SCHEDULE: NewcelX CSO Michel Revel Boosts Stake to 20.2%

NewcelX Ltd.'s Chief Scientific Officer and Director, Prof. Michel Revel, has increased his beneficial ownership to 20.2% of the company's common shares following a private placement and merger.

Summary

• Prof. Michel Revel, Chief Scientific Officer and Director of NewcelX Ltd., beneficially owns 940,787 common shares, representing 20.2% of the company's outstanding shares.
• This ownership includes 902,985 common shares held directly by Prof. Michel Revel and 37,802 shares held by Revel Family Ltd., which includes 18,901 shares issuable upon warrant exercise within 60 days of October 30, 2025.
• The shares were acquired through a private placement in October 2024 and the conversion of Kadimastem shares during the merger completed in 2025.
• In the private placement, Revel purchased 189,012 common shares and common warrants with personal funds, as part of an offering that raised $3.2 million for 806,452 common shares and warrants at a combined price of $3.97.
• The merger involved NLS Pharmaceutics Ltd. (now NewcelX) acquiring Kadimastem Ltd., with an exchange ratio of 0.706 NewcelX common shares for each Kadimastem ordinary share after a 1-for-10 reverse split.
• Revel's role as CSO and director of NewcelX gives him influence over corporate activities, including operational, strategic, financial, or governance changes.

Sentiment

Score: 7

Explanation: The filing indicates a significant insider stake by a key executive, Prof. Michel Revel, following a merger and private placement. This high level of beneficial ownership (20.2%) by the Chief Scientific Officer and director suggests strong confidence in the company's future, which is generally a positive signal for investors. The transactions described are part of previously announced corporate activities, indicating execution of strategic plans.

Positives

• Significant insider ownership by Prof. Michel Revel (20.2%), indicating strong alignment of interests with shareholders.
• Revel's acquisition of shares through a private placement using personal funds demonstrates direct financial commitment to the company.
• The private placement successfully raised $3.2 million in gross proceeds for the company.
• The merger with Kadimastem Ltd. has been completed, forming NewcelX Ltd., indicating successful execution of a strategic corporate action.

Future Outlook

The filing indicates that Prof. Michel Revel, as a director, will be involved in reviewing transactions that may result in operational, strategic, financial, or governance changes for NewcelX and may influence the company's corporate activities.

Management Comments

• The Reporting Person holds all securities of the Issuer for investment purposes only.
• The Reporting Person serves as a director of NewcelX and, in such capacity, will be involved in reviewing transactions that may result in operational, strategic, financial or governance changes for NewcelX and may have influence over the corporate activities of NewcelX.

Industry Context

This filing reflects a significant insider stake in a newly combined biotechnology or pharmaceutical entity (NewcelX Ltd., formed from NLS Pharmaceutics and Kadimastem). Such substantial insider ownership, especially by a Chief Scientific Officer, can signal strong confidence in the company's future prospects and strategic direction, which is often viewed positively in the biotech sector where long-term development and scientific expertise are critical.

Comparison to Industry Standards

• A 20.2% beneficial ownership by a Chief Scientific Officer and director is a substantial insider stake, often exceeding typical executive ownership percentages in publicly traded biotech companies, suggesting a high level of personal commitment and belief in the company's value.
• The private placement terms, including the right for investors to participate in future offerings and restrictions on equity lines of credit, are common mechanisms used by smaller biotech firms to attract and retain strategic investors while managing dilution.
• The merger transaction, involving a reverse stock split and an exchange ratio, is a standard corporate action for combining entities, particularly when one company (NLS) acquires another (Kadimastem) to form a new combined entity (NewcelX).

Management Changes

Corporate Governance

Related Party Transactions

• Prof. Michel Revel, as Chief Scientific Officer and director, participated in the 2024 private placement, purchasing 189,012 Common Shares and warrants with personal funds.
• Revel Family Ltd., controlled by Prof. Michel Revel, holds 18,901 Common Shares and 18,901 Common Shares issuable upon warrant exercise.

Stakeholder Impact

• Shareholders: Increased confidence due to significant insider ownership by a key executive, potentially signaling strong belief in the company's future. The private placement terms also offer protection against certain dilutive financing.
• Management/Board: Prof. Michel Revel's dual role as CSO and director, coupled with his substantial ownership, strengthens his influence on strategic and operational decisions.
• Investors (Private Placement): Benefited from the opportunity to acquire shares and warrants at a specific price and gained rights to participate in future offerings.

Next Steps

• Prof. Michel Revel, as a director, will continue to be involved in reviewing transactions that may result in operational, strategic, financial, or governance changes for NewcelX.
• Prof. Michel Revel may exercise warrants held by Revel Family Ltd. within 60 days of October 30, 2025, subject to a 9.99% beneficial ownership limitation.

Key Dates

Recommendation

The filing details a significant insider stake by Prof. Michel Revel, the Chief Scientific Officer and a director, following a merger and private placement. This substantial ownership (20.2%) by a key executive is a positive indicator of confidence in the company's long-term prospects. However, as a Schedule 13D, it primarily reports ownership and past transactions rather than new operational or financial performance data. While the insider commitment is strong, without additional information on current financial health, strategic progress post-merger, or future catalysts, a 'hold' recommendation is prudent for existing investors. New investors would need to conduct further due diligence beyond this filing to assess the company's current valuation and growth potential.

Keywords

NewcelX Ltd., Michel Revel, Schedule 13D, Beneficial Ownership, Insider Ownership, Private Placement, Merger, Kadimastem Ltd., Common Shares, Warrants, Corporate Governance