SEC Comment Letter 0000000000-24-012205 to NewcelX Ltd. (NCEL)
NewcelX Ltd.
Date: Nov. 1, 2024 · CIK: 0001783036 · Accession: 0000000000-24-012205
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282788
Letter
November 1, 2024 Alexander Zwyer Chief Executive Officer NLS Pharmaceutics Ltd. The Circle 6 8058 Zurich, Switzerland Re:NLS Pharmaceutics Ltd. Registration Statement on Form F-3 Filed October 23, 2024 File No. 333-282788 Dear Alexander Zwyer: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form F-3 filed October 23, 2024 General 1.We note that on July 29, 2024 you entered into a binding term sheet with respect to a merger with Kadimastem Ltd (the "Transaction"), subject to, among other things, entry into a definitive agreement and approval by NLS and Kadimastem stockholders. We also note that your Report on Form 6-K filed on July 30, 2024 indicates that a definitive agreement was expected to be executed in September 2024 with an expected Transaction closing before December 31, 2024. Please tell us, and revise the registration statement to disclose, the current status of the Transaction. Also, please provide us an analysis of whether pro forma financial statements and financial statements of Kadimastem are required. Refer to Rule 11-01 and Rule 3-05 of Regulation S-X.
November 1, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Lauren Hamill at 303-844-1008 or Joe McCann at 202-551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Ron Ben-Bassat
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November 1, 2024
Alexander Zwyer
Chief Executive Officer
NLS Pharmaceutics Ltd.
The Circle 6
8058 Zurich, Switzerland
Re:NLS Pharmaceutics Ltd.
Registration Statement on Form F-3
Filed October 23, 2024
File No. 333-282788
Dear Alexander Zwyer:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3 filed October 23, 2024
General
1.We note that on July 29, 2024 you entered into a binding term sheet with respect to a
merger with Kadimastem Ltd (the "Transaction"), subject to, among other things,
entry into a definitive agreement and approval by NLS and Kadimastem
stockholders. We also note that your Report on Form 6-K filed on July 30, 2024
indicates that a definitive agreement was expected to be executed in September 2024
with an expected Transaction closing before December 31, 2024. Please tell us, and
revise the registration statement to disclose, the current status of the Transaction.
Also, please provide us an analysis of whether pro forma financial statements and
financial statements of Kadimastem are required. Refer to Rule 11-01 and Rule 3-05
of Regulation S-X.
November 1, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Lauren Hamill at 303-844-1008 or Joe McCann at 202-551-6262 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Ron Ben-Bassat