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NLS Pharmaceutics Ltd.

The Circle 6

8058 Zurich, Switzerland

July 29, 2025

Via EDGAR

Angela Connell

Doris Stacey Gama

Alan Campbell

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

    Re:
    NLS Pharmaceutics Ltd. (the
    “Company,” “we,” “our” and similar terminology)

    Amendment No. 5 to Registration Statement on Form F-4

    Filed June 9, 2025

    File No. 333-284075

Ladies and Gentlemen:

The purpose of this letter is to respond to the
comment letter of July 23, 2025, received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission regarding
the above-mentioned Amendment No. 5 to the Registration Statement on Form F-3. For your convenience, your original comments appear in
bold text, followed by our response. We are concurrently filing Amendment No. 6 to the Registration Statement on Form F-4 (“Amendment
No. 6”).

Page references in our responses are to Amendment
No. 6. Unless otherwise stated, any defined terms in Amendment No. 6 apply within this letter.

Amendment No. 5 to Registration Statement
on Form F-4

Extraordinary Shareholder Meeting of NLS

Record Date; Outstanding Shares; Shareholders
Entitled to Vote, page 105

 1. Please provide us with a rollforward
                                            of each class of equity security that reconciles amounts reported herein to those reported
                                            on your December 31, 2024 Consolidated Balance Sheet. Please also address the following:

 ● Your
                                            disclosure indicates that you hold a certain amount of each equity class as Treasury shares.
                                            However, you do not present Treasury shares on the face of your financial statements. Please
                                            advise or revise accordingly.

 ●Your
                                            disclosure indicates that you have issued 606,452 Preferred Participation Certificates (PPCs)
                                            as of the date of this prospectus. Please describe the significant terms of these securities
                                            and clarify when they were issued. To the extent that you had issued and outstanding PPCs
                                            as of December 31, 2024, please revise your financial statements to disclose your accounting
                                            policy for these

                                            securities and clarify where they are presented in your financial statements.

 ●Ensure
                                            that all equity issuances subsequent to December 31, 2024 are properly

                                            reflected in both your pro forma financial statements and subsequent events

                                            footnote.

Response: In response to the Staff’s
comment, we refer the Staff to Appendix 1 attached hereto for the requested rollforward schedules which reconcile the amounts reported
on the unaudited pro forma condensed combined balance sheet contained on page 269 of Amendment No. 6 to those reported on the
consolidated balance sheet of the Company as of December 31, 2024. We further provide the following in response to the Staff’s
comment:

 ●Under the Swiss company law, treasury shares are defined as shares
that have been issued and are held by the company itself, and thus are not considered outstanding. Although they may sometimes be informally
referred to as “reserve shares,” these are not merely authorized but unissued shares—they are legally existing shares
held by the company, as governed by Articles 659 to 659c of the Swiss Code of Obligations (the “CO”) Under Swiss statutory
accounting, treasury shares are presented as a separate line item within shareholders’ equity on the face of the balance sheet,
in accordance with Article 959a(2)(3)(e) CO, and must be disclosed for legal and corporate governance purposes, whether they are held
for cancellation, resale, or future financing activities. However, for U.S. GAAP purposes, these shares identified as “treasury
shares” under Swiss law and are not considered issued and outstanding, as they have not yet been transferred to external parties
such as investors or employees.

Therefore, we respectfully advise that
such shares are not required to be presented separately on the face of the balance sheet under ASC 505-30 (Treasury Stock), because these
shares are not held by the Company after having been issued. Instead, these shares are part of the authorized but unissued share capital
and are appropriately excluded from the share count and equity presentation under U.S. GAAP.

Accordingly, as the “treasury
shares” referred to in our disclosure are shares authorized under Swiss law but not yet issued for accounting purposes under U.S.
GAAP, they are not included in the NLS Common Shares issued and outstanding, nor presented separately on the face of the Company’s
financial statements.

 ●On November 8, 2024, the Company issued 1,014,365 Preferred Participation
Certificates (“PPCs”). That number was reduced on January 7, 2025 to 606,452 PPCs. The par value is CHF 0.03 per PPC.

The PPCs were created at the request of our lead investor in 2024 to
have holdings with economic rights that are identical to NLS Preferred Shares, including conversion terms, dividend rights, and liquidation
preferences, but without voting rights both from a Swiss corporate law perspective and contractually. In contrast to our NLS Preferred
Shares which bear voting rights unless contractually removed. Legally, PPCs are issued by the Company and constitute statutory equity
in accordance with Swiss Code of Obligations. However, the conversion feature is, as for the NLS Preferred Shares, contractually agreed.
For accounting purposes, under ASC 480 and ASC 505, PPCs and NLS Preferred Shares are treated as a single class of equity, given their
identical economics and conversion mechanics. We respectfully note that since PPCs and Preferred Shares have identical economic and accounting
characteristics, and since conversion into NLS Common Shares is treated identically under the terms of both NLS Preferred Shares and PPCs,
we believe the accounting presentation is appropriate.

 ●We acknowledge the Staff’s comment and confirm that the Company
has properly reflected its equity issuances subsequent to December 31, 2024 in all material respects in both the pro forma financial statements
and the subsequent events footnote in its financial statements for the year ended December 31, 2024, where applicable. Specifically,
two equity issuances occurred prior to the filing of the Company’s annual report on Form 20-F dated May 16, 2025 (the “Annual
Report”), and are disclosed in both the pro forma financial statements and the subsequent events footnote: (1) the issuance dated
January 8, 2025, pursuant to the Securities Purchase Agreement dated December 4, 2024, and (2) the issuance dated March 28, 2025, pursuant
to the first closing of the Securities Purchase Agreement dated March 27, 2025. A third issuance, completed on June 27, 2025, was included
in the pro forma financial statements but was not included in the subsequent events footnote, as it occurred after the filing of the Annual
Report. This treatment is consistent with the requirements of IAS 10 and ASC 855, which require subsequent event disclosure only for events
that occur before the financial statements are available for issuance. The Company believes, based on the relevant accounting guidance
and the facts available as of the date of the Annual Report, that the disclosure was appropriate in all material respects and no further
adjustments or changes are required.

    2

Approval of Par Value Reduction, Reverse
Split, and Ordinary Share..., page 109

 2. We note that your shareholders will
                                            be asked to approve a reverse split of the issued and outstanding NLS Common Shares within
                                            a range of two-for-one (2:1) to twenty-for-one (20:1) and that a table is provided on page
                                            110 reflecting different reverse split assumptions. We also note your table includes a twenty-five-for-one
                                            scenario (25:1). Given that twenty-five-for-one (25:1) is out of the range being voted on
                                            please remove this assumption or otherwise advise.

Response: In response to the Staff’s
comment, we have revised the disclosure on page 110 of Amendment No. 6 to remove the twenty-five-for-one (25:1) assumption.

Unaudited Pro Forma Condensed Combined
Financial Statements

Notes to accompanying Financial Statements

Pro Forma Adjustments, page 272

 3. Please
                                            explain how the share amounts included in adjustment (C) were calculated. In this regard,
                                            you disclose that you received net proceeds of $2,875,000 in connection
                                            with the issuance of 1,249,904
                                            preferred shares, 568,278 PPCs and warrants to purchase 1,181,818 common shares of NLS. It
                                            is unclear how these amounts equate to the preferred shares par value adjustment of 64,168
                                            presented on page 269.

Response: In response to the Staff’s
comment, adjustment (C) reflects the aggregate par value of equity instruments issued in two financing transactions pursuant to the first
and second closings of the Securities Purchase Agreement dated March 27, 2025 between the Company and certain investors (the “March
2025 SPA”). The financings under the first and second closings were completed on March 28, 2025 and June 26, 2025, respectively.
These instruments included NLS Preferred Shares and PPCs, each with a par value of CHF 0.03, and warrants to purchase NLS Common Shares
with an exercise price of $1.80 per share. The calculation of the par value for these transactions is as follows:

 ●On
March 28, 2025, the Company issued 1,212,121 NLS Preferred Shares, translated at the USD/CHF exchange rate of 1.134.

 ●On June 27, 2025, the Company issued a total of 606,061 equity instruments,
consisting of 37,783 NLS Preferred Shares, and 568,278 PPCs. This issuance was translated using the USD/CHF rate of 1.2613.

The
par value adjustment is calculated as follows:

(1,212,122×0.03×1.134)+(37,783×0.03×1.2613)+(568,278×0.03×1.2613)
= 64,169.

We also acknowledge that the original pro forma adjustment (C) did
not reflect the full breakdown between PPCs and NLS Preferred Shares issued in the March 2025 and June 2025 financings under the March
2025 SPA. In response to the Staff’s comment, we revised adjustment (C) of the pro forma adjustments on page 273 of Amendment No.
6 to provide a more detailed breakdown of the two financings under the March 2025 SPA.

 4. As it relates to adjustments (F)
                                            and (G), please revise to specify the dates of these transactions. As it relates specifically
                                            to adjustment (F), you disclose that 551,532 PPCs were converted into 754,384 common shares,
                                            which implies that such PPCs were reflected in your preferred share balance as of December
                                            31, 2024. As previously requested, please revise your financial statements and relevant disclosures
                                            throughout to disclose the significant terms of your PPCs, your accounting policy for such
                                            securities and where they are classified in your financial statements. Please also tell us
                                            your consideration of presenting PPCs separately from your preferred stock.

Response: In response to the Staff’s
comment, adjustment (F) reflects the conversion of 551,532 PPCs into 754,384 NLS Common Shares, which occurred on the following dates:

 ●January 28, 2025 – 50,000 NLS Common Shares were issued pursuant
to the conversion of 31,250 PPCs.

 ●January 31, 2025 – 150,000 NLS Common Shares were issued pursuant
to the conversion of 93,750 PPCs.

 ●May 20, 2025 – 200,000 NLS Common Shares were issued pursuant
to the conversion of 66,532 PPCs.

 ●June 23, 2025 – 354,384 NLS Common Shares were issued pursuant
to the conversion of 360,000 PPCs.

We confirm that the 551,532 PPCs converted into 754,384 NLS Common
Shares were reflected in the NLS Preferred Share balance as of December 31, 2024 – please refer to Appendix 1. As of December 31,
2024, the NLS Preferred Shares were contractually non-voting, therefore, we believe our financial statements, relevant disclosures throughout
and accounting policy for such securities are accurately reflected.

    3

As previously disclosed, PPCs are economically
and contractually equivalent to NLS Preferred Shares, with the sole distinction being that PPCs are non-voting, a structural feature
specifically requested by the lead investor at the time of their creation in 2024. PPCs share the same liquidation preference, conversion
ratio, and other rights as NLS Preferred Shares, and they can be issued interchangeably depending on share availability in treasury or
as approved by shareholders.

Accordingly, we do not consider it necessary to present PPCs as a separate
class of equity or revise our accounting policy, as both PPCs and NLS Preferred Shares are treated identically for classification purposes
under ASC 505. However, in response to the Staff’s comment, we revised the disclosure on page 303 to provide additional clarity
on the significant terms of the PPCs.

 5. As it relates to adjustment (K),
                                            we note that this adjustment reflects the reduction in par value of your equity securities
                                            from CHF 0.80 to CFH 0.03 effective January 17, 2025. Please explain why you have not provided
                                            additional adjustments for the further reduction in par value to CFH 0.003 and the reverse
                                            share split which are being voted on at your upcoming shareholders' meeting. In this regard,
                                            disclosure throughout your prospectus indicates that the par value reduction and reverse
                                            share split are necessary to meet the Nasdaq initial listing requirement, which is a closing
                                            condition of the Merger Agreement.

Response:
In response to the Staff’s comment, with respect to the anticipated
reverse share split and subsequent par value adjustment, we note that under Swiss corporate law, a reverse share split automatically
results in an increase in the nominal (par) value per share, as the number of outstanding shares is reduced while the stated capital
remains unchanged. As a result, the par value will temporarily increase upon the reverse split.

To align with Nasdaq initial listing requirements, we are proposing
a reverse share split in combination with a simultaneous shareholder resolution to reduce the par value back to its current value (under
an assumption of a 1:10 reverse share split, which we anticipate to be the determined split ratio based on the current share market price
of the NLS Common Shares), which requires a separate shareholder vote. This two-step process—reduction of par value followed by
a reverse split —is mandated by Swiss law and cannot be implemented as a single action.

Be