SCHEDULE: NewcelX Ltd. Shareholder Filing: League Jinn Sarl Discloses Stake

League Jinn Sarl and Julien Ruggieri have filed a Schedule 13D, disclosing beneficial ownership of 25.3% of NewcelX Ltd. common shares, primarily acquired through private placements and a merger.

Summary

• League Jinn Sarl and Julien Ruggieri have jointly filed a Schedule 13D, indicating their beneficial ownership of 1,316,267 common shares of NewcelX Ltd.
• This represents 25.3% of the total outstanding common shares, based on 5,345,184 shares as of April 29, 2026.
• The holdings include 1,104,568 directly owned common shares.
• Additionally, the filing covers 20,791 common shares issuable upon exercise of warrants expiring October 10, 2029 (exercise price $2.75) and 190,908 common shares issuable upon exercise of warrants expiring April 27, 2031 (exercise price $3.025).
• These warrants are subject to a 9.99% beneficial ownership limitation.
• The Reporting Persons acquired these securities for investment purposes.
• The acquisition history includes a private placement on October 10, 2024, a merger transaction completed in 2025 (where NLS Pharmaceutics Ltd. merged with Kadimastem Ltd. and was renamed NewcelX Ltd.), and a private placement financing on April 1, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily discloses existing beneficial ownership and investment intent rather than announcing new strategic initiatives or financial performance.

Positives

• Significant beneficial ownership of 25.3% by League Jinn Sarl and Julien Ruggieri, indicating strong investor conviction.
• Acquisition of shares and warrants through multiple private placements and a merger suggests strategic investment and participation in the company's growth.
• The Reporting Persons have held these securities for investment purposes, implying a long-term outlook.

Negatives

• The beneficial ownership limitation of 9.99% on warrants restricts the ability to exercise them fully, potentially capping future share acquisition.
• The filing is a Schedule 13D, which is typically filed after acquiring more than 5% of a company's stock, suggesting a significant change in ownership structure or intent.

Risks

• The 9.99% beneficial ownership limitation on warrants could prevent the full exercise of these instruments, limiting the potential increase in shareholding.
• The nature of Schedule 13D filings can sometimes signal potential activist intentions or a desire for greater influence, which may create uncertainty for other shareholders.

Future Outlook

The filing states that the Reporting Person holds all securities of the Issuer for investment purposes only. No specific future plans or intentions regarding the Issuer's business or future transactions are disclosed beyond this investment purpose.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are common in the biotechnology and pharmaceutical sectors, often indicating significant stake-building by investors or the emergence of new major shareholders following private placements or mergers. The involvement of entities like League Jinn Sarl in such filings suggests active investment in emerging companies.

Stakeholder Impact

• Shareholders: The disclosure of a significant stake (25.3%) by League Jinn Sarl and Julien Ruggieri may influence market perception and potentially lead to increased scrutiny of the company's strategic direction.
• Management: The substantial ownership may lead to increased engagement or influence from the Reporting Persons on corporate governance and strategic decisions.
• Potential Investors: This filing provides transparency on a major shareholder, which can be a factor in due diligence for other potential investors.

Next Steps

• The Reporting Person holds securities for investment purposes.
• Further actions or intentions beyond investment are not disclosed in this filing.

Key Dates

Keywords

NewcelX Ltd., Schedule 13D, League Jinn Sarl, Julien Ruggieri, Beneficial Ownership, Common Shares, Warrants, Private Placement, Merger, Investment, SEC Filing