, any material relationship with us.

The table below presents information regarding the Selling Shareholder and the Common Shares that it may offer from time-to-time under this prospectus. This table is prepared based on information supplied to us by the Selling Shareholder. The number of shares in the column “Maximum Number of Common Shares to be Offered Pursuant to this Prospectus” represents all of the Common Shares that the Selling Shareholder may offer under this prospectus. The Selling Shareholder may sell some, all or none of its shares in this offering. We do not know how long the Selling Shareholder will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the Selling Shareholder regarding the sale of any of the shares.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes Common Shares with respect to which the Selling Shareholder has voting and investment power. The percentage of Common Shares beneficially owned by the Selling Shareholder prior to the offering shown in the table below is based on an aggregate of 5,383,871 of our Common Shares outstanding on May 4, 2026. The number of shares that may actually be sold by us under the Purchase Agreement may be fewer than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Shareholder pursuant to this prospectus.

Name of Selling Shareholder	Number of Shares of Common Shares Owned Prior to Offering						Maximum Number of Common Shares to be Offered Pursuant to this Prospectus			Number of Ordinary Shares Owned After Offering
	Number(1)			Percent			Number			Number(2)			Percent
Alpha Capital Anstalt (3)		537,848	(4)		9.99	%		500,000	(5)		587,799	(6)		9.99	%

(1)

We have excluded from the number of shares beneficially owned prior to the offering all of the shares that the Selling Shareholder may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of the Selling Shareholder’s control, including the prospectus that includes this prospectus becoming and remaining effective.

(2)

Assumes the sale of all shares being offered pursuant to this prospectus. Depending on the price per share at which we sell our Common Shares to the Selling Shareholder pursuant to the Purchase Agreement, we may need to sell to the Selling Shareholder under the Purchase Agreement more shares of our Common Shares than are offered under this prospectus in order to receive aggregate gross proceeds equal to the $25.0 million total commitment under the Purchase Agreement. If we choose to do so and otherwise satisfy the conditions in the Purchase Agreement, we must first register for resale under the Securities Act such additional shares. The number of shares ultimately offered for resale by the Selling Shareholder is dependent upon the number of shares we sell to the Selling Shareholder under the Purchase Agreement.

(3)

The address for Alpha is Altenbach 8, 9490 Furstentums, Vaduz, Lichtenstein. Nicola Feuerstein, a Director of Alpha, holds voting and dispositive power over the securities held by Alpha.

(4)

Consists of (i) 19,230 Commitment Shares, (ii) up to 480,770 Common Shares that we may sell to the Selling Shareholder under the Purchase Agreement from time-to-time, (iii) 14,172 common shares issuable upon conversion of 2,362 preferred shares, (iv) 788,926 common shares issuable upon exercise of common warrants, (v) 213,108 common shares issuable upon conversion of 35,518 PPCs, and (vi) 828,755 common shares issuable upon exercise of pre-funded warrants. The common warrants are subject to a beneficial ownership limitation of 9.99%, and the pre-funded warrants are subject to a beneficial ownership limitation of 4.99% (or upon election of Alpha, 9.99%). Such limitation restricts Alpha from exercising that portion of the warrants that would result in Alpha and its affiliates owning, after exercise, a number of common shares in excess of the beneficial ownership limitation. As a result, the number of common shares reflected in the table owned by Alpha includes (a) any outstanding common shares held by such shareholder, and (b) if any, the number of preferred shares and warrants convertible into common shares that the holder has the right to acquire within 60 days of date of this prospectus without such holder or any of such holder’s affiliates beneficially owning more than the beneficial ownership limitation of 9.99%.

(5)

Consists of (i) 19,230 Commitment Shares and (ii) up to 480,770 Common Shares that we may sell to the Selling Shareholder under the Purchase Agreement from time-to-time.

(6)

Consists of (i) 14,172 common shares issuable upon conversion of 2,362 preferred shares, (ii) 788,926 common shares issuable upon exercise of common warrants, (iii) 213,108 common shares issuable upon conversion of 35,518 PPCs, and (iv) 828,755 common shares issuable upon exercise of pre-funded warrants. The common warrants are subject to a beneficial ownership limitation of 9.99%, and the pre-funded warrants are subject to a beneficial ownership limitation of 4.99% (or upon election of Alpha, 9.99%). Such limitation restricts Alpha from exercising that portion of the warrants that would result in Alpha and its affiliates owning, after exercise, a number of common shares in excess of the beneficial ownership limitation. As a result, the number of common shares reflected in the table owned by Alpha includes (a) any outstanding common shares held by such shareholder, and (b) if any, the number of preferred shares and warrants convertible into common shares that the holder has the right to acquire within 60 days of date of this prospectus without such holder or any of such holder’s affiliates beneficially owning more than the beneficial ownership limitation of 9.99%.

PLAN OF DISTRIBUTION

On March 31, 2025, we entered into the Purchase Agreement with the Selling Shareholder. The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, the Selling Shareholder is committed to purchase up to $25.0 million of our Common Shares over an approximately 36-month commitment period. Of the Total Commitment, to date we have not sold any Common Shares (other than the Commitment Shares). From time-to-time, and at our sole discretion, we may present the Selling Shareholder with advance notices to purchase our Common Shares. The shares would be purchased pursuant to the Purchase Agreement at ninety-five percent (95%) of the lesser of the (i) lowest sale price on the applicable date of the purchase of such Common Shares and (ii) VWAP, over the applicable VWAP Purchase Period on the applicable date of the purchase of such Common Shares.

The Common Shares offered by this prospectus are being offered by the Selling Shareholder, the Selling Shareholder. The Selling Shareholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. We have agreed in the Purchase Agreement to provide customary indemnification to the Selling Shareholder.

It is possible that our shares may be sold from time-to-time by the Selling Shareholder in one or more of the following manners:

●

ordinary brokerage transactions and transactions in which the broker solicits purchasers;

●

a block trade in which the broker or dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

●

to a broker-dealer as principal and resale by the broker-dealer for its account; or

●

a combination of any such methods of sale.

The Selling Shareholder has agreed that, during the term of the Purchase Agreement, it shall not engage in any short sales or hedging transactions with respect to our Common Shares, provided that upon receipt of an advance notice, the Selling Shareholder may sell shares that it is obligated to purchase under such advance notice prior to taking possession of such shares.

The Selling Shareholder and any unaffiliated broker-dealer will be subject to liability under the federal securities laws and must comply with the requirements of the Exchange Act, including without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of Common Shares by the Selling Shareholder or any unaffiliated broker-dealer. Under these rules and regulations, the Selling Shareholder and any unaffiliated broker-dealer:

●

may not engage in any stabilization activity in connection with our securities;

●

must furnish each broker which offers shares of our common stock covered by the prospectus and accompanying prospectus that are a part of our registration statement with the number of copies of such registration statement and accompanying prospectus which are required by each broker; and

●

may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

These restrictions may affect the marketability of the Common Shares by the Selling Shareholder and any unaffiliated broker-dealer.

We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the Common Shares covered by this prospectus by the Selling Shareholder. We estimate that our total expenses for the offering will be approximately $92,553.97.

EXPENSES

Set forth below is an itemization of the total expenses expected to be incurred by us in connection with the offer and sale of the securities. With the exception of the SEC registration fee, all amounts are estimates:

SEC registration fee	$	1,553.97
Printer fees and expenses	$	5,000.00
Legal fees and expenses	$	35,000.00
Accounting and professional fees and expenses	$	50,000.00
Miscellaneous	$	1,000.00
Total	$	92,553.97

LEGAL MATTERS

Certain legal matters concerning this prospectus will be passed upon for us by Greenberg Traurig, P.A., Tel Aviv, Israel. Certain legal matters with respect to Swiss law will be passed upon for us by Baker McKenzie Switzerland AG, Zurich, Switzerland.

EXPERTS

The consolidated financial statements of NewcelX Ltd. appearing in NewcelX Ltd.'s Annual Report (Form 20-F) for the year ended December 31, 2025 have been audited by Kost Forer Gabbay & Kasierer, a Member of EY Global, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1D to the consolidated financial statements), incorporated by reference therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of Switzerland and our registered office and domicile is located in Kloten (Zurich), Switzerland. Moreover, none of our directors and senior management are residents of the United States, and all or a substantial portion of our assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or upon such persons or to enforce against them judgments obtained in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the federal securities laws of the United States.

We have been advised by our Swiss counsel that there is doubt as to the enforceability in Switzerland of original actions, or in actions for enforcement of judgments of U.S. courts, of civil liabilities to the extent predicated upon the federal and state securities laws of the United States. Original actions against persons in Switzerland based solely upon the U.S. federal or state securities laws are governed, among other things, by the principles set forth in the Swiss Federal Act on International Private Law. This statute provides that the application of provisions of non-Swiss law by the courts in Switzerland shall be precluded if the result was incompatible with Swiss public policy. Also, mandatory provisions of Swiss law may be applicable regardless of any other law that would otherwise apply.

Switzerland and the United States do not have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. The recognition and enforcement of a judgment of the courts of the United States in Switzerland is governed by the principles set forth in the Swiss Federal Act on Private International Law. This statute provides in principle that a judgment rendered by a non-Swiss court may be enforced in Switzerland only if:

●

the non-Swiss court had jurisdiction pursuant to the Swiss Federal Act on Private International Law;

●

the judgment of such non-Swiss court has become final or non-appealable by ordinary appeal;

●

the judgment does not contravene Swiss public policy;

●

the court procedures and the service of documents leading to the judgment were in accordance with the due process of law; and

●

no proceeding involving the same position and the same subject matter was first brought in Switzerland, or adjudicated in Switzerland, or was earlier adjudicated in a third state and this decision is recognizable in Switzerland.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to other documents which we have filed or will file with the SEC. We are incorporating by reference in this prospectus the documents listed below and all amendments or supplements we may file to such documents, as well as any future filings we may make with the SEC on Form 20-F under the Exchange Act before the time that all of the securities offered by this prospectus have been sold or de-registered:

●

our Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on April 29, 2026; and

●

the description of our Common Shares contained in our Registration Statement on Form 8-A filed with the SEC on January 28, 2021, as amended by Exhibit 2.1 to our Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on April 29, 2026, and including any further amendment or report to be filed for the purpose of updating such description.

The information relating to us contained in this prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed to be incorporated by reference in this prospectus.

As you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus, you should rely on the statements made in the most recent document. All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents incorporated by reference herein.

We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of these filings, at no cost, upon written or oral request to us at the following address: Hohstrasse 1, 8302 Kloten, Switzerland, Attention: Chief Financial Officer.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1 under the Securities Act relating to this offering of our Ordinary Shares. This prospectus does not contain all of the information contained in the registration statement. The rules and regulations of the SEC allow us to omit certain information from this prospectus that is included in the registration statement. Statements made in this prospectus concerning the contents of any contract, agreement or other document are summaries of all material information about the documents summarized, but are not complete descriptions of all terms of these documents. If we filed any of these documents as an exhibit to the registration statement, you may read the document itself for a complete description of its terms. The SEC maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are also available to the public through the SEC’s website at www.sec.gov.

We are subject to the information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and under those requirements are filing reports with the SEC. Those other reports or other information may be inspected without charge at the locations described above. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and will submit to the SEC, on Form 6-K, unaudited interim financial information.

We maintain a corporate website at https://newcelx.com. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. We will post on our website any materials required to be so posted on such website under applicable corporate or securities laws and regulations, including, posting any XBRL interactive financial data required to be filed with the SEC and any notices of general meetings of our shareholders.

PROSPECTUS

, 2026

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors, Officers and Employees

Indemnification

Under Swiss law, a corporation may indemnify its directors or officers against losses and expenses (except for such losses and expenses arising from willful misconduct or negligence, although legal scholars advocate that at least gross negligence be required; however, some scholars also advocate that with any breach of duty, indemnification by the Company is not permissible), including attorney’s fees, judgments, fines and settlement amounts actually and reasonably incurred in a civil or criminal action, suit or proceeding by reason of having been the representative of, or serving at the request of, the corporation.

Subject to Swiss law, our articles of association provide for indemnification of the existing and former members of our board of directors, senior management, and their heirs, executors and administrators, against liabilities arising in connection with the performance of their duties in such capacity, and permit us to advance the expenses of defending any act, suit or proceeding to members of our board of directors and senior management.

In addition, under general principles of Swiss employment law, an employer may be required to indemnify an employee against losses and expenses incurred by such employee in the proper execution of his or her duties under the employment agreement with the Company.

We have entered into indemnification agreements with each of the members of our board of directors and senior management in the form to be filed as an exhibit to this registration statement upon the completion of this offering. We have also obtained directors’ and officers’ liability insurance to cover certain actions undertaken by our board of directors and senior management.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors, officers and controlling persons of the Company, the Company has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

Item 7. Recent Sales of Unregistered Securities

Set forth below are the sales of all securities by the Company since January 2023, which were not registered under the Securities Act. The Company believes that each of such issuances was exempt from registration under the Securities Act in reliance on Sections 3(a)(9) and 4(a)(2) of the Securities Act and/or Regulation S under the Securities Act. The share and per share numbers set forth below give effect to (i) the 1-for-40 reverse share split effected on September 25, 2024 prior to our merger with Kadimastem Ltd. and (ii) the 1-for-40 reverse share split the 1-for-10 reverse share split effected on October 30, 2025 in connection with our merger with Kadimastem Ltd.

On March 20, 2024, we entered into a securities purchase agreement, providing for the issuance in a registered direct offering of 17,500 Common Shares, at a purchase price of $100 per share (the “March Purchase Agreement”). The offering closed on March 22, 2024. In addition, pursuant to the March Purchase Agreement, the investors received unregistered warrants to purchase up to an aggregate of 8,750 Common Shares at an exercise of $100 per share in a concurrent private placement (the “Common Warrants”). The Common Warrants were immediately exercisable upon issuance and will expire five years following the date of issuance. The March Purchase Agreement contains customary representations and warranties and agreements of the Company and the investors and customary indemnification rights and obligations of the parties. Pursuant to the March Purchase Agreement, we agreed not to enter into any agreement to issue or announce the issuance or proposed issuance of any Common Shares or Common Share equivalents for a period of 45 days following the closing of the offering, subject to certain customary exceptions. We have also agreed that from the date of the March Purchase Agreement until one year after the closing date of the offering, that we shall not enter into an agreement to effect any issuance by us or any of our subsidiaries of Common Shares or Common Share equivalents (or a combination of units thereof) involving a variable rate transaction. The offering resulted in gross proceeds to us of $1,750,000. We intend to use the net proceeds from the offering for working capital and general corporate purposes.

II-1

On June 28, 2024, we entered into a securities purchase agreement providing for the issuance in a registered direct offering of 8,194 Common Shares at a purchase price of $96 per share. In addition, the investors in the offering received unregistered warrants to purchase up to an aggregate of 8,194 Common Shares at an exercise of $96 per share in a concurrent private placement. The common warrants were immediately exercisable upon issuance and expire five years following the date of issuance. The agreement includes customary representations, warranties, and indemnification provisions. We agreed not to issue or announce the issuance of any Common Shares or equivalents for 15 days post-closing, with certain exceptions, and not to engage in variable rate transactions for one-year post-closing. The offering generated gross proceeds of approximately $786,660.

On September 16, 2024, we entered into a warrant amendment agreement with an institutional investor to amend warrants to purchase up to 17,283 Common Shares, adjusting the definition of a “Fundamental Transaction” and the exercise price to CHF 8.0 (the “September Warrant Amendment”). In exchange for the September Warrant Amendment, the Company agreed to adjust the exercise price in the Common Warrants to CHF 0.2, and following the Company increasing its authorized Common Shares, issued to the investor, pre-funded warrants to purchase up to 19,143 shares of Common Shares.

On October 9, 2024, we entered into a securities purchase agreement with certain accredited investors. Under this agreement, we issued and sold 80,645 Common Shares and warrants to purchase an additional 80,645 Common Shares, at a combined purchase price of $39.7, for aggregate gross proceeds of $3.2 million. The warrants have a term of five years and an exercise price of $42.5 per share. Investors were granted the right to participate in up to 50% of future offerings for one year following the closing. We also agreed not to enter into an equity line of credit or similar agreement without the consent of the majority of the preferred shareholders. The transaction closed on October 10, 2024.

Also on October 9, 2024, we entered into a securities purchase agreement with an accredited investor to satisfy $4.0 million of our debt by issuing 80,645 newly designated convertible Preferred Shares at a purchase price of $49.6 per share (the “Preferred Shares”). The Preferred Shares have a conversion price of $49.6 per share. The investor was granted the right to purchase up to an additional $10.0 million worth of convertible Preferred Shares starting six months after the closing and continuing as long as they own Preferred Shares. The investor also has the right to participate in up to 50% of future offerings for one year following the closing. We agreed not to enter into an equity line of credit or similar agreement without the consent of the majority of the preferred shareholders. This transaction also closed on October 10, 2024.

On October 9, 2024, we and certain existing warrant holders entered into warrant amendment agreements (collectively, the “October Warrant Amendment”), to amend those warrants issued by Company to such holders, collectively, to purchase up to 10,584 Common Shares issued to such holders (the “Existing Warrants”). The October Warrant Amendment makes certain adjustment to the definition of a “Fundamental Transaction” in Section 3(e) of the Existing Warrants. In exchange for the October Warrant Amendment, we agreed to adjust the exercise price in the Common Warrants to CHF 8.0 and issued to the holders pre-funded warrants to purchase up to 13,664 Common Shares (the “October Pre-Funded Warrants”). Each October Pre-Funded Warrant is exercisable for one Common Share at an exercise price of CHF 8.0 per share. The October Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the October Pre-Funded Warrants are exercised in full.

On October 10, 2024, we successfully implemented a restructuring measure by converting the claims of related party debt holders in the amount of $2,788,650 into 49,398 Common Shares. This conversion was facilitated through an ordinary capital increase, providing the necessary shares for the debt holders, and was recorded at fair market value with no gain or loss recognized in the statement of operations.

On December 4, 2024, we entered into a securities purchase agreement with an accredited investor, providing for the issuance in a private placement offering of 32,258 registered Common Shares, at a purchase price of $31 per common share, for aggregate gross proceeds of up to $1 million. The offering was structured in two tranches, with the first tranche of $500,000 closing in January 2025 following shareholder approval. The proceeds from the offering were intended to support our general corporate purposes and our proposed Merger with Kadimastem. The second tranche of $500,000 may occur, at the election of the investor, within 15 days following the Company meeting certain conditions, including the receipt of shareholder approval and the Common Shares trading for at least ten consecutive trading days above the purchase price of $31, which corresponds to an approximate 15% premium. The Company uses and intends to further use the net proceeds from the offering for working capital and general corporate purposes.

II-2

On March 27, 2025, we entered into a securities purchase agreement with three accredited investors (the “March 2025 SPA”). Pursuant to the terms of the March 2025 SPA, the Company agreed to issue and sell to the investors, in a private placement offering, 121,212 Preferred Shares with a conversion price of $16.5 per share, as well as warrants to purchase 78,788 Common Shares at an exercise price of $18.0 per share, for aggregate gross proceeds of $2 million (the “March 2025 Offering”). The March 2025 Offering initially closed on March 28, 2025. Pursuant to the terms of the March 2025 SPA, the investors may purchase up to $1 million of additional Preferred Shares on identical terms as the initial closing, subject to the Company obtaining shareholder approval.

On June 26, 2025, we executed an amendment to the March 2025 SPA (the “Amendment to March 2025 SPA”). Pursuant to the terms of the Amendment to March 2025 SPA, the investors agreed to purchase preferred participation certificates (“PPCs”) in lieu of Preferred Shares with the same rights and privileges as the Preferred Shares. Pursuant to the terms of the Amendment to March 2025 SPA, the Company agreed to issue 56,829 PPCs and 3,780 Preferred Shares with a conversion price of $16.5, as well as warrants to purchase 39,395 Common Shares at an exercise price of $18.0 per share, for aggregate gross proceeds of $1 million. The second closing occurred on June 27, 2025.

In addition, on June 26, 2025, we and the Selling Shareholder entered into a side letter pursuant to which the Company agreed to issue the Selling Shareholder, pre-funded warrants to purchase 48,500 Common Shares in lieu of our prior agreement, contained in the March 2025 SPA, to issue the Selling Shareholder, 43,500 Preferred Shares (or their equivalent) to compensate it for certain price protection issuances and registration obligations.

The initial and second closings of the March 2025 Offering resulted in aggregate gross proceeds to the Company of $3 million. The Company has used, and intends to continue to use, the net proceeds from the March 2025 Offering for working capital and general corporate purposes, including for expenses incurred in connection with the Merger, which was completed in October 2025.

Further, on March 31, 2025, we entered into a purchase agreement with the Selling Shareholder, relating to a committed equity facility (the “ELOC Purchase Agreement”). Pursuant to the ELOC Purchase Agreement, the Company has the right from time-to-time at its option to sell to the Selling Shareholder, up to $25.0 million of the Common Shares, subject to certain conditions and limitations set forth therein.

Upon the initial satisfaction of the conditions to the Selling Shareholder’s obligation to purchase Common Shares set forth in the ELOC Purchase Agreement (the “Commencement”), including that a registration statement registering the resale by the Investor of the Common Shares under the Securities Act that may be sold to it by us under the ELOC Purchase Agreement is declared effective and a final prospectus relating thereto is filed with the SEC, the Company will have the right, but not the obligation, from time-to-time to its sole discretion until the first day of the month next following the 36-month period from and after Commencement, to direct Selling Shareholder to purchase up to a specified maximum amount of Common Shares as set forth in the ELOC Purchase Agreement by delivering written notice to the Selling Shareholder prior to the commencement of trading on any trading day. The purchase price of the Common Shares that the Company elects to sell to the Selling Shareholder pursuant to the ELOC Purchase Agreement will be 95% of the volume-weighted average price of the Common Shares during the applicable purchase date on which the Company has timely delivered written notice to the Selling Shareholder directing it to purchase Common Shares under the Purchase Agreement.

In connection with the execution of the ELOC Purchase Agreement, the Company issued a pre-funded warrant to purchase $250,000 in Common Shares, equal to 19,230 Common Shares, to the Selling Shareholder as consideration for its irrevocable commitment to purchase the Common Shares upon the terms and subject to the satisfaction of the conditions set forth in the ELOC Purchase Agreement.

On April 1, 2026, we entered into definitive securities purchase agreements for a private placement financing in the amount of $1.35 million with certain accredited investors pursuant to which we issued and sold 272,726 common shares and 218,181 pre-funded warrants at a purchase price of $2.75 per share and per pre-funded warrant. Each common shares and pre-funded warrant was issued with a common warrant to purchase up to an aggregate of 687,270 common shares at an exercise price of $3.025 per share. The common warrants shall have a term of five years. The pre-funded warrants have an exercise price of $0.06 per share and will not expire until exercised in full.

II-3

Pre-merger transactions of Kadimastem Ltd. (“Kadimastem”)

Conversion of Convertible Loan

On April 14, 2025, Kadimastem announced that, Mr. Julien Ruggieri, a significant shareholder of Kadimastem, converted his portion of the Loan principal and accrued interest, totaling approximately $560 thousand, into 316,185 ordinary shares and 359,900 warrants with an exercise price of $1.84. Prior to the closing of the reverse merger, all such Ruggieri Warrants were exercised into Kadimastem Ordinary Shares. Consequently, upon the closing of the reverse merger, all Kadimastem Ordinary Shares held by Mr. Ruggieri were converted into NewcelX Ordinary Shares in accordance with the exchange ratio set forth in the merger agreement.

On October 6, 2025, Alpha Capital, a significant shareholder of Kadimastem, provided a written notice to convert a $1,200,000 principal balance of a convertible loan, including accrued interest of $209,644, into 811,148 Kadimastem Ordinary Shares and 860,038 non-listed warrants. The conversion was carried out in accordance with the terms of the convertible loan agreement and subject to the regulations of the Tel Aviv Stock Exchange. On October 27, 2025, all such warrants were exercised into Kadimastem Ordinary Shares for a total cash exercise price of $1,424 thousand. Consequently, upon the closing of the reverse merger, all Kadimastem Ordinary Shares held by Alpha Capital were converted into NewcelX Ordinary Shares or Pre-Funded Warrants, in accordance with the exchange ratio set forth in the merger agreement.

Conversion of Interested-party Loan

Between 2020 and 2025, Professor Michel Revel, the Company’s Chief Scientific Officer and a controlling shareholder (the “Lender”), provided several interest-free, unsecured loans to support the Company’s operations. On April 22, 2025, an additional loan of NIS 1,000 thousand (approximately $269 thousand) was provided under similar terms. On October 24, 2025, prior to the Merger, the total outstanding nominal balance of NIS 4,410 thousand (approximately $1,382 thousand) was converted into an aggregate of 134,147 ordinary shares of Kadimastem at a conversion price of NIS 32.87 per share (approximately $10 per share). These shares were subsequently exchanged for NewcelX ordinary shares upon the closing of the Merger in accordance with the Exchange Ratio.

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Item 8. Exhibits and Financial Statement Schedules

Exhibits:

Exhibit Number		Exhibit Description
3.1		Amended and Restated Articles of Association of NewcelX Ltd. (filed as Exhibit 1.1 to Annual Report on Form 20-F filed April 29, 2026).
5.1*		Opinion of Baker McKenzie AG, Swiss counsel to NewcelX Ltd.
10.1		Share Option Plan Regulation 2021 (filed as Exhibit 99.1 to Form 6-K (File No. 001-39957) filed on December 22, 2021).
10.2		At-the-Market Sales Agreement, or the Sales Agreement, with Virtu Americas LLC, dated March 3, 2022 (filed as Exhibit 1.1 to Form 6-K (File No. 001-39957) filed on March 4, 2022).
10.3		Form of Common Warrant (filed as Exhibit 99.1 to Form 6-K (File No. 001-39957) filed December 8, 2022).
10.4		Form of Pre-Funded Warrant (filed as Exhibit 99.2 to Form 6-K (File No. 001-39957) filed December 8, 2022).
10.5		Form of Common Warrant (filed as Exhibit 4.1 to Form 6-K File No. 001-39957) filed April 14, 2022).
10.6		Form of Pre-Funded Warrant (filed as Exhibit 4.2 to Form 6-K (File No. 001-39957) filed April 14, 2022).
10.7		Form of Short Term Note Agreement (filed as Exhibit 99.1 to Form 6-K (File No. 001-39957) filed August 23, 2022).
10.8		Form of Common Warrant (filed as Exhibit 99.1 to Form 6-K (File No. 001-39957) filed October 3, 2022).
10.9		Securities Purchase Agreement, by and between NewcelX Ltd. and Armistice Capital Master Fund Ltd. and Lind Global Fund II LP, dated March 20, 2024 (filed as Exhibit 10.1 to Form 6-K (File No. 001-39957) filed March 21, 2024).
10.10		Form of Common Warrant (filed as Exhibit 4.1 to Form 6-K (File No. 001-39957) filed March 21, 2024).
10.11		Form of Placement Agent Warrant (filed as Exhibit 4.2 to Form 6-K (File No. 001-39957) filed March 21, 2024).
10.12		Securities Purchase Agreement, by and between NewcelX Ltd. and Armistice Capital Master Fund Ltd. and Intracoastal Capital LLC, dated June 28, 2024 (filed as Exhibit 10.1 to Form 6-K (File No. 001-39957) filed July 1, 2024).
10.13		Form of Common Warrant (filed as Exhibit 4.1 to Form 6-K (File No. 001-39957) filed July 1, 2024).
10.14		Form of Series A Placement Agent Warrant (filed as Exhibit 4.2 to Form 6-K (File No. 001-39957) filed July 1, 2024).
10.15		Form of Series B Placement Agent Warrant (filed as Exhibit 4.3 to Form 6-K (File No. 001-39957) filed July 1, 2024).
10.16		Form of Warrant Amendment Agreement, by and between NewcelX Ltd. and Armistice Capital Master Fund Ltd., dated September 16, 2024 (filed as Exhibit 10.1 to Form 6-K (File No. 001-39957) filed September 16, 2024).
10.17		Form of Pre-Funded Warrant (filed as Exhibit 10.2 to Form 6-K (File No. 001-39957) filed September 16, 2024).
10.18		Form of Equity Securities Purchase Agreement, dated October 9, 2024, by and among NewcelX Ltd. and certain purchasers thereto (filed as Exhibit 99.2 to Form 6-K (File No. 001-39957) filed October 11, 2024).
10.19		Form of Debt Securities Purchase Agreement, dated October 9, 2024, by and among NewcelX Ltd. and certain purchasers thereto (filed as Exhibit 99.3 to Form 6-K (File No. 001-39957) filed October 11, 2024).
10.20		Form of Common Warrant (filed as Exhibit 99.1 to Form 6-K (File No. 001-39957) filed October 11, 2024).
10.21		Form of Pre-Funded Warrant (filed as Exhibit 99.5 to Form 6-K (File No. 001-39957) filed October 11, 2024).
10.22		Form of Warrant Amendment Agreement (filed as Exhibit 99.4 to Form 6-K (File No. 001-39957) filed October 11, 2024).
10.23		Form of Registration Rights Agreement (equity) (filed as Exhibit 99.6 to Form 6-K (File No. 001-39957) filed October 11, 2024).
10.24		Form of Registration Rights Agreement (debt) (filed as Exhibit 99.7 to Form 6-K (File No. 001-39957) filed October 11, 2024).
10.25		Form of Exchange Agreement (filed as Exhibit 99.8 to Form 6-K (File No. 001-39957) filed October 11, 2024).

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10.26		Agreement and Plan of Merger, dated as of November 4, 2024, by and among NLS Pharmaceutics Ltd., NLS Pharmaceutics (Israel) Ltd. and Kadimastem Ltd. (filed in Annex A to the Form F-4/A filed on September 3, 2025).
10.27		Amendment No. 2 to Agreement and Plan of Merger, dated as of February 17, 2025, by and among NLS Pharmaceutics Ltd., NLS Pharmaceutics (Israel) Ltd. and Kadimastem Ltd. (included as Annex A to the proxy statement/prospectus on Registration Statement on Form F-4 filed on September 3, 2025).
10.28		Amendment No. 3 to Agreement and Plan of Merger, dated as of May 5, 2025, by and among NLS Pharmaceutics Ltd., NLS Pharmaceutics (Israel) Ltd. and Kadimastem Ltd. (included as Annex A to the proxy statement/prospectus on Registration Statement on Form F-4 filed on September 3, 2025).
10.29		Amendment No. 4 to Agreement and Plan of Merger, dated as of June 5, 2025, by and among NLS Pharmaceutics Ltd., NLS Pharmaceutics (Israel) Ltd. and Kadimastem Ltd. (included as Annex A to the proxy statement/prospectus on Registration Statement on Form F-4 filed on September 3, 2025).
10.30		Amendment No. 5 to Agreement and Plan of Merger, dated as of July 1, 2025, by and among NLS Pharmaceutics Ltd., NLS Pharmaceutics (Israel) Ltd. and Kadimastem Ltd. (included as Annex A to the proxy statement/prospectus on Registration Statement on Form F-4 filed on September 3, 2025).
10.31		Amendment No. 6 to Agreement and Plan of Merger, dated as of July 18, 2025, by and among NLS Pharmaceutics Ltd., NLS Pharmaceutics (Israel) Ltd. and Kadimastem Ltd. (included as Annex A to the proxy statement/prospectus on Registration Statement on Form F-4 filed on September 3, 2025).
10.32		Amendment No. 7 to Agreement and Plan of Merger, dated as of August 29, 2025, by and among NLS Pharmaceutics Ltd., NLS Pharmaceutics (Israel) Ltd. and Kadimastem Ltd. (included as Annex A to the proxy statement/prospectus on Registration Statement on Form F-4 filed on September 3, 2025).
10.33		Form of Contingent Value Rights Agreement,by and between NewcelX Ltd. and VStock Transfer, LLC, dated November 4, 2024 (filed as Exhibit 99.2 to Form 6-K (File No. 001-39957) filed November 5, 2024).
10.34		Form of Support Agreement, by and between NewcelX Ltd. and certain shareholders of Kadimastem Ltd., dated November 4, 2024 (filed as Exhibit 99.3 to Form 6-K (File No. 001-39957) filed November 5, 2024).
10.35		Securities Purchase Agreement, by and between NewcelX Ltd. and Alpha Capital Anstalt, dated December 4, 2024 (filed as Exhibit 99.1 to Form 6-K (File No. 001-39957) filed December 5, 2024).
10.36		Securities Purchase Agreement, by and between NewcelX Ltd. and certain accredited investors, dated March 27, 2025 (filed as Exhibit 99.1 to Form 6-K (File No. 001-39957) filed March 28, 2025).
10.37		Common Shares Purchase Agreement, by and between NewcelX Ltd. and an institutional investor, dated March 28, 2025 (filed as Exhibit 99.3 to Form 6-K (File No. 001-39957) filed March 31, 2025).
10.38		Form of Pre-Funded Warrant (filed as Exhibit 99.4 to Form 6-K (File No. 001-39957) filed March 31, 2025).
10.39		Registration Rights Agreement, by and between NewcelX Ltd. and the investors party thereto, dated March 27, 2025 (filed as Exhibit 99.2 to Form 6-K (File No. 001-39957) filed March 31, 2025).
10.40		License Agreement by and between NewcelX Ltd. and Novartis Pharma AG, dated March 10, 2021 (filed as Exhibit 4.6 to Annual Report on Form 20-F filed on May 14, 2021).
10.41		Amendment No. 1 to Pre-Funded Warrant dated April 26, 2023 between NewcelX Ltd. and the pre-funded warrant holders named therein (filed as Exhibit 4.17 to Annual Report on Form 20-F filed May 15, 2024).
10.42		License Agreement by and between NewcelX Ltd. and Aexon Labs Inc., dated March 19, 2024 (filed as Exhibit 4.18 to Annual Report on Form 20-F (File No. 001-39957) filed May 15, 2024).
10.43		Addendum to Loan Agreement dated November 15, 2023 (filed as Exhibit 99.2 to Form 6-K filed May 14, 2024).
10.44		Second Addendum to Loan Agreement dated September 28, 2023 (filed as Exhibit 99.1 to Form 6-K filed May 14, 2024).
10.45		Form of Securities Purchase Agreement dated as of April 1, 2026, between the Company and the investors signatory thereto (filed as Exhibit 10.1 to Form 6-K filed on April 1, 2026).
10.46		Form of Common Warrant (filed as Exhibit 10.2 to Form 6-K filed on April 1, 2026).
10.47		Form of Pre-Funded Warrant (filed as Exhibit 10.3 to Form 6-K filed on April 1, 2026).
23.1**		Consent of Kost Forer Gabbay & Kasierer, a member of EY Global.
23.2*		Consent of Baker McKenzie AG, Swiss counsel to NewcelX Ltd. (included in Exhibit 5.1)
24.1**		Power of Attorney (included on signature page).
107*		Filing Fee Table

Previously filed.

Filed herewith.

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Item 9. Undertakings

(a)

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

(5)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

If the registrant is relying on Rule 430B:

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness of the date of the first contract or sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date and underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

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ii.

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectus filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell securities to such purchaser:

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c)

The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this prospectus as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this post-effective amendment to registration statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Zurich, Switzerland, on May 5, 2026.

NEWCELX LTD.

By:	/s/ Ronen Twito
	Ronen Twito
	Chief Executive Officer and Executive Chairman

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Ronen Twito and Omri Hagai, acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this registration statement, whether pre-effective or post-effective and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this registration statement or any amendments or supplements hereto or any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Ronen Twito	Chief Executive Officer and Executive Chairman	May 5, 2026
Ronen Twito	(Principal Executive Officer)

/s/ Omri Hagai	Chief Financial Officer and Chief Operating Officer	May 5, 2026
Omri Hagai	(Principal Financial and Accounting Officer)

/s/ Michel Revel	Directors	May 5, 2026
Michel Revel

/s/ Alexander Zwyer	Director	May 5, 2026
Alexander Zwyer

/s/ Olivier Samuel	Director	May 5, 2026
Olivier Samuel

/s/ Eran Iohan	Director	May 5, 2026
Eran Iohan

/s/ Liora Oren	Director	May 5, 2026
Liora Oren

/s/ Tamar Galili	Director	May 5, 2026
Tamar Galili

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, Puglisi & Associates, the duly authorized representative in the United States of NewcelX Ltd., has signed this registration statement on May 5, 2026.

PUGLISI & ASSOCIATES

By:	/s/ Donald J. Puglisi
Name:	Donald J. Puglisi
Title:	Managing Director

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SEC Form POS AM filed by NewcelX Ltd.