ZURICH and NESS ZIONA, Israel, Jan. 31,
2025 /PRNewswire/ -- NLS Pharmaceutics Ltd. ("NLS")
(Nasdaq: NLSP), a Swiss clinical-stage biopharmaceutical company
focused on the discovery and development of innovative therapies
for rare and complex central nervous system disorders, and
Kadimastem Ltd. ("Kadimastem") (TASE: KDST), a clinical-stage cell
therapy company developing and manufacturing "off-the-shelf"
allogeneic cell products for the treatment of neurodegenerative
diseases and potential cure for diabetes, are pleased to announce
that in a special general meeting of shareholders held yesterday,
Kadimastem's shareholders approved the merger with NLS (the
"Merger"). This key milestone brings NLS and Kadimastem one step
closer to creating a combined Nasdaq-traded biotechnology company
with a robust portfolio of advanced therapies for neurodegenerative
diseases and diabetes.
NLS is also planning to convene a shareholder meeting for final
approval of the Merger. The collaborative effort between NLS and
Kadimastem underscores the companies' commitment to advance
innovative solutions that address unmet medical needs in the
biopharmaceutical sector.
Ronen Twito, Executive
Chairman and Chief Executive Officer of Kadimastem, stated, "We
are happy that our shareholders have approved this significant
Merger with NLS. We believe that this approval shows the
shareholders' appreciation of the anticipated value creation from
the Merger to leverage NLS's and Kadimastem's combined strengths in
biotechnology. We look forward to completing the Merger and
unlocking new opportunities for growth and innovation."
Alex Zwyer, Chief Executive
Officer of NLS, commented, "Receiving approval from
Kadimastem's shareholders is a significant step forward in the
Merger process. We look forward to the potential benefits of
bringing our two companies together and are committed to working
collaboratively to advance innovative solutions in biotechnology.
We aim to convene our shareholders meeting in the coming weeks to
support a smooth transition toward this partnership."
As the Merger process progresses, both companies remain focused
on aligning their efforts to become a leading force in developing
therapies that address critical health challenges.
About NLS Pharmaceutics Ltd.
NLS is a global development-stage biopharmaceutical company,
working with a network of world-class partners and internationally
recognized scientists, focused on the discovery and development of
innovative therapies for patients with rare and complex central
nervous system disorders who have unmet medical needs.
Headquartered in Switzerland and
founded in 2015, NLS is led by an experienced management team with
a track record of developing and commercializing product
candidates. For more information, please visit
www.nlspharma.com.
About Kadimastem
Kadimastem is a clinical stage cell therapy company, developing
"off-the-shelf," allogeneic, proprietary cell products based on its
technology platform for the expansion and differentiation of Human
Embryonic Stem Cells (hESCs) into functional cells. AstroRx®, the
company's lead product, is an astrocyte cell therapy in clinical
development for the treatment for ALS and in pre-clinical studies
for other neurodegenerative indications.
IsletRx is the company's treatment for diabetes. IsletRx is
comprised of functional pancreatic islet cells producing and
releasing insulin and glucagon, intended to treat and potentially
cure patients with insulin-dependent diabetes. Kadimastem was
founded by Professor Michel Revel,
Chief Scientific Officer of Kadimastem and Professor Emeritus of
Molecular Genetics at the Weizmann Institute of Science. Professor
Revel received the Israel Prize for the invention and development
of Rebif®, a multiple sclerosis blockbuster drug sold worldwide.
Kadimastem is traded on the Tel Aviv Stock Exchange (TASE:
KDST).
Social Media: LinkedIn, X, Facebook, Instagram
Safe Harbor Statement
This press release contains expressed or implied forward-looking
statements pursuant to U.S. Federal securities laws. For example,
NLS and Kadimastem are using forward-looking statements when they
discuss the expected closing of the transaction and the potential
benefits of the transaction to NLS and Kadimastem and their
respective shareholders, including value creation for shareholders,
as well as the expected strategic position of the combined company
following the Merger, if completed. These forward-looking
statements and their implications are based on the current
expectations of the management of NLS and Kadimastem and are
subject to a number of factors and uncertainties that could cause
actual results to differ materially from those described in the
forward-looking statements. The following factors, among others,
could cause actual results to differ materially from those
described in the forward-looking statements: risks related to the
companies' ability to complete the Merger on the proposed terms and
schedule, including risks and uncertainties related to the
satisfaction of the closing conditions related to the merger
agreement and risks and uncertainties related to the failure to
timely, or at all, obtain shareholder approvals for the
transaction; unexpected costs, charges or expenses resulting from
the transaction and potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the Merger; changes in technology and market
requirements; either or both companies may encounter delays or
obstacles in launching and/or successfully completing their
clinical trials; the companies' products may not be approved by
regulatory agencies; their technologies may not be validated as
they progress and their methods may not be accepted by the
scientific community; either of both of the companies may be unable
to retain or attract key employees whose knowledge is essential to
the development of their products; unforeseen scientific
difficulties may develop with the products being advanced by the
companies; their products may wind up being more expensive than
anticipated; results in the laboratory may not translate to equally
good results in real clinical settings; results of preclinical
studies may not correlate with the results of human clinical
trials; the companies' patents may not be sufficient; their
products may harm recipients; changes in legislation may adversely
impact either or both of the companies; inability to timely develop
and introduce new technologies, products and applications; and loss
of market share and pressure on pricing resulting from competition,
which could cause the actual results or performance of candidate
products to differ materially from those contemplated in such
forward-looking statements. Except as otherwise required by law,
neither Kadimastem nor NLS undertakes any obligation to publicly
release any revisions to these forward-looking statements to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events. More detailed information
about the risks and uncertainties affecting NLS is contained under
the heading "Risk Factors" in NLS's annual report on Form 20-F for
the year ended December 31, 2023,
filed with the Securities and Exchange Commission ("SEC"), which is
available on the SEC's website, www.sec.gov, and in subsequent
filings made by NLS with the SEC, including under the heading
"Risk Factors" in NLS's registration statement on Form F-4, filed
with the SEC on December 27,
2024.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information about the Transaction and Where to
Find It
In connection with the proposed transaction, NLS has filed a
Registration Statement on Form F-4, including a proxy
statement/prospectus, with the SEC. NLS may also file other
relevant documents with the SEC regarding the proposed transaction.
This document is not a substitute for the proxy
statement/prospectus or any other document that NLS may file with
the SEC. The proxy statement (if and when available) will be mailed
or delivered to shareholders of NLS and Kadimastem. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able
to obtain free copies of the proxy statement/prospectus (if and
when available) and other documents containing important
information about NLS and Kadimastem and the proposed transaction,
once such documents are filed with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by the Company will be available free
of charge on NLS's website at www.nlspharma.com.
Participants in the Solicitation
NLS, Kadimastem, and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from NLS and Kadimastem shareholders in
respect of the proposed transaction. Information about the
directors and executive officers of NLS, including a description of
their direct or indirect interests, by security holdings or
otherwise, is set forth in NLS's Annual Report on Form 20-F for the
fiscal year ended December 31, 2023,
which was filed with the SEC on May 15,
2024. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be
filed with the SEC regarding the proposed merger when such
materials become available. Investors should read the proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from NLS Pharmaceutics using the sources
indicated above.
Photo:
https://mma.prnewswire.com/media/2610278/NLS_Pharmaceutics_and_Kadimastem.jpg
NLS contact:
investorrelations@nls-pharma.com
www.nlspharma.com
Kadimastem contact:
Sarah Bazak
Investors Relations
s.bazak@kadimastem.com
www.kadimastem.com
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SOURCE NLS Pharmaceutics Ltd.; Kadimastem Ltd.
