Filed
Pursuant to Rule 424(b)(5)
Registration No. 333-262489
PROSPECTUS
SUPPLEMENT
(To Prospectus Dated February 11, 2022)
3,015,384
Common Shares
Pre-Funded
Warrants to Purchase up to 1,184,616 Common Shares
We are offering on a “best efforts” basis 3,015,384 of
our common shares, 0.02 CHF par value per share, or the Shares. The purchase price of each Share is $1.04. We are also offering on a “best
efforts” basis pre-funded warrants to purchase up to 1,184,616 of our common shares to certain purchasers whose purchase of additional
Shares in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially
owning more than 9.99% of our outstanding common shares immediately following the consummation of this offering, or the Pre-Funded Warrants.
The purchase price of each Pre-Funded Warrant is equal to $1.02, which is equal to the sale price of the Shares minus CHF
0.02 (or $0.02), the exercise price of each Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and may be exercised
at any time until all of the Pre-Funded Warrants are exercised in full.
The
Shares and Pre-Funded Warrants are being sold in this offering to certain investors under a securities purchase agreement dated April
13, 2022 between us and the investors.
Our
common shares are traded on the Nasdaq Capital Market under the symbol “NLSP.” On April 12, 2022, the last reported sale
price of our common shares on the Nasdaq Capital Market was $1.04 per share. There is no established public trading market for the Pre-Funded
Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the Pre-Funded Warrants on
any national securities exchange or other nationally recognized trading system.
In
a concurrent private placement, or the Private Placement, we are also selling, to the purchasers of Shares and Pre-Funded Warrants in
this offering, warrants to purchase up to 3,150,000 of our common shares, or the Private Placement Warrants. The Private Placement Warrants
will have an exercise price of $1.04 per share, are exercisable six months after their issuance and will remain exercisable for a period
of 5 years from such date. The Private Placement Warrants and the common shares issuable upon exercise of the Private Placement Warrants
are not being registered under the Securities Act of 1933, as amended, or the Securities Act, are not being offered pursuant to this
prospectus supplement and the accompanying prospectus, and are being offered pursuant to the exemption provided in Section 4(a)(2) under
the Securities Act and Rule 506(b) promulgated thereunder. We have agreed to use commercially reasonable best efforts to file a registration
statement on Form F-1 (or other appropriate form) providing for the resale by the purchasers of the Private Placement Warrants and the
common shares issuable upon exercise of the Private Placement Warrants as soon as practicable (and in any event within 60 calendar days
of the closing of the offering).
The
aggregate market value of our common shares held by non-affiliates pursuant to General Instruction I.B.5 of Form F-3 is $13,892,539,
which was calculated based on 7,893,488 common shares outstanding held by non-affiliates and at a price of $1.76 per share, the closing
price of our common shares on March 16, 2022, a date that is within 60 days of filing this prospectus supplement. As of the date hereof,
we have sold $31,788 of our securities pursuant to General Instruction I.B.5. of Form F-3 within the prior 12 months.
Investing
in our common shares involves a high degree of risk. See “Risk Factors” beginning on page S-4 of this prospectus supplement
and in the documents incorporated by reference into this prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
We
have engaged A.G.P./Alliance Global Partners, or the placement agent, as our exclusive placement agent in connection with this offering.
This offering is being conducted on a “best efforts” basis and the placement agent has no obligation to buy any of the securities
from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay the placement
agent fees set forth in the table below. See “Plan of Distribution” beginning on page S-13 of this prospectus supplement
for more information.
| |
PER SHARE | | |
PER PRE-FUNDED WARRANT | | |
TOTAL | |
Public offering price | |
$ | 1.04 | | |
$ | 1.02 | | |
$ | 4,368,000 | |
Placement agent fees(1) | |
$ | 0.0711 | | |
$ | 0.0714 | | |
$ | 298,772 | |
Proceeds to us (before expenses) | |
$ | 0.9689 | | |
$ | 0.9486 | | |
$ | 4,069,228 | |
(1) |
We
have agreed to pay the placement agent a placement agent’s fee equal to $298,772, or 7% of the aggregate purchase price of
the Shares and Pre-Funded Warrants sold in this offering, excluding any Shares or Pre-Funded Warrants sold to certain parties introduced
by us. These amounts have therefore been calculated to exclude 95,984 Shares which are expected to be sold to Ronald Hafner, our
Chairman of the Board. See “Plan of Distribution” beginning on page S-13 of this prospectus supplement for a description
of the compensation payable to the placement agent. |
Delivery
of the securities is expected to be made on or about April 25, 2022.
A.G.P.
Prospectus
Supplement dated April 13, 2022
TABLE
OF CONTENTS
Prospectus
Supplement
Prospectus
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying prospectus are part of a shelf registration statement that we filed with the Securities and
Exchange Commission, or SEC, using a “shelf” registration process. This prospectus supplement amends and supplements the
information contained in the prospectus filed as a part of our registration statement on Form F-3 (File No. 333-262489), which was declared
effective as of February 11, 2022, or our Registration Statement. This document is in two parts. The first part is the prospectus supplement,
including the documents incorporated by reference, which describes the specific terms of this offering. The second part, the accompanying
prospectus, including the documents incorporated by reference, provides more general information. Generally, when we refer to this prospectus
supplement, we are referring to both parts of this document combined. We urge you to carefully read this prospectus supplement and the
accompanying prospectus, and the documents incorporated by reference herein and therein, before buying any of the securities being offered
under this prospectus supplement. This prospectus supplement may add, update or change information contained in the accompanying prospectus.
To the extent that any statement that we make in this prospectus supplement is inconsistent with statements made in the accompanying
prospectus or any documents incorporated by reference therein filed prior to the date of this prospectus supplement, the statements made
in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated
by reference therein.
You
should rely only on the information contained or incorporated herein by reference in this prospectus supplement and contained or incorporated
therein by reference in the accompanying prospectus. We have not authorized anyone to provide you with different or additional information.
If anyone provides you with different, additional or inconsistent information, you should not rely on it.
We
are offering to sell the securities only in jurisdictions where such offers and sales are permitted. The distribution of this prospectus
supplement and the accompanying prospectus and the offering of the securities in certain jurisdictions or to certain persons within such
jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and
the accompanying prospectus must inform themselves about and observe any restrictions relating to the offering of the securities and
the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement
and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an
offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction
in which it is unlawful for such person to make such an offer or solicitation.
You should assume that the information in this prospectus supplement
and the accompanying prospectus is accurate only as of the date on the front of the applicable document and that any information we have
incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery
of this prospectus supplement or the accompanying prospectus, or any sale of a security. Our business, financial condition, results of
operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and
the documents incorporated by reference in this prospectus supplement and the accompanying prospectus when making your investment decision.
You should also read and consider the information in the documents we have referred you to in the sections of this prospectus supplement
and the accompanying prospectus titled “Where You Can Find More Information” and “Incorporation of Certain Information
by Reference.”
The
representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated
by reference herein or in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in
some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
This
prospectus supplement, the accompanying prospectus, and the information incorporated herein and therein by reference includes trademarks,
service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated
by reference into this prospectus supplement or the accompanying prospectus are the property of their respective owners.
In
this prospectus supplement, “we,” “us,” “our,” the “Company” and “NLS” refer
to NLS Pharmaceutics Ltd., and its wholly owned subsidiary, NLS Pharmaceutics Inc., a Delaware corporation.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights certain information about us, this offering and selected information contained elsewhere in or incorporated by reference
into this prospectus supplement and the accompanying prospectus. This summary is not complete and does not contain all of the information
that you should consider before deciding whether to invest in our common shares. For a more complete understanding of our company and
this offering, we encourage you to read and consider carefully the more detailed information in this prospectus supplement and the accompanying
prospectus, including the information incorporated by reference into this prospectus supplement and the accompanying prospectus, and
the information referred to under the heading “Risk Factors” in this prospectus supplement on page S-3 and on page 3 of the
accompanying prospectus, and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.
The
Company
We
are a clinical-stage biopharmaceutical company focused on the discovery and development of innovative therapies for patients with rare
and complex central nervous system, or CNS, disorders with unmet medical needs. Our lead compound mazindol, a triple monoamine reuptake
inhibitor and partial orexin receptor 2 agonist, in a proprietary extended-release, or ER, formulation, is being developed for the treatment
of narcolepsy (lead indication) and attention deficit hyperactivity disorder, or ADHD (follow-on indication). We believe that this dual
mechanism of action will also enable mazindol ER to provide potential therapeutic benefit in other rare and complex CNS disorders. CNS
disorders are a diverse group of conditions that include neurological, psychiatric, and substance use disorders. However, treatment options
for these conditions are often limited, inadequate or nonexistent, and the development of new CNS treatments generally trails behind
other therapeutic areas. We are pursuing the development of the next generation of CNS therapies with high medical impact to address
this critical and growing unmet need. Our dual development strategy is designed to optimize the outcome of our clinical programs by developing
new chemical entities from known molecules with strong scientific rationale, and also by re-defining previously approved molecules with
well-established tolerability and safety profiles, as determined by applicable regulatory agencies. We believe that our streamlined clinical
development approach has the potential to advance our product candidates rapidly through early-stage clinical trials, while carrying
an overall lower development risk. A lower development risk, we believe, exists with respect to the development of our lead product candidate,
Quilience, and follow-on product candidate, Nolazol, due to their use of mazindol as the active ingredient, which was previously approved
and marketed in the United States, Japan and Europe to manage exogenous obesity (obesity caused by overeating).
Our
registered office and principal executive offices are located at The Circle 6, 8058 Zurich, Switzerland. Our telephone number in Switzerland
is +41.44.512.2150. Our website address is https://nlspharma.com. The information contained on, or that can be accessed through, our
website is not part of this prospectus supplement. We have included our website address in this prospectus supplement solely as an inactive
textual reference.
The
SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers
that file electronically with the SEC. Our filings with the SEC are also available to the public through the SEC’s website at http://www.sec.gov.
Offering
Summary
Common
shares offered by us: |
|
3,015,384
of our common shares. |
|
|
|
Per
share offering price: |
|
$1.04
per share. |
|
|
|
Pre-Funded
Warrants: |
|
We
are also offering Pre-Funded Warrants to purchase up to 1,184,616 of our common shares to certain purchasers whose purchase of additional
Shares in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially
owning more than 9.99% of our outstanding common shares immediately following the consummation of this offering. The purchase price
of each Pre-Funded Warrant is equal to $1.02, which is equal to the purchase price of the Shares minus CHF 0.02 (or $0.02), the exercise
price of each Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all
of the Pre-Funded Warrants are exercised in full. This offering also relates to the common shares issuable upon exercise of any Pre-Funded
Warrants sold in this offering. |
|
|
|
Common
shares (and equivalent) outstanding immediately after this offering: |
|
18,970,536
common shares. |
|
|
|
Use
of Proceeds: |
|
We intend to use the net proceeds from this offering to fund the ongoing
development of our lead product, Quilience® (Mazindol ER) for the treatment of narcolepsy, to support business development and licensing
activities, and for general corporate purposes. See “Use of Proceeds” on page S-8. |
|
|
|
Best
Efforts: |
|
We
have agreed to issue and sell the securities offered hereby to the investors through the placement agent, and the placement agent
has agreed to offer and sell such securities on a “best efforts” basis. The placement agent is not required to sell any
specific number or dollar amount of the securities offered hereby, but will use its best efforts to sell such securities. See “Plan
of Distribution” on page S-13 of this prospectus supplement. |
|
|
|
Risk
Factors: |
|
You
should read the “Risk Factors” section of this prospectus supplement, the accompanying prospectus and in the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of factors to consider before
deciding to purchase shares of our common shares. |
|
|
|
Nasdaq
Capital Market Symbol: |
|
Our common shares are traded on the Nasdaq Capital Market under the
symbol “NLSP.” We do not intend to apply for a listing of the Pre-Funded Warrants on any national securities exchange or other
nationally recognized trading system. |
|
|
|
Concurrent
Private Placement: |
|
In
the concurrent Private Placement, we are also selling, to the purchasers of Shares and Pre-Funded Warrants in this offering, Private
Placement Warrants to purchase up to 3,150,000 common shares. The Private Placement Warrants will have an exercise price of $1.04
per share and are exercisable six months after their issuance and will remain exercisable for a period of 5 years from such date.
The Private Placement Warrants and the common shares issuable upon exercise of the Private Placement Warrants are not being registered
under the Securities Act, are not being offered pursuant to this prospectus supplement and the accompanying prospectus, and are being
offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. We
have agreed to use commercially reasonable best efforts to file a registration statement on Form F-1 (or other appropriate form)
providing for the resale by the purchasers of the Private Placement Warrants and the common shares issuable upon exercise of the
Private Placement Warrants as soon as practicable and in any event within 60 calendar days following the closing of the offering. |
Unless
otherwise indicated, the number of common shares outstanding prior to and after this offering is based on 16,223,389 common shares outstanding
as of December 31, 2021 and excludes the following:
|
● |
warrants to purchase 5,265,168 common shares issued in our initial public offering; |
|
● |
warrants to purchase 144,578 common shares issued to the underwriter in our initial public offering; and |
|
|
|
|
● |
the Private Placement Warrants. |
RISK
FACTORS
Investing
in our securities involves significant risks. Before making an investment decision, you should carefully consider the risks described
below and discussed under the section entitled “Risk Factors” on page 3 of the accompanying prospectus. You should also review
the risks described under “Risk Factors” under Item 3.D. – “Risk Factors” in our most recent annual report
on Form 20-F, or any updates in our Reports on Form 6-K, together with all of the other information appearing in this prospectus supplement,
the accompanying prospectus or incorporated by reference into this prospectus supplement or the accompanying prospectus, in light of
your particular investment objectives and financial circumstances. The risks so described are not the only risks facing us. Additional
risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial
condition and results of operations could be materially adversely affected by any of these risks. The trading price of our securities
could decline due to any of these risks, and you may lose all or part of your investment. The discussion of risks includes or refers
to forward-looking statements; you should read the explanation of the qualifications and limitations on such forward-looking statements
discussed elsewhere in this prospectus supplement.
Risks
Related to This Offering and Ownership of our Common Shares
Management
will have broad discretion as to the use of the proceeds from this offering, and may not use the proceeds effectively.
We intend to use the net proceeds from this offering to fund the ongoing
development of our lead product, Quilience® (Mazindol ER) for the treatment of narcolepsy, to support business development and licensing
activities, and for general corporate purposes. Nonetheless, because we have not designated the amount of net proceeds from this offering
to be used for any particular purpose, our management will have broad discretion as to the application of the net proceeds from this offering
and could use them for purposes other than those contemplated at the time of the offering. Our management may use the net proceeds for
corporate purposes that may not improve our financial condition or market value.
You
will experience immediate and substantial dilution.
You
will incur immediate and substantial dilution as a result of this offering. The public offering price per common share offered pursuant
to this prospectus supplement is substantially higher than the net tangible book value per share. Accordingly, at the public offering
price of $1.04 per share, purchasers of common shares in this offering will experience immediate dilution of $0.80 per share in the as
adjusted net tangible book value of the common shares. To the extent that additional common shares are issued upon exercise of outstanding
warrants, you will incur further dilution. See “Dilution” for a more detailed discussion of the dilution you will incur if
you purchase common shares in this offering.
You
may experience future dilution as a result of future equity offerings.
In
order to raise additional capital, we may in the future offer additional common shares or other securities convertible into or exchangeable
for common shares at prices that may not be the same as the price per share in this offering. We may sell shares or other securities
in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing
shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional
common shares, or securities convertible or exchangeable into common shares, in future transactions may be higher or lower than the price
per share paid by investors in this offering.
There
is no public market for the Pre-Funded Warrants being offered in this offering.
There
is no established public trading market for the Pre-Funded Warrants being offered in this offering, and we do not expect a market to
develop. In addition, we do not intend to apply to list the Pre-Funded Warrants on any securities exchange or nationally recognized trading
system. Without an active market, the liquidity of the Pre-Funded Warrants will be limited.
Holders
of our Pre-Funded Warrants will have no rights as a common shareholder until they acquire our common shares.
Until
you acquire our common shares upon exercise of your Pre-Funded Warrants, you will have no rights with respect to our common shares issuable
upon exercise of your Pre-Funded Warrants. Upon exercise of your Pre-Funded Warrants, you will be entitled to exercise the rights of
a common shareholder only as to matters for which the record date occurs after the exercise date.
The
Pre-Funded Warrants are speculative in nature.
The
Pre-Funded Warrants offered hereby do not confer any rights of common share ownership on their holders, such as voting rights or the
right to receive dividends, but rather merely represent the right to acquire common shares at a fixed price. Specifically, commencing
on the date of issuance, holders of the Pre-Funded Warrants may acquire the common shares issuable upon exercise of such warrants at
an exercise price of CHF 0.02 (or $0.02) per common share. Moreover, following this offering, the market value of the Pre-Funded Warrants
is uncertain and there can be no assurance that the market value of the Pre-Funded Warrants will equal or exceed their public offering
price.
This
offering is being conducted on a “best efforts” basis.
The
placement agent is offering the shares on a “best efforts” basis, and the placement agent is under no obligation to purchase
any securities for its own account. The placement agent is not required to sell any specific number or dollar amount of securities in
this offering but will use its best efforts to sell the securities offered in this prospectus supplement. As a “best efforts”
offering, there can be no assurance that the offering contemplated hereby will ultimately be consummated.
Provisions
of the Pre-Funded Warrants offered by this prospectus could discourage an acquisition of us by a third party.
Certain
provisions of the Pre-Funded Warrants offered by this prospectus could make it more difficult or expensive for a third party to acquire
us. The Pre-Funded Warrants prohibit us from engaging in certain transactions constituting “fundamental transactions” unless,
among other things, the surviving entity assumes our obligations under the Pre-Funded Warrants. Further, the Pre-Funded Warrants provide
that, in the event of certain transactions constituting “fundamental transactions,” with some exception, holders of such
warrants will have the right, at their option, to require us to repurchase such Pre-Funded Warrants at a price described in such warrants.
These and other provisions of the Pre-Funded Warrants offered by this prospectus could prevent or deter a third party from acquiring
us even where the acquisition could be beneficial to you.
Failure
to meet Nasdaq’s continued listing requirements could result in the delisting of our common shares, negatively impact the price
of our common shares and negatively impact our ability to raise additional capital.
On
March 31, 2022, we received deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying us that,
based on our shareholders’ equity of $542,388 as of December 31, 2021, as reported in our annual report on Form 20-F for the year
ended December 31, 2021, we were no longer in compliance with the minimum shareholders’ equity requirement for continued listing
on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain shareholders’ equity
of at least $2.5 million. We have until May 16, 2022 to cure the shareholders’ equity deficiency or provide Nasdaq with a specific
plan to achieve and sustain compliance with the foregoing listing requirement.
While
we believe that the proceeds from the sale of the securities in this offering will enable us to regain compliance with Nasdaq’s
minimum shareholders’ equity requirement, there can be no assurance that we will be able to do so. In addition, there can be no
assurance that Nasdaq will accept our plan to regain compliance, if we elect to submit one, or that we will meet the minimum shareholders’
equity requirement during any compliance period in the future. If our common shares are de-listed from Nasdaq, it will have material
negative impacts on the actual and potential liquidity of our securities, as well as material negative impacts on our ability to raise
future capital.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
of the statements made under “Our Business and “Use of Proceeds” and elsewhere in this prospectus supplement and the
accompanying prospectus or incorporated by reference herein or therein constitute forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential”
“intends” or “continue,” or the negative of these terms or other comparable terminology.
Forward-looking
statements include, but are not limited to, statements about:
| ● | the
regulatory pathways that we may elect to utilize in seeking European Medicines Agency, or EMA, the U.S. Food and Drug Administration,
or FDA, and other regulatory approvals; |
| ● | the
use of Quilience (mazindol ER) in a compassionate use program, and the results thereof; |
| ● | obtaining
EMA and FDA approval of, or other regulatory action in Europe or the United States and elsewhere
with respect to, Quilience, Nolazol NLS-4 or other product candidates that we may seek to
develop; |
| ● | the
commercial launch and future sales of Quilience, Nolazol, NLS-4 or any other future product
candidates; |
| ● | the
dosage of Quilience, Nolazol and NLS-4; |
| ● | our
expectations regarding the timing of commencing further clinical trials, the process entailed in each such trial, including dosages,
and the order of such trials with each of our product candidates or whether such trials will be conducted at all; |
| ● | improved
convenience relating to the prescription of and use of Nolazol for prescribers and patients (and their parents); |
| ● | our
expectations regarding the supply of mazindol; |
| ● | third-party
payor reimbursement for Quilience, Nolazol and NLS-4; |
| ● | our
estimates regarding anticipated expenses, capital requirements and our needs for additional financing; |
| ● | changes
to the narcolepsy patient market size and market adoption of Quilience by physicians and patients; |
| ● | the
timing, cost, regulatory approvals or other aspects of the commercial launch of Quilience, Nolazol and NLS-4; |
| ● | submission
of a Marketing Authorisation Application and New Drug Application with the EMA and FDA for Quilience, Nolazol and NLS-4, respectively; |
| ● | completion
and receiving favorable results of clinical trials for Quilience, Nolazol and NLS-4; |
| ● | issuance
of patents to us by the U.S. Patent and Trademark Office and other governmental patent agencies; |
| ● | new
issuances of orphan drug designations; |
| ● | the
development and approval of the use of mazindol for additional indications other than narcolepsy and ADHD; |
| ● | the
development and commercialization, if any, of any other product candidates that we may seek to develop; |
| ● | the
use of mazindol controlled release, or CR, for treatment of additional indications other than narcolepsy, idiopathic hypersomnia and
ADHD; |
| ● | the
ability of our management team to lead the development of our product candidates; |
| ● | our
expectations regarding licensing, acquisitions and strategic operations; and |
| ● | our
expectations regarding the impact of the COVID-19 pandemic, including on our planned clinical trials, operations and financial position. |
These
statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our
or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated
by the forward-looking statements. We discuss many of these risks in this in greater detail under the heading “Risk Factors”
and elsewhere in this in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus. You should not rely upon forward-looking statements as predictions of future events.
Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance, or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking
statements, whether as a result of new information, future events or otherwise, after the date of this prospectus supplement.
USE
OF PROCEEDS
We
estimate the net proceeds to us from the sale of Securities in this offering will be approximately $4.0 million, after deducting the
placement agent fees and estimated offering expenses payable by us.
We expect to use the net proceeds from this offering to fund the ongoing
development of our lead product, Quilience® (Mazindol ER) for the treatment of narcolepsy, to support business development and licensing
activities, and for general corporate purposes.
As
of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds to us from
this offering. Accordingly, our management will have broad discretion in the timing and application of these proceeds. Pending application
of the net proceeds as described above, we may invest the net proceeds of this offering in a variety of capital preservation investments,
including but not limited to short-term, interest-bearing investment grade securities, money market accounts, certificates of deposit
and direct or guaranteed obligations of the U.S. government.
CAPITALIZATION
The
following table sets forth our total liabilities and shareholders’ equity as of December 31, 2021:
|
● |
on
an actual basis; and |
|
● |
on
an as adjusted basis to give additional effect to the sale of 4,200,000 common shares (or equivalent) in this offering at a public
offering price of $1.04 per share, after deducting placement agent fees and estimated offering expenses payable by us. |
| |
As of December 31, 2021 | | |
As of December 31, 2021 | |
| |
Actual | | |
As adjusted | |
| |
(U.S. Dollars, in thousands) | | |
(U.S. Dollars, in thousands) | |
Cash and cash equivalents | |
$ | 5,431,202 | | |
$ | 9,381,630 | |
| |
| | | |
| | |
Shareholders’ equity: | |
| | | |
| | |
Common Shares, par value of CHF 0.02 ($0.02): 16,223,389 shares outstanding | |
| 344,445 | | |
| 399,388 | |
Treasury shares | |
| (29,497 | ) | |
| (440 | ) |
Additional paid-in capital | |
| 42,084,954 | | |
| 45,980,439 | |
Accumulated other comprehensive loss | |
| (151,739 | ) | |
| (151,739 | ) |
Accumulated deficit | |
| (41,705,775 | ) | |
| (41,705,775 | ) |
Total shareholders’ equity | |
| 542,388 | | |
| 4,521,873 | |
Total capitalization (equity) | |
| 542,388 | | |
| 4,521,873 | |
The
above discussion and table are based on 16,223,389 common shares outstanding as December 31, 2021.
DILUTION
If
you purchase our common shares in this offering, your interest will be diluted to the extent of the difference between the public offering
price per share and the net tangible book value per share of our common shares after this offering. We calculate net tangible book value
per share by dividing our net tangible assets (tangible assets less total liabilities) by the number of common shares issued and outstanding
as of December 31, 2021.
Our
net tangible book value at December 31, 2021 was $0.5 million, or $0.03 per share. Net tangible book value per share is determined by
dividing our total tangible assets, less total liabilities, by the number of common shares outstanding as of December 31, 2021. Dilution
in net tangible book value per share represents the difference between the amount per share paid by purchasers of common shares in this
offering and the as adjusted net tangible book value per share of our common shares immediately after giving effect to this offering.
After giving additional effect to the sale of 4,200,000
common shares (or equivalent) in this offering at a public offering price of $1.04 per share, and after deducting placement agent fees
and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2021 would have been approximately
$4.5 million, or $0.24 per share. This amount represents an immediate increase in net tangible book value of $0.21 per share as a result
of this offering and an immediate dilution of approximately $0.80 per share to investors purchasing common shares (or equivalent) in this
offering.
Public offering price per share | |
| | | |
$ | 1.04 | |
Net tangible book value per share as of December 31, 2021 | |
$ | 0.03 | | |
| | |
Increase in net tangible book value per share attributable to this offering | |
$ | 0.21 | | |
| | |
As adjusted net tangible book value per share as of December 31, 2021, after giving effect to this offering | |
| | | |
$ | 0.24 | |
Dilution per share to new investors purchasing shares in this offering | |
| | | |
$ | (0.80 | ) |
The
number of common shares to be outstanding after this offering is based on 16,223,389 common shares outstanding as of December 31, 2021,
and excludes the following:
|
● |
warrants to purchase 5,265,168 common shares issued in our initial public offering; |
|
● |
warrants to purchase 144,578 common shares issued to the underwriter in our initial public offering; and |
|
|
|
|
● |
the Private Placement Warrants. |
To
the extent that warrants as of December 31, 2021 have been or are exercised, or other shares are issued, investors purchasing shares
in this offering could experience further dilution. In addition, we may choose to raise additional capital due to market conditions or
strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional
capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further
dilution to our shareholders.
DIVIDEND
POLICY
We
have never declared or paid any cash dividends on our common shares. We intend to retain any future earnings to finance the growth and
development of our business and do not anticipate paying any cash dividends in the foreseeable future. Dividends must be approved by
shareholders. Under Swiss law, a Swiss corporation may pay dividends only if the corporation has sufficient distributable profits from
previous fiscal years, or if the corporation has distributable reserves, each as evidenced by its audited statutory balance sheet.
PRIVATE
PLACEMENT TRANSACTION
In
a concurrent Private Placement, we are selling to purchasers of securities in this offering Private Placement Warrants to purchase up
to 3,150,000 of our common shares.
The
Private Placement Warrants will have an exercise price of $1.04 per share and are exercisable six months after their issuance and will
remain exercisable for a period of five and a half years from their issuance date.
The
Private Placement Warrants and the shares of our common shares issuable upon the exercise of the Private Placement Warrants are not being
registered under the Securities Act, are not being offered pursuant to this prospectus supplement and the accompanying prospectus and
are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.
Accordingly, purchasers may only sell common shares issued upon exercise of the Private Placement Warrants pursuant to an effective registration
statement under the Securities Act covering the resale of those shares, an exemption under Rule 144 under the Securities Act or another
applicable exemption under the Securities Act.
A
holder of Private Placement Warrants will not have the right to exercise any portion of its warrants if the holder, together with its
affiliates, would beneficially own in excess of 4.99% at the election of the investor, of the number of our common shares outstanding
immediately after giving effect to such exercise, or the Beneficial Ownership Limitation; provided, however, that upon notice to us,
the holder may increase or decrease the Beneficial Ownership Limitation, provided further that in no event shall the Beneficial Ownership
Limitation exceed 9.99% and any increase in the Beneficial Ownership Limitation will not be effective until 61 days following notice
of such increase from the holder to us.
We
have agreed to use commercially reasonable best efforts to file a registration statement on Form F-1 (or other appropriate form) providing
for the resale by the purchasers of the Private Placement Warrants and the common shares issuable upon exercise of the Private Placement
Warrants as soon as practicable, and in any event within 60 calendar days following the closing of this offering.
The
exercise price and number of the common shares issuable upon the exercise of the Private Placement Warrants will be subject to adjustment
for stock splits, reverse splits, and similar capital transactions, as described in the Private Placement Warrants.
PLAN
OF DISTRIBUTION
A.G.P./Alliance Global Partners, which we refer to herein as the placement
agent, has agreed to act as our exclusive placement agent in connection with this offering subject to the terms and conditions of the
placement agent agreement dated April 13, 2022. The placement agent is not purchasing or selling any of the securities offered by this
prospectus supplement, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities, but has
agreed to use its reasonable best efforts to arrange for the sale of all of the Securities offered hereby. Therefore, we will enter into
a securities purchase agreement directly with investors in connection with this offering and we may not sell the entire amount of securities
offered pursuant to this prospectus supplement. We will make offers only to a limited number of qualified institutional buyers and accredited
investors. A.G.P./Alliance Global Partners is also acting as placement agent for the Private Placement.
We
have agreed to indemnify the placement agent against specified liabilities, including liabilities under the Securities Act, and to contribute
to payments the placement agent may be required to make in respect thereof.
Fees
and Expenses
We
have agreed to pay the placement agent a placement agent’s fee equal to $298,772, or 7% of the aggregate purchase price of the
Shares and Pre-Funded Warrants in this offering, excluding any Shares or Pre-Funded Warrants sold to certain parties introduced by us.
The following table shows the per share and total cash placement agent’s fees we will pay to the placement agent in connection
with the sale of the securities offered pursuant to this prospectus supplement and the accompanying prospectus, assuming the purchase
of all of the securities hereby on a best efforts basis:
| |
PER SHARE | | |
PER
PRE-FUNDED
WARRANT | | |
TOTAL | |
Public offering price | |
$ | 1.04 | | |
$ | 1.02 | | |
$ | 4,368,000 | |
Placement agent fees(1) | |
$ | 0.0711 | | |
$ | 0.0714 | | |
$ | 298,772 | |
Proceeds to us (before expenses) | |
$ | 0.9689 | | |
$ | 0.9486 | | |
$ | 4,069,228 | |
(1) |
We
have agreed to pay the placement agent a placement agent’s fee equal to $298,772, or 7% of the aggregate purchase price of
the Shares and Pre-Funded Warrants sold in this offering, excluding any Shares sold to Ronald Hafner, our Chairman of the Board.
These amounts have therefore been calculated to exclude 95,984 Shares which are expected to be sold to parties introduced by us. |
We
have also agreed to reimburse the placement agent at closing for legal and other expenses incurred by them in connection with the offering
in an amount not to exceed $50,000. We estimate the total expenses payable by us for this offering, excluding the placement agent fees
and expenses, will be approximately $68,800.
The
placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by it and any profit realized on the resale of the shares sold by it while acting as principal might be deemed to be underwriting
discounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements
of the Securities Act and the Securities Exchange Act of 1934, as amended, or the Exchange Act, including, without limitation, Rule 415(a)(4)
under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of
purchases and sales of shares by the placement agent acting as principal. Under these rules and regulations, the placement agent:
|
● |
may
not engage in any stabilization activity in connection with our securities; and
|
|
● |
may
not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted
under the Exchange Act, until it has completed its participation in the distribution. |
Listing
Our
common shares are listed on the Nasdaq Capital Market under the trading symbol “NLSP.”
Lock-Up
Agreements
Our
directors and officers have entered into lock-up agreements. Under these agreements, these individuals have agreed, subject to specified
exceptions, not to sell or transfer any common shares or securities convertible into, or exchangeable or exercisable for, our common
shares during a period ending 60 days after the date of this prospectus supplement, without first obtaining the written consent of A.G.P./Alliance
Global Partners. Specifically, these individuals have agreed, in part, not to:
|
● |
sell,
offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open “put equivalent
position” within the meaning of Rule 16a-l(h) under the Exchange Act; |
|
|
|
|
● |
enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of our securities, whether any such transaction is to be settled by delivery of our common shares, in cash or otherwise; |
|
|
|
|
● |
make
any demand for or exercise any right with respect to the registration of any of our securities; or |
|
|
|
|
● |
publicly
disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement
relating to any of our securities. |
Notwithstanding
these limitations, these common shares may be transferred under limited circumstances, including, without limitation, by gift, will or
intestate succession.
In
addition, we have agreed that we will not conduct any issuances of our common shares for a period of 60 days following closing of this
offering.
Discretionary
Accounts
The
placement agent does not intend to confirm sales of the securities offered hereby to any accounts over which it has discretionary authority.
Other
Activities and Relationships
The
placement agent and certain of its affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment,
hedging, financing and brokerage activities. The placement agent and certain of its affiliates have, from time to time, performed, and
may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which
they received or will receive customary fees and expenses.
In
the ordinary course of their various business activities, the placement agent and certain of its affiliates may make or hold a broad
array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including
bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve
securities and/or instruments issued by us and our affiliates. If the placement agent or its affiliates have a lending relationship with
us, they routinely hedge their credit exposure to us consistent with their customary risk management policies. The placement agent and
its affiliates may hedge such exposure by entering into transactions that consist of either the purchase of credit default swaps or the
creation of short positions in our securities or the securities of our affiliates, including potentially the common shares offered hereby.
Any such short positions could adversely affect future trading prices of the common shares offered hereby. The placement agent and certain
of its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express
independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire,
long and/or short positions in such securities and instruments.
LEGAL
MATTERS
Certain legal matters concerning the offering will be passed upon for
us by Sullivan & Worcester LLP, New York, New York. Certain legal matters with respect to the legality of the issuance of the securities
offered by this prospectus supplement will be passed upon for us by Wenger Vieli Ltd., Zurich, Switzerland. Blank Rome LLP, New York,
New York, is counsel to the placement agent in connection with this offering.
EXPERTS
The
financial statements incorporated in this prospectus supplement by reference to the Annual Report on Form 20-F for the year ended December
31, 2021 have been so incorporated in reliance on the report of PricewaterhouseCoopers AG, an independent registered public accounting
firm, given on the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus supplement constitutes a part of the registration statement on Form F-3 that we have filed with the SEC under the Securities
Act. As permitted by the SEC’s rules, this prospectus supplement and any accompanying prospectus, which forms a part of the registration
statement, do not contain all of the information that is included in the registration statement. You will find additional information
about us in the registration statement. Any statement made in this prospectus supplement or any accompanying prospectus concerning legal
documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or
otherwise filed with the SEC for a more complete understanding of the document or matter.
We
are subject to the information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and under those
requirements we file reports with the SEC. Those other reports or other information may be inspected without charge at the locations
described above. As a foreign private issuer, we will be exempt from the rules under the Exchange Act related to the furnishing and content
of proxy statements, and our senior management, directors and principal shareholders are exempt from the reporting and short-swing profit
recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file
annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as United States companies whose
securities are registered under the Exchange Act. However, we file with the SEC, within 120 days after the end of each fiscal year, or
such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent
registered public accounting firm.
We
maintain a corporate website at https://nlspharma.com. Information contained on, or that can be accessed through, our website does not
constitute a part of this prospectus supplement. We have included our website address in this prospectus supplement solely as an inactive
textual reference.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this prospectus supplement, which means that we can disclose
important information to you by referring you to other documents which we have filed or will file with the SEC. We are incorporating
by reference in this prospectus supplement the documents listed below and all amendments or supplements we may file to such documents,
as well as any future filings we may make with the SEC on Form 20-F under the Exchange Act before the time that all of the securities
offered by this prospectus supplement have been sold or de-registered:
This
prospectus supplement incorporates by reference the documents listed below:
|
(1) |
Our Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the SEC on March 24, 2022; |
|
(2) |
Our Reports on Form 6-K submitted on January 4, 2022 (with respect to the first paragraph and the section titled “Safe Harbor Statement” in the press release attached as Exhibit 99.1 to the Form 6-K); February 7, 2022 (with respect to first two paragraphs and the section titled “Safe Harbor Statement” in the press release attached as Exhibit 99.1 to the Form 6-K), March 4, 2022, March 16, 2022 (with respect to first seven paragraphs and the section titled “Safe Harbor Statement” in the press release attached as Exhibit 99.1 to the Form 6-K), March 28, 2022 (with respect to first, second and fourth paragraphs and the section titled “Safe Harbor Statement” in the press release attached as Exhibit 99.1 to the Form 6-K), March 31, 2022 (with respect to first paragraph and the section titled “Safe Harbor Statement” in the press release attached as Exhibit 99.1 to the Form 6-K), April 1, 2022 (with respect to first paragraph and the section titled “Safe Harbor Statement” in the press release attached as Exhibit 99.1 to the Form 6-K) and April 6, 2022; and |
|
(3) |
The description of our common shares contained in Exhibit 2.1 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the SEC on March 24, 2022, and all amendments and reports updating such description. |
All
subsequent Annual Reports filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of this offering shall be deemed
to be incorporated by reference to this prospectus supplement and the accompanying prospectus and to be a part hereof and thereof from
the date of filing of such documents. We may also incorporate any Form 6-K subsequently submitted by us to the SEC prior to the termination
of this offering by identifying in such Forms 6-K that they are being incorporated by reference herein and in the accompanying prospectus,
and any Forms 6-K so identified shall be deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus
and to be a part hereof from the date of submission of such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein and in the accompanying prospectus shall be deemed to be modified or superseded for purposes of this
prospectus supplement and the accompanying prospectus to the extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference herein and in the accompanying prospectus modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus supplement or the accompanying prospectus.
As
you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies between
the documents and this prospectus supplement, you should rely on the statements made in the most recent document. All information appearing
in this prospectus supplement is qualified in its entirety by the information and financial statements, including the notes thereto,
contained in the documents incorporated by reference herein.
We
will provide to each person, including any beneficial owner, to whom this prospectus supplement is delivered, a copy of these filings,
at no cost, upon written or oral request to us at the following address: The Circle 6, 8058 Zurich, Switzerland, Attention: Interim Chief
Financial Officer.
PROSPECTUS
$75,000,000
NLS Pharmaceutics Ltd.
Common Shares, Warrants
and Units offered by the Company
We may offer and sell from time to time in one
or more offerings up to a total amount of $75,000,000 of our common shares, CHF 0.02 per share, or the Common Shares, warrants or units.
Each time we sell securities pursuant to this prospectus, we will provide in a supplement to this prospectus the price and any other material
terms of any such offering. We may also authorize one or more free writing prospectuses to be provided to you in connection with each
offering. Any prospectus supplement and related free writing prospectuses may also add, update or change information contained in the
prospectus. You should read this prospectus, any applicable prospectus supplement and related free writing prospectuses, as well as the
documents incorporated by reference or deemed incorporated by reference into this prospectus, carefully before you invest in the securities.
The Common Shares are traded on the Nasdaq Capital
Market under the symbol “NLSP.” On January 31, 2022, the last reported sale price of our Common Shares on the Nasdaq Capital
Market was $0.90 per share.
On February 1, 2022, the aggregate market value
of our Common Shares held by non-affiliates was approximately $11,964,662, based on 16,223,389 Common Shares outstanding and a per share
price of $1.52 based on the closing sale price of our Common Shares on January 5, 2022. We have not offered any securities pursuant to
General Instruction I.B.5 on Form F-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus.
We are an emerging growth company, as defined in
the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and are subject to reduced public company reporting requirements.
Investing in the securities involves a high degree
of risk. Risks associated with an investment in the securities will be described in any applicable prospectus supplement and are and
will be described in certain of our filings with the Securities and Exchange Commission, or SEC, as described in “Risk Factors”
3.
The securities may be sold directly by us to investors,
through agents designated from time to time or to or through underwriters or dealers, or through a combination of such methods, on a continuous
or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution”
in this prospectus. If any agents or underwriters are involved in the sale of the securities with respect to which this prospectus is
being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will
be set forth in a prospectus supplement. The price to the public of the securities and the net proceeds that we expect to receive from
such sale will also be set forth in a prospectus supplement.
Neither the SEC nor any state securities commission
has approved or disapproved of these securities or passed on completeness or the adequacy or accuracy of this prospectus. Any representation
to the contrary is a criminal offense.
The date of this prospectus is February 11, 2022
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement on Form F-3 that we filed with the SEC utilizing a “shelf” registration process. Under this shelf
registration process, we may offer from time to time up to an aggregate of $75,000,000 of our securities in one or more offerings. We
sometimes refer to the securities as the “securities” throughout this prospectus.
Each time we sell securities,
we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of such offering. We may also
authorize one or more free writing prospectuses to be provided to you in connection with such offering. The prospectus supplement and
any related free writing prospectuses may also add, update or change information contained in this prospectus. You should read carefully
both this prospectus, the applicable prospectus supplement, the documents incorporated by reference into this prospectus and any related
free writing prospectus together with additional information described below under “Where You Can Find More Information and Incorporation
of Certain Information by Reference” before buying the securities being offered.
This prospectus does not contain
all of the information provided in the registration statement that we filed with the SEC. For further information about us or the securities,
you should refer to that registration statement, which you can obtain from the SEC as described below under “Where You Can Find
More Information and Incorporation of Certain Information by Reference.”
You should rely only on the
information contained or incorporated by reference in this prospectus, a prospectus supplement and related free writing prospectuses.
Neither we, nor any agent, underwriter or dealer has authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should not
assume that the information contained in this prospectus and the accompanying prospectus supplement or related free writing prospectuses
is accurate on any date subsequent to the date set forth on the front of the document or that any information that we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference. Our business, financial condition,
results of operations and prospects may have changed since those dates.
In this prospectus, “we,” “us,”
“our” and the “Company” refer, prior to NLS Pharmaceutics Ltd., and its wholly owned subsidiary, NLS Pharmaceutics
Inc., a Delaware corporation.
Our reporting currency and functional currency
is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus to “dollars,”
“USD” or “$” mean U.S. dollars, and references to “CHF” are to the Swiss Franc.
OUR COMPANY
We are a clinical-stage
biopharmaceutical company focused on the discovery and development of innovative therapies for patients with rare and complex central
nervous system, or CNS, disorders with unmet medical needs. Our lead compound mazindol, a triple monoamine reuptake inhibitor and partial
orexin receptor 2 agonist, in a proprietary extended-release, or ER, formulation, is being developed for the treatment of narcolepsy (lead
indication) and attention deficit hyperactivity disorder, or ADHD (follow-on indication). We believe that this dual mechanism of action
will also enable mazindol ER to provide potential therapeutic benefit in other rare and complex CNS disorders. CNS disorders are a diverse
group of conditions that include neurological, psychiatric, and substance use disorders. However, treatment options for these conditions
are often limited, inadequate or nonexistent, and the development of new CNS treatments generally trails behind other therapeutic areas.
We are pursuing the development of the next generation of CNS therapies with high medical impact to address this critical and growing
unmet need. Our dual development strategy is designed to optimize the outcome of our clinical programs by developing new chemical entities
from known molecules with strong scientific rationale, and also by re-defining previously approved molecules with well-established tolerability
and safety profiles, as determined by applicable regulatory agencies. We believe that our streamlined clinical development approach has
the potential to advance our product candidates rapidly through early-stage clinical trials, while carrying an overall lower development
risk. A lower development risk, we believe, exists with respect to the development of our lead product candidate, Quilience, and follow-on
product candidate, Nolazol, due to their use of mazindol as the active ingredient, which was previously approved and marketed in the United
States, Japan and Europe to manage exogenous obesity (obesity caused by overeating).
Our Common Shares are listed on the Nasdaq Capital
Market under the symbol “NLSP.” Our registered office and principal place of business is located at The Circle 6, 8058 Zurich,
Switzerland. Our telephone number in Switzerland is +41.44.512.2150. Our website address is https://nlspharma.com. The information contained
on our website or available through our website is not incorporated by reference into and should not be considered a part of this prospectus.
RISK FACTORS
Investing in our securities involves significant
risks. Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in the
applicable prospectus supplement and under Item 3.D. - “Risk Factors” in our most recent Annual Report on Form 20-F, or any
updates in our Reports on Form 6-K, together with all of the other information appearing in this prospectus or incorporated by reference
into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives and financial circumstances.
The risks so described are not the only risks facing us. Additional risks not presently known to us or that we currently deem immaterial
may also impair our business operations. Our business, financial condition and results of operations could be materially adversely affected
by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your
investment. The discussion of risks includes or refers to forward-looking statements; you should read the explanation of the qualifications
and limitations on such forward-looking statements discussed elsewhere in this prospectus.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains, and any accompanying
prospectus supplement will contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities
Litigation Reform Act of 1995. Also, documents that we incorporate by reference into this prospectus, including documents that we subsequently
file with the SEC, contain and will contain forward-looking statements. Forward-looking statements are those that predict or describe
future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as
statements containing the words “may,” “will,” “could,” “should,” “expect,”
“anticipate” “objective,” “goal,” “intend,” “estimate,” “believe,”
“project,” “plan,” “assume” or other similar expressions, or negatives of those expressions, although
not all forward-looking statements contain these identifying words. All statements contained or incorporated by reference in this prospectus
and any prospectus supplement regarding our future strategy, future operations, projected financial position, proposed products, anticipated
collaborations, estimated future revenues, projected costs, future prospects, the future of our industry and results that might be obtained
by pursuing management’s current plans and objectives, are forward-looking statements.
You should not place undue reliance on our forward-looking
statements because the matters they describe are subject to certain risks, uncertainties and assumptions, including in many cases decisions
or actions by third parties, that are difficult to predict. Our forward-looking statements are based on the information currently available
to us and speak only as of the date on the cover of this prospectus, the date of any prospectus supplement, or, in the case of forward-looking
statements incorporated by reference, the date of the filing that includes the statement. Over time, our actual results, performance or
achievements may differ from those expressed or implied by our forward-looking statements, and such difference might be significant and
materially adverse to our security holders. We undertake no obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
We have identified some of the important factors
that could cause future events to differ from our current expectations and they are described in this prospectus and supplements to this
prospectus (if any) under the caption “Risk Factors,” as well as in our most recent Annual Report on Form 20-F, including
without limitation under the captions “Risk Factors” and “Operating and Financial Review and Prospects,” and in
other documents that we may file with the SEC, all of which you should review carefully. Please consider our forward-looking statements
in light of those risks as you read this prospectus, the documents incorporated by reference herein, and any prospectus supplement.
CAPITALIZATION
The following table sets forth our cash and cash
equivalents and shareholders’ equity as of June 30, 2021, and December 31, 2020. The financial data in the following table is derived
from our interim unaudited financial statements as of June 30, 2021, and our audited financial statements as of December 31, 2020, as
applicable, and should be read in conjunction with such financial statements, which have been incorporated by reference in this prospectus.
| |
As of June 30, 2021 | | |
As of December 31, 2020 | |
| |
Actual | | |
Actual | |
| |
(U.S. Dollars, in thousands) | | |
(U.S. Dollars, in thousands) | |
Cash and cash equivalents | |
$ | 7,092 | | |
$ | 94 | |
| |
| | | |
| | |
Shareholders’ equity: | |
| | | |
| | |
Common Shares, par value of CHF 0.02 ($0.02): 12,068,325 shares outstanding | |
| 260 | | |
| 145 | |
Additional paid-in capital | |
| 38,532 | | |
| 20,650 | |
Accumulated other comprehensive loss | |
| (180 | ) | |
| (19 | ) |
Accumulated deficit | |
| (34,363 | ) | |
| (29,760 | ) |
Total shareholders’ equity (deficit) | |
| 4,249 | | |
| (8,984 | ) |
Total capitalization (equity) | |
| 4,249 | | |
| (8.984 | ) |
USE OF PROCEEDS
Unless otherwise indicated in
an accompanying prospectus supplement, the net proceeds from the sale of securities will be used for general corporate purposes, including
research and development related purposes and for potential acquisitions. Our management will have significant flexibility in applying
the net proceeds of this offering. In addition, while we have not entered into any binding agreements or commitments relating to any significant
transaction as of the date of this prospectus, we may use a portion of the net proceeds to pursue acquisitions, joint ventures and other
strategic transactions.
DESCRIPTION OF SECURITIES
The descriptions
of the securities contained in this prospectus, together with the applicable prospectus supplements, summarize the material terms and
provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement relating to
any securities the particular terms of the securities offered by that prospectus supplement. If we so indicate in the applicable prospectus
supplement, the terms of the securities may differ from the terms we have summarized below.
We may
sell from time to time, in one or more offerings, Common Shares, warrants to purchase Common Shares and units comprising any combination
of these securities.
In this
prospectus, we refer to the Common Shares, warrants to purchase Common Shares and units that may be offered by us collectively as “securities.”
The total dollar amount of all securities that we may issue under this prospectus will not exceed $75,000,000.
This
prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
DESCRIPTION OF COMMON SHARES
The following description
of our Common Shares and provisions of our articles of association are summaries and do not purport to be complete.
General
As of June 30, 2021, we had
a share capital of CHF 241,366.50 ($259,729) divided into 12,068,325 registered Common Shares with a nominal value of CHF 0.02 ($0.02)
each.
As part of our initial public
offering in February 2021, we conducted a share capital increase. As of February 5, 2021, we had a registered share capital of CHF 235,826.50
($253,754) divided into 11,791,325 registered Common Shares with a nominal value of CHF 0.02 each ($0.02). In addition, 277,000 warrants
have been exercised whereby the aforementioned share capital increased to CHF 241,366.50 divided into 12,068,325 Common Shares with a
nominal value of CHF 0.02 each. For the avoidance of doubt, the additional 277,000 Common Shares have been issued together with a further
1,339,435 Common Shares, and the share capital has been updated in the Commercial Register of the Canton of Nidwalden as of October 14,
2021.
On November 8, 2021, we resolved
a further capital increase, which was registered with the Commercial Register of the Canton of Nidwalden on
November 18, 2021, increasing our share capital from CHF 268,155.20 ($288,361) to CHF 294,970.72 ($288,361), resulting in
an increase of our registered Common Shares from 13,407,760 to 14,748,536.
On December 10, 2021, we resolved
a further increase of our share capital, following the approval of our board of directors, and following the approval of our shareholders
at the general meeting of shareholders held on January 29, 2021 and December 10, 2021, respectively, which
was registered with the Commercial Register of the Canton of Zurich on December 14, 2021. Thus,
as of December 14, 2021, we had a share capital of CHF 324,467.78 ($349,983) divided into 16,223,389 registered Common Shares with
a nominal value of CHF 0.02 per share.
Common Shares
During the last four years
we have issued an aggregate of 10,920,186 Common Shares, as further detailed below.
From September 2017 and until
our corporate reorganization, we issued an aggregate of 635,000 Common Shares in private placements of Common Shares, due to anti-dilution
provisions and in exchange for the conversion of certain amounts of debt, for aggregate net proceeds of approximately $6,691,998.
In connection with our corporate
reorganization, we increased our share capital by 580,000 Common Shares in order to issue 580,000 of our Common Shares for the conversion
of an aggregate of approximately $7,658,250 of debt, at a conversion price from approximately $13.
In addition, as a result of
our corporate reorganization, the shareholders of NLS-0 received, in exchange for one Common Share of NLS-0, 575.10 (rounded up to the
nearest whole number) of our Common Shares and the shareholders of NLS Pharma received, in exchange for one common share of NLS Pharma,
169.82 shares of our Common Shares, and as a result thereof, we issued, in the aggregate, 745,000 of our Common Shares.
On February 2, 2021, we completed
the closing of our initial public offering, or IPO, of 4,819,277 units at a price of $4.15 per unit. Each unit consisted of one Common
Share and one warrant, or the Warrants, to purchase one Common Share. The Common Shares and Warrants were immediately separable from the
units and were issued separately. In addition, we granted the underwriters a 45-day option to purchase up to an additional 722,891 Common
Shares and/or Warrants to purchase 722,891 Common Shares, of which they exercised the option to purchase Warrants to purchase up to 722,891
Common Shares. As of June 30, 2021, Warrants to purchase 277,000 of our Common Shares were exercised resulting in gross proceeds of $1,149,550.
On February 5, 2021, we issued 12,048 of our common
shares that we were contractually required to issue to a certain service provider.
On October 19, 2021, we issued 1,313,232 of our Common
Shares to YA II PN, LTD., a Cayman Islands exempt limited partnership, or YA, for aggregate gross proceeds of $2.5 million. In addition,
on October 19, 2021, we issued 26,203 of our Common Shares representing certain commitment shares to YA as partial consideration for its
irrevocable commitment to purchase our Common Shares under the Standby Equity Distribution Agreement, or the SEDA, we executed with YA
on September 27, 2021. Since September 27, 2021, we sold an aggregate of 1,340,776 Common Shares for gross proceeds of approximately $1.56
million pursuant to the SEDA.
On December 14, 2021, we created 1,474,853 additional
Common Shares which are currently held by the Company as treasury shares.
All of our issued and outstanding
Common Shares are duly authorized, validly issued, fully paid and non-assessable.
Articles of Association
Ordinary Capital Increase, Authorized and
Conditional Share Capital
Under Swiss law, we may increase
our share capital (Aktienkapital) with a resolution of the general meeting of shareholders (ordinary capital increase) that must be carried
out by the board of directors within three months in order to become effective. In the case of subscription and increase against payment
of contributions in cash, a resolution passed by an absolute majority of the shares represented at the general meeting of shareholders
is required. In the case of subscription and increase against contributions in kind or to fund acquisitions in kind, when shareholders’
statutory pre-emptive rights are withdrawn or where transformation of reserves into share capital is involved, a resolution passed by
two-thirds of the shares represented at a general meeting of shareholders and the absolute majority of the nominal amount of the shares
represented is required.
Under the Swiss Code of Obligations,
or the CO, our shareholders, by a resolution passed by two-thirds of the shares represented at a general meeting of shareholders and the
absolute majority of the nominal amount of the shares represented, may empower our board of directors to issue shares of a specific aggregate
nominal amount up to a maximum of 50% of the share capital in the form of:
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authorized capital (“genehmigtes Kapital”) to be utilized by the board of directors within a period determined by the shareholders but not exceeding two years from the date of the shareholder approval; or |
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conditional capital for the purpose of issuing shares in connection with, among other things, (i) option and conversion rights granted in connection with warrants and convertible bonds of the Company or one of our subsidiaries or (ii) grants of rights to employees, members of our board of directors or consultants or our subsidiaries or other persons providing services to the Company or a subsidiary to subscribe for new shares (conversion or option rights). |
Our Authorized Share Capital
The articles of association
authorize our board of directors to increase the share capital (within a period of no more than two years) and set forth the nominal amount
by which the board of directors may increase the share capital (such authorized capital may not exceed one-half of the existing share
capital).
Under our articles of association,
our board of directors is authorized, at any time until December 10, 2023, to increase our share capital by a maximum aggregate amount
of CHF 117,988.30 through the issuance of not more than 5,899,415 Common Shares, which would have to be fully paid-in, each with
a par value of CHF 0.02 per Common Share. Increases in partial amounts are permitted. The board of directors determines the timing, issue
price, the type of contributions and the date on which the dividend entitlement commences.
The articles of association
also explicitly set forth the events for which a restriction or exclusion of the pre-emptive rights from the current shareholders is permitted.
Within the limits of Swiss
law, a general meeting of shareholders may increase or alter the authorization granted to the board of directors. See “— Ordinary
Capital Increase, Authorized and Conditional Share Capital.”
To affect any capital increase
based on our authorized share capital, the Company will have to follow the relevant procedures under Swiss law. In particular, the Company’s
board of directors will have to approve a general authorization resolution (“Ermächtigungsbeschluss”), issue a capital
increase report (“Kapitalerhöhungsbericht”), approve a notarized confirmation resolution (“Feststellungsbeschluss”)
on the capital increase and the articles of association, and obtain (i) duly executed subscription form(s) covering the subscription of
the relevant number of new shares, (ii) a report of an audit firm relating to the withdrawal of the pre-emptive rights, as well as (iii)
a banking confirmation confirming the payment of the aggregate nominal value of the respective number of new shares to a special Swiss
bank account, all in accordance with Swiss law. The Company’s board of directors will subsequently have to file the relevant documentation
accompanied by an application form with the competent commercial register. Any issuance of Common Shares based on such filing(s) is subject
to the recording of the respective capital increase(s) in the commercial register in accordance with Swiss law and its publication in
the electronic Swiss Official Gazette of Commerce (“Schweizerisches Handelsamtsblatt”).
The underwriters had an overallotment
option with respect to our IPO to purchase up to 722,891 Common Shares and/or Warrants to purchase up to 722,891 shares within 45 days
of the execution of our underwriting agreement with the underwriters. The underwriters did not exercise their options to purchase the
up to 722,891 Common Shares (over-allotment shares) but did exercise their options to acquire Warrants to purchase 722,891 Common Shares
(over-allotment warrants) within the 45-day option period. The over-allotment Warrants, if exercised for our Common Shares, would be issued
based on our conditional share capital.
Our Conditional Share
Capital
Conditional Share Capital for Warrants
and Convertible Bonds and Advisors
Our nominal share capital
may be increased by a maximum aggregate amount of CHF 105,303.36 through the issuance of not more than 5,265,168 Common Shares, which
would have to be fully paid-in, with a nominal value of CHF 0.02 each, by the exercise of option and conversion rights granted in connection
with warrants and convertible bonds of the Company or one of our subsidiaries. Shareholders will not have pre-emptive subscription rights
in such circumstances. The holders of convertible bonds are entitled to the new shares upon the occurrence of the applicable conversion
feature.
When issuing convertible bonds,
the board of directors is authorized to withdraw or to limit the advance subscription right of shareholders to subscribe to the convertible
bond issuance:
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for the purpose of financing or refinancing the acquisition of enterprises, divisions thereof, or of participations or of newly planned investments of the Company; or |
|
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if the issuance occurs in domestic or international capital markets, including private placements. |
To the extent that the advance
subscription rights are withdrawn, (i) the convertible bonds are to be issued at market conditions; (ii) the term to exercise
the option or conversion rights may not exceed ten years as of the date of the convertible bond issue and twenty years for conversion
rights; and (iii) the exercise price for the new shares must at least correspond to the market conditions at the time of the convertible
bond issuance.
Conditional Share Capital for Equity
Incentive Plans
Our nominal share capital
may, to the exclusion of the pre-emptive subscription rights of shareholders, be increased out of the condition share capital of the Company
by a maximum aggregate amount of CHF 42,182.00 through the issuance of not more than 2,109,100 Common Shares, which would have to be fully
paid-in, with no less than the nominal value of CHF 0.02 each, by the exercise of option or conversion rights that have been granted to
employees, members of the board of directors or consultants of the Company or of one of our subsidiaries, if any, or other persons providing
services to the Company or a subsidiary, if any, through one or more equity incentive plans created by the board of directors. If this
conditional share capital is not sufficient for our future equity incentive plan, then we intend to rely on the authorized share capital,
which we will have to dedicate for that purpose, or, alternatively, if such conditional or authorized share capital is not sufficient,
then we intend to seek shareholder approval for the equity incentive plan(s) that we may seek to implement.
Pre-emptive Rights
Pursuant to the CO, shareholders
have pre-emptive rights (“Bezugsrechte”) to subscribe for new issuances of shares. With respect to conditional capital in
connection with the issuance of conversion rights, convertible bonds or similar debt instruments, shareholders have advance subscription
rights (“Vorwegzeichnungsrechte”) for the subscription of conversion rights, convertible bonds or similar debt instruments.
A resolution passed at a general
meeting of shareholders by two-thirds of the shares represented and the absolute majority of the nominal value of the shares represented
may authorize our board of directors to withdraw or limit pre-emptive rights and/or advance subscription rights in certain circumstances.
If pre-emptive rights are granted, but not exercised, the board of directors may allocate the pre-emptive rights as it elects.
With respect to our authorized
share capital, the board of directors is authorized by our articles of association to withdraw or to limit the pre-emptive rights of shareholders,
and to allocate them to third parties or to us, in the event that the newly issued shares are used for a purpose set forth in our articles
of association.
Uncertificated Securities
Our shares are uncertificated
securities (“Wertrechte,” within the meaning of the CO) and, when administered by a financial intermediary (“Verwahrungsstelle,”
within the meaning of the Federal Act on Intermediated Securities, or FISA), qualify as intermediated securities (“Bucheffekten,”
within the meaning of the FISA). In accordance with art. 973c of the CO, we maintain a non-public register of uncertificated securities
(“Wertrechtebuch”).
If registered in our share
register, a shareholder may at any time request from us a written confirmation with respect to such person’s shares. The Company
may issue certificates representing one or several shares at any time. Shareholders are not entitled, however, to request the printing
and delivery of certificates.
Participation Certificates and Profit-sharing
Certificates
The Company has not issued
any non-voting equity securities, such as participation certificates (“Partizipationsscheine”) or profit sharing certificates
(“Genussscheine”), nor has it issued any preference shares (“Vorzugsaktien”).
No Additional Capital Contributions
Under Swiss law, shareholders
are not obliged to make any capital contribution in excess of the subscription amount, which can be under no circumstance less than the
nominal value per share.
General Meeting of Shareholders: Meetings
and Powers
The general meeting of shareholders
is our supreme corporate body. Under Swiss law, an annual, ordinary general meeting of shareholders must be called on an annual basis
and we may hold extraordinary general meetings of shareholders in addition to any annual general meeting. Under Swiss law, an ordinary
general meeting of shareholders must be held annually within six months after the end of a corporation’s financial year. In our
case, this means on or before the 30th day of June.
The following powers are vested
exclusively in the general meeting of shareholders:
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adopting and amending our articles of association; |
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electing the members of the board of directors, the chairman of the board of directors, the members of the compensation, nomination and governance committee, the auditors and the independent proxy holder (a person annually elected by the general meeting of shareholders and who may represent our shareholders at a general meeting of shareholders as a proxy solicitor); |
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approving the annual report, the annual statutory financial statements and the consolidated financial statements, and deciding on the allocation of profits as shown on the balance sheet, in particular with regard to dividends and bonus payments to members of the board of directors; |
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approving the compensation of members of the board of directors and executive management, which under Swiss law is not necessarily limited to the executive officers; |
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discharging the members of the board of directors and executive management from liability with respect to their tenure in the previous financial year; |
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dissolving the Company with or without liquidation; and |
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deciding matters reserved to the general meeting of shareholders by law or our articles of association or that are presented to it by the board of directors. |
An extraordinary general meeting
of shareholders may be called by a resolution of the board of directors or, under certain circumstances, by our auditor, liquidator or
bondholder (or the representatives of convertible bondholders), if any. In addition, in accordance with the CO, the board of directors
is required to convene an extraordinary general meeting of shareholders if shareholders representing at least one-tenth of our share capital
request such general meeting of shareholders in writing. Such request must set forth the items to be discussed and the proposals to be
acted upon. According to the CO, the board of directors must convene an extraordinary general meeting of shareholders and propose financial
restructuring measures if, based on our stand-alone annual statutory balance sheet, half of our share capital and reserves are not covered
by our assets.
Voting and Quorum Requirements
Shareholder resolutions and
elections (including elections of members of the board of directors) require the affirmative vote of the absolute majority of shares represented
at the general meeting of shareholders, unless otherwise stipulated by law.
A resolution of the general
meeting of the shareholders passed by two-thirds of the shares represented at the meeting, and the absolute majority of the nominal value
of the shares represented is required for:
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any amendment of the Company’s objectives; |
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the introduction of shares with preferential voting rights; |
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any restriction on the transferability of registered shares; |
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creating authorized or conditional share capital; |
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a capital increase funded by equity, against contributions in kind or for the purpose of funding acquisitions in kind and the granting of special privileges; |
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any restriction or cancellation of the subscription right (i.e., pre-emptive rights); |
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a relocation of the seat (registered office) of the Company; and |
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the dissolution of the Company. |
The same voting requirements
apply to resolutions regarding transactions among corporations based on Switzerland’s Federal Act on Mergers, Demergers, Transformations
and the Transfer of Assets, or the Merger Act (including a merger, demerger or conversion of a corporation) see “— Compulsory
Acquisitions; Appraisal Rights.”
In accordance with Swiss law
and generally accepted business practices, our articles of association do not provide quorum requirements generally applicable to general
meetings of shareholders. Additionally, before a resolution to approve the management report and consolidated accounts can be passed,
our auditor must also be present at such general meeting of the shareholders, unless the general meeting of the shareholders waives such
attendance by unanimous decision of those present. To this extent, our practice varies from the requirement of Nasdaq Listing Rule 5620(c),
which requires an issuer to provide in its bylaws for a generally applicable quorum, and that such quorum may not be less than one-third
of the outstanding voting stock.
Notice
General meetings of shareholders
must be convened by the board of directors at least twenty days before the date of the meeting. The general meeting of shareholders is
convened by way of a notice appearing in our official publication medium, currently the Swiss Official Gazette of Commerce. Registered
shareholders may also be informed by letter, facsimile or electronic mail. The notice of a general meeting of shareholders must state
the items on the agenda, the proposals to be acted upon and, in case of elections, the names of the nominated candidates. Except in the
limited circumstances listed below, a resolution may not be passed at a general meeting without proper notice. This limitation does not
apply to proposals to convene an extraordinary general meeting of shareholders, the initiating of a special audit or the election of an
auditor upon request of a shareholder. No previous notification is required for proposals concerning items included in the agenda or for
debates that do not result in a vote. The notice period for a general meeting of shareholders may be waived if all shareholders are present
or represented at such meeting (“Universalversammlung”).
Agenda Requests
Pursuant to Swiss law, one
or more shareholders whose combined shareholdings represent the lower of (i) one tenth of the share capital or (ii) an aggregate nominal
value of at least CHF 1,000,000, may request that an item be included in the agenda for an ordinary general meeting of shareholders. To
be timely, the shareholder’s request must be received by us at least 30 calendar days in advance of the meeting. The request must
be made in writing and contain, for each of the agenda items, the following information:
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a brief description of the business desired to be brought before the ordinary general meeting of shareholders and the reasons for conducting such business at the ordinary general meeting of shareholders; |
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the name and address, as they appear in the share register, of the shareholder proposing such business; and |
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all other information required under the applicable laws and stock exchange rules. |
In accordance with Swiss law,
a business report, compensation report (as prepared by our board of directors) and an auditor’s report must be made available for
inspection by the shareholders at our registered office no later than 20 days prior to the ordinary general meeting of shareholders. Shareholders
of record are notified of this in writing.
Voting Rights
The right to vote, and the
other rights of share ownership, may only be exercised by shareholders (including any nominees) or usufructuaries (a person who has the
right to enjoy the use and advantages of another’s property short of the destruction or waste of its substance). who are entered
in our share register at cut-off date determined by the board of directors, as authorized by our articles of association and Swiss law.
Those entitled to vote in the general meeting of shareholders may be represented by the independent proxy holder (annually elected by
the general meeting of shareholders), another registered shareholder or third person with written authorization to act as proxy or the
shareholder’s legal representative. The chairman of the board of directors has the power to decide whether to recognize a power
of attorney.
Dividends and Other Distributions
Our board of directors may
propose to shareholders that a dividend or other distribution be paid but cannot itself authorize the distribution. Dividend payments
require a resolution passed by an absolute majority of the shares represented at a general meeting of shareholders. In addition, our auditor
must confirm that the dividend proposal of our board of directors conforms to Swiss statutory law and our articles of association.
Under Swiss law, we may only
pay dividends if we have sufficient distributable profits brought forward from the previous business years (“Gewinnvortrag”),
or if we have distributable reserves (“frei verfügbare Reserven”), each as evidenced by our audited stand-alone statutory
balance sheet prepared pursuant to Swiss law, and after allocations to reserves required by Swiss law and the articles of association
have been deducted. We are not permitted to pay interim dividends out of profit of the current business year.
Under our articles of association
and in accordance with Swiss law, only our shareholders have the power to approve the payment of any dividends.
Distributable reserves are
generally booked either as “free reserves” (“freie Reserven”) or as “reserve from capital contributions”
(“Reserven aus Kapitaleinlagen”). Under the CO, if our general reserves (“allgemeine Reserve”) amount to less
than 20% of our share capital recorded in the commercial register (i.e., 20% of the aggregate nominal value of our issued capital), then
at least 5% of our annual profit must be retained as general reserves. The CO permits us to accrue additional general reserves. Further,
a purchase of our own shares (whether by us or a subsidiary) reduces the distributable reserves in an amount corresponding to the purchase
price of such own shares. Finally, the CO, under certain circumstances, requires the creation of revaluation reserves which are not distributable.
Distributions out of issued
share capital (i.e., the aggregate nominal value of our issued shares) are not allowed and may be made only by way of a share capital
reduction. Such a capital reduction requires a resolution passed by an absolute majority of the shares represented at a general meeting
of shareholders. The resolution of the shareholders must be recorded in a public deed and a special audit report must confirm that claims
of our creditors remain fully covered despite the reduction in the share capital recorded in the commercial register. The share capital
may be reduced below CHF 100,000 only if and to the extent that at the same time the statutory minimum share capital of CHF 100,000 is
reestablished by sufficient new fully paid-up capital. Upon approval by the general meeting of shareholders of the capital reduction,
the board of directors must give public notice of the capital reduction resolution in the Swiss Official Gazette of Commerce three times
and notify creditors that they may request, within two months of the third publication, satisfaction of or security for their claims.
The reduction of the share capital may be implemented only after expiration of this time limit.
Our board of directors determines
the date on which the dividend entitlement starts. Dividends are usually due and payable shortly after the shareholders have passed the
resolution approving the payment; however, the shareholders, upon request of the board of directors, may resolve at the general meeting
of shareholders to defer the due date of the dividend payments (e.g., in quarterly or other installments).
Transfer of Shares
Shares in uncertificated form
(“Wertrechte”) may only be transferred by way of assignment. Shares that constitute intermediated securities (“Bucheffekten”)
may only be transferred when a credit of the relevant intermediated securities to the acquirer’s securities account is made in accordance
with the relevant provisions of the FISA. Article 4 of our articles of association provides that in the case of securities held with an
intermediary such as a registrar, transfer agent, trust corporation, bank or similar entity, any transfer, grant of a security interest
or usufructuary right in such intermediated securities and the appurtenant rights associated therewith requires the cooperation of the
intermediary in order for such transfer, grant of a security interest or usufructuary right to be valid against us.
Voting rights may be exercised
only after a shareholder has been entered in our share register (“Aktienbuch”) with his or her name and address (in the case
of legal entities, the registered office) as a shareholder with voting rights. Any acquirer of our shares who is not registered in our
share register as a shareholder with voting rights will, assuming the acquirer holds our shares as of the record date, still be entitled
to dividends and other rights with financial value with respect to such shares.
Inspection of Books and Records
Under the CO, a shareholder
has a right to inspect our share register with respect to his own shares and otherwise to the extent necessary to exercise his shareholder
rights. No other person has a right to inspect our share register. Our books and correspondence may be inspected with the express authorization
of the general meeting of shareholders or by resolution of the board of directors and subject to the safeguarding of our business secrets.
See “Comparison of Swiss Law and Delaware Law — Inspection of Books and Records” of our most recent
annual report on Form 20-F incorporated by reference in this prospectus.
Special Audit
If the shareholders’
inspection rights, as outlined above, prove to be insufficient in the judgment of the shareholder, any shareholder may propose to the
general meeting of shareholders that specific facts be examined by a special audit in a special investigation. If the general meeting
of shareholders approves the proposal, a company or any shareholder may, within 30 calendar days after the general meeting of shareholders,
request the competent court in Bulach (Zurich), Switzerland, to appoint a special auditor. If the general meeting of shareholders rejects
the request, one or more shareholders representing at least 10 percent of the share capital or holders of shares in an aggregate nominal
value of at least CHF 2,000,000 may within three months’ request that the court appoint a special auditor. The court will issue
such an order if the petitioners can demonstrate that the board of directors, any member of the board of directors or our senior management
infringed the law or our articles of association and thereby caused damages to the Company or our shareholders.
Compulsory Acquisitions; Appraisal Rights
Business combinations and
other transactions that are governed by the Swiss Merger Act (i.e., mergers, demergers, transformations and certain asset transfers) are
binding on all shareholders. A statutory merger or demerger requires approval of two-thirds of the shares represented at a general meeting
of shareholders and the absolute majority of the nominal value of the shares represented.
If a transaction under the
Swiss Merger Act receives all of the necessary consents, there are no appraisal rights and all shareholders are compelled to participate.
Swiss corporations may be
acquired by an acquirer through the direct acquisition of the share capital of the Swiss corporation. The Swiss Merger Act provides for
the possibility of a so-called “cash-out” or “squeeze-out” merger if the acquirer controls 90% of the outstanding
shares. In these limited circumstances, minority shareholders of the corporation being acquired may be compensated in a form other than
through shares of the acquiring corporation (for instance, through cash or securities of a parent corporation of the acquiring corporation
or of another corporation). Following a statutory merger or demerger, pursuant to the Merger Act, shareholders can file an appraisal action
against the surviving company. If the consideration is deemed inadequate, the court will determine an adequate compensation payment.
In addition, under Swiss law,
the sale of “all or substantially all of our assets” (“faktische Liquidation”) by us may require the approval
of two-thirds of the number of shares represented at a general meeting of shareholders and the absolute majority of the nominal value
of the common shares represented. Whether a shareholder resolution is required depends on the particular transaction, including whether
the following test is satisfied:
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a core part of our business is sold without which it is economically impracticable or unreasonable to continue to operate the remaining business; |
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our assets, after the divestment, are not invested in accordance with our statutory business purpose; and |
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the proceeds of the divestment are not earmarked for reinvestment in accordance with the Company’s business purpose but, instead, are intended for distribution to our shareholders or for financial investments unrelated to our business. |
Board of Directors
Pursuant to Swiss law and
according to our articles of association, the board of directors shall consist of three or more members, none of which need to be shareholders.
The current members of the board of directors are Ronald Hafner (Chairman of the board of directors), Alexander Zwyer, Myoung-Ok Kwon,
Stig Løkke Pedersen and Gian-Marco Rinaldi.
Swiss law requires that any
listed company exceeding two of the three thresholds specified in art. 727 para.1 no. 2 of the CO in two successive financial years shall
have each gender represented by at least 30% on the board of directors and 20% on the executive management team. If a company fails to
comply, it must be disclosed in the remuneration report, including an explanation and a designation of measures to be taken to reconcile
the failed compliance. For our board of directors, this rule will apply, subject to meeting the thresholds required under the CO, from
the business year 2026, whereas for the executive management from the business year 2031. The triggering thresholds are (i) a balance
sheet total of 20 million CHF, (ii) sales revenue of 40 million CHF and (iii) an average of 250 full-time employees per year.
The members of our board of
directors are elected by the general meeting of shareholders for a term of one year. A year within the meaning of this provision is the
period between two ordinary general meetings of shareholders. If a member of the board of directors retires or is replaced, his successor
shall continue in office until the end of his predecessor’s term. Each member of our board of directors must be elected individually.
Powers
Our board of directors has
the following non-delegable and inalienable powers and duties:
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the overall management of the company and the issuing of all necessary directives; |
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determination of our appropriate management organization, including the power to define responsibilities and duties of our corporate bodies as well as our internal hierarchy; |
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the organization of the accounting, financial control and financial planning systems as required for management of the Company; |
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the appointment and dismissal of persons entrusted with managing and representing the Company; |
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overall supervision of the persons entrusted with managing the Company, in particular with regard to compliance with the law, articles of association, operational regulations and directives; |
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compilation and issuance of an annual report, preparation for the general meeting and implementation of its resolutions; and |
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notification to the court in the event that the Company is over-indebted. |
According to Article 17
of our articles of association, the board of directors may assign the preparation and the implementation of its resolutions or the supervision
of business transactions with regard to the non-transferable and inalienable duties to committees or individual members. In the event
that our board of directors assigns duties in accordance with our articles of association and Swiss law, the board of directors shall
design and implement reporting policies describing how such an assignment would be carried out by a committee or individual member.
Based on Article 18 of
our articles of association, our board of directors may completely or partially delegate the power to manage the Company to one or more
of its members (managing directors) or to third persons (managers).
Indemnification of
Senior Management and Directors
According to Swiss Law
and our articles of association, the general meeting of shareholders has the authority to grant discharge to the members of the board
of directors from liability. The effect of the resolution of release (discharge) by the general meeting of shareholders is effective only
for disclosed facts and only as against the Company and those shareholders who approved the resolution or who have since acquired their
shares in full knowledge of the resolution. The right of action of other shareholders lapses six months after the resolution of release.
In addition, under general
principles of Swiss employment law, an employer may be required to indemnify an employee against losses and expenses incurred by such
employee in the proper execution of their duties under the employment agreement with the employer. See “Comparison of Swiss Law
and Delaware Law—Indemnification of directors and executive management and limitation of liability” of our most recent
annual report on Form 20-F incorporated by reference in this prospectus.
Conflict of Interest, Management Transactions
Swiss law does not provide
for a general provision regarding conflicts of interest. However, the CO contains a provision that requires our directors and senior management
to safeguard the Company’s interests and imposes a duty of loyalty and duty of care on our directors and senior management. This
rule is generally understood to disqualify directors and senior management from participation in decisions that directly affect them.
Our directors and senior management are personally liable to us for a breach of these provisions. In addition, Swiss law contains provisions
under which directors and all persons engaged in the Company’s management are liable to the Company, each shareholder and the Company’s
creditors for damages caused by an intentional or negligent violation of their duties. Furthermore, Swiss law contains a provision under
which payments made to any of the Company’s shareholders or directors or any person associated with any such shareholder or director,
other than payments made at arm’s length, must be repaid to the Company if such shareholder or director acted in bad faith.
Principles of the Compensation of the
Board of Directors and the Senior Management
Pursuant to Swiss law,
our shareholders must annually, upon becoming a public company whose shares are listed for trade by the public, approve the compensation
of the board of directors and the persons whom the board of directors has, fully or partially, entrusted with the management of the Company.
The board of directors must issue, on an annual basis, a written compensation report that must be reviewed together with a report on our
business by our auditor. The compensation report must disclose all compensation, loans and other forms of indebtedness granted by the
Company, directly or indirectly, to current or former members of the board of directors and senior management to the extent related to
their former role within the Company or not on customary market terms.
The disclosure concerning
compensation, loans and other forms of indebtedness must include the aggregate amount for the board of directors and the senior management
as well as the particular amount for each member of the board of directors and senior management, specifying the name and function of
each respective person.
Certain forms of compensation
are prohibited for members of our board of directors and senior management, such as:
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severance payments provided for either contractually or in the articles of association (compensation due until the termination of a contractual relationship does not qualify as severance payment); |
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advance compensation; |
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incentive fees for the acquisition or transfer of corporations or parts thereof by the Company or by companies being, directly or indirectly, controlled by us; |
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loans, other forms of indebtedness, pension benefits not based on occupational pension schemes and performance-based compensation not provided for in the articles of association; and |
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equity securities and conversion and option rights awards not provided for in the articles of association. |
Compensation to members
of the board of directors and senior management for activities in entities that are, directly or indirectly, controlled by the Company
is prohibited if the compensation (i) would have been prohibited if it was paid directly by the Company, (ii) is not provided for in the
articles of association or (iii) has not been approved by the general meeting of shareholders.
The general meeting of
shareholders votes on the compensation received directly or indirectly by the board of directors, the senior management and the advisory
board (“Beirat”). The general meeting of shareholders must vote annually on the compensation of its board of directors, senior
management and the advisory board, and accordingly, at such a meeting, the vote of the general meeting of shareholders shall have a binding
effect.
In the event that the
general meeting of shareholders votes prospectively on the compensation of the senior management, the articles of association may provide
for an additional amount for the compensation of the members of the senior management appointed after the vote.
The additional amount
may only be used if the total amount of the compensation of the senior management decided by the general meeting of shareholders is not
sufficient for the compensation of the new members until the next vote of the general meeting of the shareholders.
The general meeting of shareholders shall not vote
on the additional amount of compensation.
Borrowing Powers
Neither Swiss law nor
our articles of association restrict in any way our power to borrow and raise funds. The decision to borrow funds is made by or under
the direction of our board of directors, and no approval by the shareholders is required in relation to any such borrowing.
Repurchases of Shares and Purchases of Own Shares and Other Limitations
on the Rights to Own Securities
The CO limits our right
to purchase and hold our own shares. We and our subsidiaries may purchase shares only if and to the extent that (i) freely disposable
equity capital is available in the required amount; and (ii) the combined nominal value of all such shares does not exceed 10% of the
share capital. Pursuant to Swiss law, where shares are acquired in connection with a transfer restriction set out in the articles of association,
the foregoing upper limit is 20%. We currently do not have any transfer restriction in our articles of association. If we own shares that
exceed the threshold of 10% of our share capital, the excess must be sold or cancelled by means of a capital reduction within a reasonable
time.
Shares held by us or our
subsidiaries are not entitled to vote at the general meeting of shareholders but are entitled to the economic benefits applicable to the
shares generally, including dividends and pre-emptive rights in the case of share capital increases.
Swiss law and/or our articles
of association do not impose any restrictions on the exercise of voting or any other shareholder rights by shareholders residing outside
of Switzerland.
Notification and Disclosure of Substantial
Share Interests
The disclosure obligations
generally applicable to shareholders of Swiss corporations under the Swiss Financial Market Infrastructure Act do not apply to us since
our shares are not listed on a Swiss exchange. Similarly, the Swiss takeover regime imposes a duty on any person or group of persons who
acquires more than one-third of a company’s voting rights to make a mandatory offer for all of the company’s outstanding listed
equity securities. However, these protections are applicable only to issuers that list their equity securities in Switzerland and, because
our Common Shares are listed exclusively on Nasdaq, will not be applicable to us.
Pursuant to Article 663c
of the CO, Swiss corporations whose shares are listed on a stock exchange must specify the significant shareholders and their shareholdings
in the notes to the balance sheet, where these are known or ought to be known. Significant shareholders are defined as shareholders and
groups of shareholders linked through voting rights who own more than five percent of all voting rights.
Stock Exchange Listing
Our Common Shares are
listed on the Nasdaq Capital Market under the symbol “NLSP.”
The Depository Trust Company
Unless otherwise provided
in the applicable prospectus supplement, initial settlement of any Common Shares to be issued pursuant to this prospectus will take place
through DTC, in accordance with its customary settlement procedures for equity securities. Each person owning Common Shares held through
DTC must rely on the procedures thereof and on institutions that have accounts therewith to exercise any rights of a holder of the shares.
Transfer Agent and Registrar of Shares
Our share register is
currently kept by VStock Transfer LLC, which acts as transfer agent and registrar. The share register reflects only record owners of our
Common Shares.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase
Common Shares. We may issue warrants independently or together with any other securities offered by any prospectus supplement and the
warrants may be attached to or separate from those securities. We will evidence each series of warrants by warrant certificates that we
may issue under a separate agreement or other evidence. Any series of warrants may be issued under a separate warrant agreement, which
may be entered into between us and a warrant agent specified in an applicable prospectus supplement relating to a particular series of
warrants. Any such warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation
or relationship of agency or trust with any of the holders of the warrants. We may also choose to act as our own warrant agent. We will
set forth further terms of the warrants and any applicable warrant agreements in the applicable prospectus supplement relating to the
issuance of any warrants, including, where applicable, the following:
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the title of the warrants; |
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the aggregate number of the warrants; |
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exchange distributions and/or secondary distributions; |
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the number of securities purchasable upon exercise of the warrants; |
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the designation and terms of the securities, if any, with which the warrants are issued, and the number of the warrants issued with each such offered security; |
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the date, if any, on and after which the warrants and the related securities will be separately transferable; |
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the price at which, and form of consideration for which, each security purchasable upon exercise of the warrants may be purchased; |
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the date on which the right to exercise the warrants will commence and the date on which the right will expire; |
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if applicable, the date on and after which such warrants and the related securities will be separately transferable; |
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the manner in which the warrants may be exercised, which may include by cashless exercise; |
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants; |
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the terms of any rights to redeem or call the warrants; |
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any provisions for changes to or adjustments in the exercise price or number of Common Shares issuable upon exercise of the warrants; |
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information with respect to book-entry procedures, if any; |
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if applicable, a discussion of the material Swiss and U.S. income tax considerations applicable to the issuance or exercise of such warrants; |
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the anti-dilution and adjustment of share capital provisions of the warrants, if any; |
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the minimum or maximum amount of the warrants which may be exercised at any one time; |
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any circumstances that will cause the warrants to be deemed to be automatically exercised; and |
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any other material terms of the warrants. |
Amendments and Supplements to Warrant Agreement
We and any warrant agent may
amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder
to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests
of the holders of the warrants.
The description in the applicable
prospectus supplement of any warrants we offer will not necessarily be complete and will be qualified in its entirety by reference to
the applicable warrant agreement, which will be filed with the SEC if we offer warrants. For more information on how you can obtain copies
of the applicable warrant agreement if we offer rights, see “Where You Can Find Additional Information.”
DESCRIPTION OF UNITS
We may issue units comprised
of one or more of the other securities that may be offered under this prospectus, in any combination. As specified in the applicable prospectus
supplement, we may issue units consisting of our Common Shares, warrants or any combination of such securities. Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights
and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities
included in the unit may not be held or transferred separately at any time, or at any time before a specified date. The applicable prospectus
supplement will describe:
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the terms of the units and of the Common Shares and/or warrants comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately; |
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a description of the terms of any unit agreement governing the units or any arrangement with an agent that may act on our behalf in connection with the unit offering; |
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a description of the provisions for the payment, settlement, transfer or exchange of the units; and |
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any material provisions of the governing unit agreement that differ from those described above. |
The description in the applicable
prospectus supplement of any units we offer will not necessarily be complete and will be qualified in its entirety by reference to the
applicable unit agreement, which will be filed with the SEC if we offer units. For more information on how you can obtain copies of the
applicable unit agreement if we offer units, see “Where You Can Find More Information.”
PLAN OF DISTRIBUTION
We may sell the securities
being offered hereby in one or more of the following methods from time to time:
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a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
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purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus; |
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exchange distributions and/or secondary distributions; |
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ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
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to one or more underwriters for resale to the public or to investors; |
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in an “at the market offering,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise; |
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directly to a purchaser pursuant to what is known as an “equity line of credit” as described below; |
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transactions not involving market makers or established trading markets, including direct sales or privately negotiated transactions; or |
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through a combination of these methods of sale. |
The securities that we distribute
by any of these methods may be sold, in one or more transactions, at:
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a fixed price or prices, which may be changed; |
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market prices prevailing at the time of sale; |
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prices related to prevailing market prices; or |
We will set forth in a prospectus
supplement the terms of the offering of securities, including:
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the name or names of any agents, dealers or underwriters; |
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the purchase price of the securities being offered and the proceeds we will receive from the sale; |
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any over-allotment options under which underwriters may purchase additional securities from us; |
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any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; |
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the public offering price; |
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any discounts or concessions allowed or re-allowed or paid to dealers; and |
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any securities exchanges or markets on which such securities may be listed. |
If underwriters are used in
the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions
at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase
the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the
public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain
conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement, other than securities
covered by any over-allotment option. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers
may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement,
naming the underwriter, the nature of any such relationship.
We may sell securities directly
or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe
any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will
act on a best-efforts basis for the period of its appointment.
We may also sell securities
directly to one or more purchasers without using underwriters or agents.
Underwriters, dealers and
agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act and any discounts or
commissions they receive from us and any profit on their resale of the securities may be treated as underwriting discounts and commissions
under the Securities Act. We will identify in the applicable prospectus supplement any underwriters, dealers or agents and will describe
their compensation. We may have agreements with the underwriters, dealers and agents to indemnify them against specified civil liabilities,
including liabilities under the Securities Act. Underwriters, dealers and agents may engage in transactions with or perform services for
us in the ordinary course of their businesses.
In connection with an offering,
an underwriter may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions
and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities
than they are required to purchase in the offering.
Accordingly, to cover these
short sales positions or to otherwise stabilize or maintain the price of the securities, the underwriters may bid for or purchase securities
in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to syndicate members or other
broker-dealers participating in the offering are reclaimed if securities previously distributed in the offering are repurchased, whether
in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market
price of the securities at a level above that which might otherwise prevail in the open market. The impositions of a penalty bid may also
affect the price of the securities to the extent that it discourages resale of the securities. The magnitude or effect of any stabilization
or other transactions is uncertain. These transactions may be effected on The Nasdaq Capital Market or otherwise and, if commenced, may
be discontinued at any time.
LEGAL MATTERS
Certain legal matters concerning this prospectus
will be passed upon for us by Sullivan & Worcester LLP, New York, New York. Certain legal matters with respect to the legality of
the issuance of the securities offered by this prospectus will be passed upon for us by Wenger Vieli AG, Zurich, Switzerland.
EXPERTS
The financial statements incorporated in this prospectus
by reference to the Annual Report on Form 20-F for the year ended December 31, 2020 have been so incorporated in reliance on the report
(which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1
to the financial statements, and which contains an explanatory paragraph relating to the Company’s restatement of its financial
statements as described in Note 3 to the financial statements) of PricewaterhouseCoopers AG, an independent registered public accounting
firm, given on the authority of said firm as experts in auditing and accounting.
EXPENSES
We are paying all of the
expenses of the registration of our securities under the Securities Act, including, to the extent applicable, registration and filing
fees, printing and duplication expenses, administrative expenses, accounting fees and the legal fees of our counsel. We estimate these
expenses to be approximately $49,953 which at the present time include the following categories of expenses:
Registration fee | |
$ | 6,953 | |
Printer fees and expenses | |
$ | 1,000 | |
Legal fees and expenses | |
$ | 28,000 | |
Accounting fees and expenses | |
$ | 13,000 | |
Miscellaneous | |
$ | 1,000 | |
Total | |
$ | 49,953 | |
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
the information we file with it, which means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this prospectus and information we file later with the SEC will automatically
update and supersede this information. The documents we are incorporating by reference as of their respective dates of filing are:
The following documents filed with or furnished
to the SEC by us are incorporated by reference in this registration statement:
| (1) | Our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed with the SEC on May 14, 2021; |
| (2) | Our
Reports on Form 6-K submitted on May
14, 2021, May
25, 2021, June
17, 2021, July
6, 2021, July
16, 2021 (with respect to first two paragraphs and the section titled “Safe Harbor
Statement” in the press release attached as Exhibit 99.1 to the Form 6-K), July
19, 2021 (with respect to first paragraph and the section titled “Safe Harbor Statement”
in the press release attached as Exhibit 99.1 to the Form 6-K), August
19, 2021 (with respect to first two paragraphs and the section titled “Safe Harbor
Statement” in the press release attached as Exhibit 99.1 to the Form 6-K), September
14, 2021 (with respect to first two paragraphs and the section titled “Safe Harbor
Statement” in the press release attached as Exhibit 99.1 to the Form 6-K), September
28, 2021, September
28, 2021 (with respect to the financial statements attached as Exhibit 99.1 and Exhibit
99.2), October 14, 2021 (with respect to first two paragraphs,
the fourth paragraph, and the section titled “Safe Harbor Statement” in the press
release attached as Exhibit 99.1 to the Form 6-K), October 26, 2021,
November 1, 2021, November 18, 2021, November 23, 2021, November
30, 2021(with respect to first four paragraphs and the section titled “Safe Harbor
Statement” in the press release attached as Exhibit 99.1 to the Form 6-K), December 14, 2021, December
15, 2021, December
22, 2021 and January
4, 2022 (with respect to the first paragraph and the section titled “Safe Harbor
Statement” in the press release attached as Exhibit 99.1 to the Form 6-K); and |
| (3) | The description of our Common Shares contained in our Registration Statement on Form 8-A filed with the SEC on January 28, 2021, including
any amendments and reports filed for the purpose of updating such description. |
All subsequent annual reports filed by us pursuant
to the Exchange Act on Form 20-F prior to the termination of the offering shall be deemed to be incorporated by reference to this prospectus
and to be a part hereof from the date of filing of such documents. We may also incorporate part or all of any Form 6-K subsequently submitted
by us to the SEC prior to the termination of the offering by identifying in such Forms 6-K that they, or certain parts of their contents,
are being incorporated by reference herein, and any Forms 6-K so identified shall be deemed to be incorporated by reference in this prospectus
and to be a part hereof from the date of submission of such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
The information we incorporate by reference is
an important part of this prospectus, and later information that we file with the SEC will automatically update and supersede the information
contained in this prospectus.
We will provide you without charge, upon your written
or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documents which
are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to us at: NLS Pharmaceutics
Ltd., The Circle 6, 8058 Zurich, Switzerland. Our telephone number in Switzerland is +41.44.512.2150.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are a Swiss company and
are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. As a foreign private issuer, we are exempt
from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal
shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
In addition, we are not required
under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly
as U.S. companies whose securities are registered under the Exchange Act. However, we file with the SEC, within 120 days after the end
of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited
by an independent registered public accounting firm, and submit to the SEC, on a Form 6-K, unaudited quarterly financial information.
We maintain a corporate website
at https://nlspharma.com. The SEC also maintains a web site that contains information we file electronically with the SEC, which you can
access over the Internet at http://www.sec.gov. Information contained on, or that can be accessed through, our website and other websites
listed in this prospectus do not constitute a part of this prospectus. We have included these website addresses in this prospectus solely
as inactive textual references.
This prospectus is part of
a registration statement on Form F-3 filed by us with the SEC under the Securities Act. As permitted by the rules and regulations of the
SEC, this prospectus does not contain all the information set forth in the registration statement and the exhibits thereto filed with
the SEC. For further information with respect to us and the Common Shares offered hereby, you should refer to the complete registration
statement on Form F-3, which may be obtained from the locations described above. Statements contained in this prospectus or in any prospectus
supplement about the contents of any contract or other document are not necessarily complete. If we have filed any contract or other document
as an exhibit to the registration statement or any other document incorporated by reference in the registration statement, you should
read the exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract or other document
is qualified in its entirety by reference to the actual document.
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under the laws of Switzerland
and our registered office and domicile is located in Zurich, Switzerland. Moreover, a majority of our directors and senior management
are not residents of the United States, and all or a substantial portion of our assets are located outside the United States. As a result,
it may not be possible for investors to effect service of process within the United States upon us or upon such persons or to enforce
against them judgments obtained in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the federal
securities laws of the United States.
We have been advised by our Swiss counsel that
there is doubt as to the enforceability in Switzerland of original actions, or in actions for enforcement of judgments of U.S. courts,
of civil liabilities to the extent predicated upon the federal and state securities laws of the United States. Original actions against
persons in Switzerland based solely upon the U.S. federal or state securities laws are governed, among other things, by the principles
set forth in the Swiss Federal Act on International Private Law. This statute provides that the application of provisions of non-Swiss
law by the courts in Switzerland shall be precluded if the result was incompatible with Swiss public policy. Also, mandatory provisions
of Swiss law may be applicable regardless of any other law that would otherwise apply.
Switzerland and the United States do not have a
treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. The recognition and enforcement
of a judgment of the courts of the United States in Switzerland is governed by the principles set forth in the Swiss Federal Act on Private
International Law. This statute provides in principle that a judgment rendered by a non-Swiss court may be enforced in Switzerland only
if:
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the non-Swiss court had jurisdiction pursuant to the Swiss Federal Act on Private International Law; |
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the judgment of such non-Swiss court has become final and non-appealable; |
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the judgment does not contravene Swiss public policy; |
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the court procedures and the service of documents leading to the judgment were in accordance with the due process of law; and |
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no proceeding involving the same position and the same subject matter was first brought in Switzerland, or adjudicated in Switzerland, or was earlier adjudicated in a third state and this decision is recognizable in Switzerland. |
3,015,384
Common Shares
Pre-Funded
Warrants to Purchase up to 1,184,616 Common Shares
PROSPECTUS
SUPPLEMENT
A.G.P.
April
13, 2022
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