Ness Ziona, Israel October 29, 2024 -Kadimastem Ltd (“KDST.TA”, “Kadimastem”), a clinical-stage cell therapy company developing and manufacturing “off-the-shelf” allogeneic cell products for the treatment of neurodegenerative diseases and potential cure of diabetes, following the reports back in July 29, 2024 and October 13, 2024 regarding the Company's engagement in a binding memorandum of principles for a merger transaction by way of share exchange with Swiss biopharma company NLS pharmaceutics Ltd Traded on NASDAQ, the Company is pleased to announce that on October 28, 2024,NLS reported that it has received final approval from Nasdaq management that it meets the requirements to continue trading its shares on NASDAQ, which constitutes a significant condition for the completion of the merger transaction. Thus, one of the most significant conditions for the merger transaction has been now met.
In light of the foregoing, the parties are working to sign a final merger agreement. It intends to complete the merger transaction between the companies in the coming months.
The merger transaction is subject to the signing of a final and binding merger agreement between the parties and completion of the merger transaction is subject to the fulfillment of all suspension conditions and may be subject to additional suspension conditions as determined by the parties in the final merger agreement. In light of the foregoing, this document may include forward-looking information as defined in the Securities Law, 5728-1968. Forward-looking information is uncertain and generally not under the Company's control, Including approval by the US Securities and Exchange Commission and the Nasdaq Stock Exchange for the trading application of the merged company, etc. The Company's assessments may be materialized in a manner that differs materially and/or will not be realized at all, etc. may be affected, inter alia, by the risk factors that characterize the Company's activity as well as developments in the general environment and external factors affecting the Company's activity. The Company does not undertake to update or change such forecast or estimate and does not undertake to update this document. This document does not constitute an offer to purchase the Company's securities or an invitation to receive such offers. Investing in securities in general and in the company in particular carries risks.
About Kadimastem
Kadimastem is a clinical stage cell therapy company whose shares are listed on the Tel Aviv Stock Exchange “KDST.TA”. Kadimastem is developing "off-the-shelf", allogeneic, proprietary cell products based on its technology platform for the expansion and differentiation of Human Embryonic Stem Cells (hESCs) into functional cells. AstroRx®, Kadimastem‘s lead product, is an astrocyte cell therapy in clinical development for the treatment for ALS and in pre-clinical studies for other neurodegenerative indications
IsletRx is Kadimastem‘s treatment for diabetes. IsletRx is comprised of functional pancreatic islet cells producing and releasing insulin and glucagon. IsletRx is intended to treat and potentially cure patients with insulin-dependent diabetes.
Kadimastem was founded by Professor Michel Revel, CSO of Kadimastem, who is Professor Emeritus of Molecular Genetics at the Weizmann Institute of Science. Professor Revel received the Israel Prize for the invention and development of Rebif®, a multiple sclerosis drug sold worldwide.
About NLS Pharmaceutics Ltd.
NLS Pharmaceutics Ltd. is a global development-stage biopharmaceutical company, working with a network of world-class partners and internationally recognized scientists. NLS is focused on the discovery and development of innovative therapies for patients with rare and complex central nervous system disorders. Headquartered in Switzerland and founded in 2015, NLS is led by an experienced management team with a track record of developing and commercializing product candidates. For more information, please visit www.nlspharma.com.
Safe Harbor Statement
This press release contains expressed or implied forward-looking statements pursuant to U.S. Federal securities laws. For example, NLS is using forward-looking statements when it discusses the expected execution of a definitive agreement, and the expected timing of the execution of the definitive agreement and closing of the Transaction, the expected structure of the Transaction, the potential benefits of NLS’ and Kadimastem’s products and product candidates, the positive effects observed by Kadimastem’s compounds, the potential development of additional compounds and that the new product candidates are expected to further enhance the understanding and treatment of neurodegenerative processes. These forward-looking statements and their implications are based on the current expectations of the management of NLS and Kadimastem, and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements; changes in technology and market requirements; either or both companies may encounter delays or obstacles in launching and/or successfully completing their clinical trials; the companies’ products may not be approved by regulatory agencies; their technologies may not be validated as they progress and their methods may not be accepted by the scientific community; either of both of the companies may be unable to retain or attract key employees whose knowledge is essential to the development of their products; unforeseen scientific difficulties may develop with the products being advanced by the companies; their products may wind up being more expensive than anticipated; results in the laboratory may not translate to equally good results in real clinical settings; results of preclinical studies may not correlate with the results of human clinical trials; the companies’ patents may not be sufficient; their products may harm recipients; changes in legislation may adversely impact either or both of the companies; inability to timely develop and introduce new technologies, products and applications; and loss of market share and pressure on pricing resulting from competition, which could cause the actual results or performance of candidate products to differ materially from those contemplated in such forward-looking statements. Except as otherwise required by law, neither Kadimastem nor NLS undertakes any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting NLS is contained under the heading “Risk Factors” in NLS’ annual report on Form 20-F for the year ended December 31, 2023, filed with the Securities and Exchange Commission (SEC), which is available on the SEC’s website, www.sec.gov, and in subsequent filings made by NLS with the SEC.
Kadimastem Contact:
Sarah Bazak
Business Operations Manager
NLS Contact:
Investor Relations ContactInvestorRelations@nls-pharma.comwww.nlspharma.com
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