Completion of Merger Conditions and Delisting Announcement

NLS Pharmaceutics Ltd. and Kadimastem Ltd. have announced the completion of all material conditions precedent for their merger transaction. The merger is set to close on October 30, 2025, with Kadimastem’s shares being delisted from the Tel Aviv Stock Exchange on October 31, 2025. The combined company, NewCelX Ltd., will be listed on the Nasdaq Capital Market under the ticker symbol 'NCEL' starting October 31, 2025. The final exchange ratio is 7.06 NLS common shares for each Kadimastem ordinary share, adjusted to 0.706 NLS common shares per Kadimastem ordinary share following a reverse share split. The NewCelX common shares are expected to be deposited into Kadimastem shareholders’ accounts by November 3, 2025, and available for trading starting November 4, 2025.