NLS Pharmaceutics to Merge with Kadimastem

November 4, 2024

DENVER, Colo., Nov 04, 2024 (247marketnews.com)- NLS Pharmaceutics (NASDAQ: NLSP) and Kadimastem, a Tel Aviv listed clinical-stage cell therapy company, reported entering into a definitive merger agreement that combines the two companies, so they can focus on advancing NLS’s Dual Orexin Agonist platform (“DOXA”) and Kadimastem’s allogenic cell therapy program that mainly targets diabetes and amyotrophic lateral sclerosis (ALS).

The Companies plan on initiating Phase 2a studies in the U.S. following the closing of the transaction. NLS anticipates divesting its other legacy assets, including the Mazindol ER, and distributing the net proceeds of the disposition to NLS’s shareholders and warrant holders. Upon closing the merger, NLS projects that it will issue shares of its common stock to Kadimastem’s shareholders based on an initial target fully diluted share split, post transaction, of 85% to Kadimastem stakeholders and 15% to NLS stakeholders, in exchange for 100% of Kadimastem’s issued and outstanding shares.

Alex Zwyer, CEO of NLS, commented, ‟I believe that the merger is an outstanding opportunity to progress our proprietary DOXA platform and help to enhance Kadimastem’s portfolio of neurodegenerative and diabetes candidates.

“This transaction represents NLS’ commitment to delivering value to its shareholders by preserving the value of our legacy assets, including Mazindol, through the contingent value rights agreement, while also providing the opportunity for upside in the combined company with a promising cell therapy technological platform.”

Ronen Twito, Kadimastem’s Executive Chairman & President, added, “We are pleased to announce our merger with NLS and believe that the exposure of the combined company’s assets to the U.S. capital markets through our new Nasdaq listing will enable us to develop our portfolio and increase Kadimastem shareholder value. We remain focused on initiating our Phase IIa multi-site clinical trial of AstroRx®, a product candidate for the potential treatment of ALS, which is planned to be initiated following the closing of the merger, and jointly progressing our diabetes program IsletRx with our U.S. based partner to a pre-investigational new drug (IND) submission with the U.S. Food and Drug Administration in the first quarter of 2025.”

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