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Form SCHEDULE 13D NewcelX Ltd. Filed by: League Jinn Sarl

May 4, 2026 4:26 PM EDT





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Consists of (i) 1,104,568 common shares, par value CHF 0.05 of NewcelX Ltd. (the "Common Shares"), (ii) 20,791 common shares issuable upon exercise of warrants at an exercise price of $2.75 per share and expiring on October 10, 2029 that are currently vested and exercisable within 60 days of April 27, 2026, and (iii) 190,908 common shares issuable upon exercise of warrants at an exercise price of $3.025 per share and expiring on April 27, 2031 that are currently vested and exercisable within 60 days of April 27, 2026. The common warrants are subject to a beneficial ownership limitation of 9.99%. The beneficial ownership limitation restricts the holder of the common warrants from exercising that portion of the warrants that would result in League Jinn Sarl owning, after exercise, a number of Common Shares in excess of the beneficial ownership limitation. Mr. Julien Ruggieri, the sole manager of League Jinn Sarl holds voting and dispositive power over the securities held by League Jinn Sarl. (2) Based on 5,345,184 Common Shares issued and outstanding as of April 29, 2026, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 29, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Consists of (i) 1,104,568 common shares, par value CHF 0.05 of NewcelX Ltd. (the "Common Shares"), (ii) 20,791 common shares issuable upon exercise of warrants at an exercise price of $2.75 per share and expiring on October 10, 2029 that are currently vested and exercisable within 60 days of April 27, 2026, and (iii) 190,908 common shares issuable upon exercise of warrants at an exercise price of $3.025 per share and expiring on April 27, 2031 that are currently vested and exercisable within 60 days of April 27, 2026. The common warrants are subject to a beneficial ownership limitation of 9.99%. The beneficial ownership limitation restricts the holder of the common warrants from exercising that portion of the warrants that would result in League Jinn Sarl owning, after exercise, a number of Common Shares in excess of the beneficial ownership limitation. Mr. Julien Ruggieri, the sole manager of League Jinn Sarl holds voting and dispositive power over the securities held by League Jinn Sarl. (2) Based on 5,345,184 Common Shares issued and outstanding as of April 29, 2026, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 29, 2026.


SCHEDULE 13D


 
League Jinn Sarl
 
Signature:/s/ Julien Ruggieri
Name/Title:Julien Ruggieri/Sole Manager of League Jinn Sarl
Date:05/04/2026
 
Julien Ruggieri
 
Signature:/s/ Julien Ruggieri
Name/Title:Julien Ruggieri
Date:05/04/2026

ATTACHMENTS / EXHIBITS

JOINT FILING AGREEMENT DATED MAY 4, 2026, BY AND BETWEEN THE REPORTING PERSONS



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