NLS Pharmaceutics shareholders approve merger with Kadimastem

NLS Pharmaceutics Ltd. (NASDAQ: NLSP) shareholders approved the merger with Kadimastem Ltd. (TASE: KDST) at an extraordinary general meeting held September 29, according to a press release statement. The vote removes the final corporate hurdle prior to closing the transaction.

The combined company will be named NewCelX Ltd. and trade on Nasdaq under the ticker "NCEL," subject to final Nasdaq approval. Under the approved terms, Kadimastem shareholders will own 84.4% of the combined company and NLS shareholders 15.6%.

The merger unites Kadimastem's cell therapy programs, including a Phase 2a ALS study of AstroRx and the IsletRx diabetes program, with NLS's central nervous system small-molecule expertise. Kadimastem develops treatments for neurodegenerative diseases and diabetes, while NLS focuses on CNS disorders.

Ronen Twito will serve as Executive Chairman and Chief Executive Officer of the combined company. Prof. Michel Revel, founder of Kadimastem, will be Chief Scientific Officer and a director. Additional directors will include Eran Iohan, Liora Oren, and Tammy Galili.

Shareholders approved several proposals including the merger agreement, capital structure changes including a reverse stock split, election of the new board of directors, amendments to articles of association, and the company name change to NewCelX AG.

"We are grateful to our shareholders for their strong support of the merger and related proposals," said Alexander Zwyer, Chief Executive Officer of NLS Pharmaceutics.

Twito added that the combined company will unite Kadimastem's advanced cell therapy clinical programs with NLS's expertise in CNS small-molecule therapies.

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