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CORRESP
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 NLS Pharmaceutics Ltd.

 The Circle 6

 8058 Zurich, Switzerland

 August 15, 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. 6 to Registration Statement on Form F-4
Filed June 29, 2025
File No. 333-284075

 Ladies and Gentlemen:

 The purpose of this letter is to respond to the
comment letter of August 6, 2025, received from the staff (the "Staff") of the U.S. Securities and Exchange Commission regarding
the above-mentioned Amendment No. 6 to the Registration Statement on Form F-4. For your convenience, your original comments appear in
bold text, followed by our response. We intend to file Amendment No. 7 to the Registration Statement on Form F-4 ("Amendment No.
7") in the near future.

 Unless otherwise stated, any defined terms in
Amendment No. 6 apply within this letter.

 Amendment No. 6 to Registration Statement
on Form F-4

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

 1. In
prior comment one we requested a rollforward of each class of equity security that reconciles amounts reported on your December 31, 2024
balance sheet to the amounts disclosed on page 105. While the rollforward provided in Appendix 1 to your response reconciles to your
pro forma balance sheet on page 270, it does not reconcile to amounts disclosed on page 105. In this regard, your disclosure on page
105 states that as of the date of this prospectus, NLS outstanding share capital consisted of 4,908,034 Common Shares, 1,249,904 Preferred
Shares and 606,452 Preferred Participation Certificates. Accordingly, we reissue our comment in part as it relates to the requested reconciliation.

 Response: Below are rollforwards
of each class of equity security that reconcile amounts reported on our December 31, 2024 balance sheet to the amounts disclosed on page
105 of the Form F-4:

 Rollforward of Preferred Shares and PPCs (Including
Par Value Impact)

 Outstanding Shares page105 Rollforward

 (From December 31, 2024 through August 15, 2025
- in USD)

 Adjustment
 Description
 Preferred Shares
 Preferred Participation Certificates
 Par Value Impact (USD)

 Balance as of 12/31/2024
 –
 206,452
 $ 2,740,958

 (C)
 Issuance of Preferred Shares and PPCs in March and June 2025 financing rounds
 1,249,904
 568,278
 64,168

 (F)
 Conversion of PPCs to Common Shares
 –
 (551,532 )
 (18,229 )

 (G)
 Issuance of PPCs
 –
 360,000
 11,898

 (K)
 Adjustment for par value reduction (CHF 0.80 → CHF 0.03) **
 –
 –
 (2,734,135 )

 Ending Balance as of August 15, 2025 (Pro Forma) prior to Treasury Shares *
 1,249,904
 583,198
 –

 Shares held in treasury under Swiss Law

 23,254
 64,661

 Ending Balance as of August 15, 2025 (Pro Forma) and Page 105 per Form-F-4
 1,249,904
 606,452
 $ 64,661

 * Total per pro forma reflected as Preferred Shares is 1,833,102
which consists of the 1,249,904 Preferred Shares and the 583,198 Preferred Participation Certificates.

 ** Reduction of Par Value was approved by the Company's shareholders'
on January 15, 2025

 Common Shares Rollforward (Number of Shares and
Par Value Impact)

 Outstanding Shares page105 Rollforward

 (From December 31, 2024 through August 15, 2025-
in USD)

 Adjustment
 Description
 Number of Shares
 Par Value Impact (USD)

 Beginning balance as of 12/31/2024, per the financial statements included in Form 20-F
 3,159,535
 $ 166,353

 (B)
 Exercise of warrants
 76,847
 2,540

 (A)
 Subsequent issuance under December 2024 securities purchase agreement
 161,290
 5,331

 (F)
 Conversion of 551,532 PPCs
 754,384
 24,933

 (K)
 Adjustment for par value reduction (CHF 0.80 → CHF 0.03) **
 –
 (61,927 )

 Ending Balance as of August 15, 2025 (Pro Forma) prior to Kadimastem share issuance
 *
 4,152,056
 –

 _
 Shares held in treasury for future financing, per Swiss Law
 755,978
 –

 Ending Balance Total as of August 15, 2025 per Commercial Register of Zurich under Swiss Law and Page 105 per Form-F-4
 4,908,034
 $ 1,879,046

 * The total number of shares outstanding on a pro forma basis,
including the Kadimastem transaction, is 50,184,342. Deducting the 46,032,286 shares to be issued to Kadimastem shareholders upon completion
of the merger results in 4,152,056 shares, which reconciles to the pro forma ending balance as of August 15, 2025 noted above.

 ** Reduction of the Par Value was approved by the Company's
shareholders on January 14, 2025.

 We intend to update the disclosure on page 105
of the Form F-4, prospectively, to conform the number of shares outstanding to the figures recorded in the Commercial Register of the
Canton of Zurich under Swiss law, with separate disclosure for Common Shares, Preferred Participation Certificates, and treasury shares.

 2

 2. As
a related matter, please provide an additional rollforward of each class of equity security for each of the last three fiscal years.
For illustration purposes, please differentiate your preferred shares from your preferred participating certificates. Ensure that any
stock splits and/or par value changes are adequately reflected. Please also explain why amounts reported in your financial statements
as of December 31, 2024 differ from those disclosed in Exhibit 2.1 to your Form 20-F for the year ended December 31, 2024. In this regard,
your balance sheet on page F-4 discloses 3,159,535 common shares and 206,452 preferred shares (preferred participating certificates)
outstanding as of December 31, 2024. By contrast, Exhibit 2.1 states that as of December 31, 2024 you had outstanding common
shares of 2,901,228, registered preferred shares of 598,539 and participation capital in the form of preferred participating certificates
of 1,014,365.

 Response: The following table presents
a comprehensive rollforward of each class of equity security, the Preferred Shares, Preferred Participation Certificates (PPCs), and Common
Shares, for the last three fiscal years, with distinctions between Preferred Shares and PPCs, and adjustments for stock splits and par
value changes.

 Rollforward
of Preferred Shares, Preferred Participation Certificates, and Common Shares

 Year
 / Transaction
 Preferred Shares
 Amount (USD)
 PPCs (Shares)
 Amount (USD)
 Common Shares
 Amount (USD)

 Balance, Jan 1, 2022
 –
 –
 –
 –
 405,585
 314,948

 Issuance – Registered Direct Offering (net)
 –
 –
 –
 –
 75,384
 60,308

 Issuance – ATM financing
 –
 –
 –
 –
 –
 440

 Exercise of pre-funded warrants
 –
 –
 –
 –
 –
 23,692

 Issuance – Private Placement (net)
 –
 –
 –
 –
 266,842
 218,838

 Conversion of convertible notes payable
 –
 –
 –
 –
 62,911
 50,329

 Balance, Dec 31, 2022
 –
 –
 –
 –
 810,722
 668,555

 Balance, Dec 31, 2023
 –
 –
 –
 –
 810,722
 668,555

 Issuance – Private Placement (net)
 –
 –
 –
 –
 1,063,396
 922,391

 Issuance of Preferred Shares – Debt Assumption
 806,452
 708,969
 –
 –
 –
 –

 Exchange of Preferred Shares for PPCs
 (806,752 )

 806,752

 Conversion of PPCs into Common Shares

 (600,000 )
 (542,616 )
 600,000
 542,616

 Issuance–Debt Conversion
 –
 –
 –
 –
 493,986
 434,273

 Exercise of pre-funded warrants
 –
 –
 –
 –
 191,431
 173,123

 Balance, Dec 31, 2024
 –
 708,969
 206,452
 (542,616 )
 3,159,535
 2,740,958

 The Company combined the Preferred Shares and
Preferred Participation Certificates into a single class of preferred equity for purposes of the Form 20-F financial statements because
the economic values of the Preferred Shares and Preferred Participation Certificates are the same. This presentation differs from the
share classes disclosed in Exhibit 2.1, which separately lists Preferred Shares and Preferred Participation Certificates in order to provide
a complete description of the Company's securities as required by that exhibit.

 As of December 31, 2024, under Swiss statutory
reporting requirements, the Company had a share capital of CHF 2,799,813.60 divided into 2,901,228 registered Common Shares with a nominal
value of CHF 0.80 each and 598,539 registered Preferred Shares with a nominal value of CHF 0.80 each. The Company also had a participation
capital of CHF 811,492.00 divided into 1,014,365 Preferred Participation Certificates with a nominal value of CHF 0.80 each.

 3

 On November 13, 2024, as disclosed in our Form
6-K filed November 15, 2024, the Company filed Amended and Restated Articles of Association with the commercial registry of the Canton
of Zurich, Switzerland, to reflect the following:

 ● Capital
 increase of CHF 29,887.20 through the issuance of 37,359 registered Common Shares with a
 nominal value of CHF 0.80 each.

 ● Conversion
 of 598,539 registered Common Shares into 598,539 registered Preferred Shares with a nominal
 value of CHF 0.80 each.

 ● Exchange
 of 207,913 registered Common Shares and 806,452 registered Preferred Shares into 1,014,365
 non-voting registered PPCs with a nominal value of CHF 0.80 each.

 Following this transaction, there were no Preferred
Shares outstanding for U.S. GAAP purposes as of December 31, 2024. The Preferred Participation Certificate balance outstanding as of December
31, 2024 for U.S. GAAP purposes was 206,452, which excludes warehoused but unissued statutory shares that are treated as issued under
Swiss law, but not outstanding under U.S. GAAP.

 As of the date of our Annual Report on Form 20-F
for the year ended December 31, 2024 (which includes Exhibit 2.1), and subsequent to year-end on January 7, 2025, the Company underwent
further changes to its capital structure, including capital increases and changes to the nominal value of its registered Common Shares,
registered Preferred Shares, and Preferred Participation Certificates. Following these subsequent changes, the Company's registered
share capital consisted of CHF 178,738.14, divided into 4,708,034 registered Common Shares with a nominal value of CHF 0.03 each and 1,249,904
registered Preferred Shares with a nominal value of CHF 0.03 each. In addition, the Company had participation capital of CHF 18,193.56,
divided into 606,452 Preferred Participation Certificates with a nominal value of CHF 0.03 each.

 As noted in Response No. 1, the share count reflects
4,908,034 registered Common Shares, which includes the conversion of 200,000 Preferred Participation Certificates into Common Shares which
was recorded subsequent to December 31, 2024 per the Commercial Register of Zurich under Swiss Law.

 We intend to include revisions in Amendment No.
7 to include a comprehensive rollforward of each class of equity security (Preferred Shares, Preferred Participation Certificates, and
Common Shares) for each of the last three fiscal years. The rollforward will clearly differentiate Preferred Shares from Preferred Participation
Certificates and reflect all relevant transactions, including stock splits and par value change.

 3. In
your response to prior comment one, you assert that your preferred participation certificates (PPCs) are identical to your preferred
shares with the exception of voting rights and that therefore you treat your PPCs and preferred shares as a single class of equity for
presentation and disclosure purposes. This assertion appears contradictory to your footnote disclosure on page F-22 which states that
preferred shares do not have voting rights. Please advise and/or revise accordingly.

 Response: We acknowledge the Staff's
comment and provide the following clarification to our previous response.

 Under the Company's Articles of Association,
the Board of Directors has discretion, as determined contractually between the parties, to specify whether any issuance of Preferred Shares
will carry voting rights. The disclosure on page F-22 describes the rights of the Preferred Shares issued in October 2024, which, consistent
with the related securities purchase agreement, did not include voting rights. .As of December 31, 2024, all outstanding Preferred Shares
were those issued in the Preferred Shares transaction that occurred in October 2024, which, consistent with the related securities purchase
agreement, did not include voting rights.

 4

 Accordingly, at that date, the Preferred Shares
and the PPCs were substantially identical in their economic rights, including dividend entitlements, liquidation preferences, conversion
features, and other contractual provisions, including voting rights. The only difference is that PPCs do not, and cannot under the Company's
Articles of Association, have voting rights, whereas Preferred Shares may or may not have voting rights depending on the contractual terms
of issuance. However, as of December 31, 2024, all outstanding Preferred Shares did not contain voting rights; therefore the Preferred
Shares and PPCs had substantially identical economic rights.

 On a prospective basis, the Company intends to
revise its disclosures to provide additional information regarding the number of and economic rights of Preferred Shares and PPCs, including
contractual terms with respect to dividends, voting rights, liquidation preferences, and conversion features.

 4. In
addition, Article 3 of your Articles of Association specifically distinguishes between share capital and participation capital and this
categorization is carried throughout your prospectus. As such, it would appear that separate presentation and disclosure of your PPCs
would provide meaningful information to investors. Currently, your financial statements and related footnotes make no mention of PPCs,
which can be confusing to investors considering the totality of disclosure in your prospectus. Accordingly, please revise your financial
statements to separately present your PPCs, or at a minimum, quantify the composition of your preferred shares and PPCs in your financial
statement footnotes. Please also revise to disclose the pertinent rights and privileges of your PPCs as required by ASC 505-10-50-3.

 Response: We acknowledge the Staff's
comment and agree that our Articles of Association distinguish between share capital and participation capital, with the latter consisting
of Preferred Participation Certificates. Under our Articles of Association and consistent with our Form 6-K filed November 15, 2024, Preferred
Participation Certificates are non-voting registered participation certificates and carry no voting rights. Preferred Shares, by contrast,
may or may not have voting rights depending on the contractual terms established at the time of issuance. For example, the Preferred Shares
issued in the Preferred Shares transaction that occurred in October 2024 did not include voting rights pursuant to the applicable securities
purchase agreements. Therefore, as of December 31, 2024, the Preferred Shares and PPCs had substantially identical economic rights.

 As noted in ASC 505-10-50-3, the Company is required
to disclose the pertinent rights and privileges of each class of capital stock. The rights and privileges of Preferred Participation Certificates
only differ from those of Preferred Shares in that Preferred Participation Certificates carry no voting rights. All other rights (including
dividend rate, liquidation preference, and conversion features) are determined by the contractual terms in effect for a specific issuance.
This is similar to the distinction between authorized but unissued shares, where the underlying rights exist, but may not be applicable
until issuance under agreed terms.

In future filings, beginning with our next periodic report, we will revise our financial statements, within the equity section, and footnotes
to:

 1. Separate Presentation – Present Preferred Participation
Certificates as a distinct line item within the equity section of the balance sheet, separate from Preferred Shares.

 2. Quantification – Disclose the number of Preferred Shares
and Preferred Participati