SCHEDULE 13D: NLS Pharmaceutics Chairman Ronald Hafner Boosts Stake to 13.2% Through Strategic Transactions and Debt Conversions

Sentiment:

Schedule 13D Filing 24 June 2025 8:57 PM

Ronald Hafner, Chairman of NLS Pharmaceutics Ltd., has significantly increased his beneficial ownership to 13.2% through a series of equity purchases, warrant acquisitions, debt-to-equity conversions, and a put-call agreement.

Capital raiseThe Issuer entered into an Equity Purchase Agreement for a private placement offering, issuing 806,452 Common Shares and Common Warrants for aggregate gross proceeds of $3.2 million.The Issuer entered into a Debt Purchase Agreement, issuing 806,452 newly designated convertible preferred shares in exchange for the satisfaction of $4.0 million in debt.Pursuant to the Equity Purchase Agreement, investors were granted the right to participate in up to 50% of future offerings for one year.Pursuant to the Debt Purchase Agreement, the accredited investor was granted the right to purchase up to an additional $10.0 million worth of convertible preferred shares beginning six months after closing and continuing as long as preferred shares are owned, and also the right to participate in up to 50% of future offerings for one year.

Summary

Ronald Hafner, Chairman of the Board of Directors of NLS Pharmaceutics Ltd., beneficially owns 557,131 Common Shares, representing approximately 13.2% of the outstanding Common Shares as of June 20, 2025.
The increase in ownership stems from various transactions funded by personal funds, including a private placement, warrant amendments, and debt conversions.
On October 9, 2024, Ronald Hafner purchased 100,807 Common Shares and Common Warrants to purchase an equal number of shares as part of a $3.2 million private placement offering by NLS Pharmaceutics.
Also on October 9, 2024, in connection with warrant amendments, Ronald Hafner received Pre-Funded Warrants to purchase 1,925 Common Shares.
Through a Debt Purchase Agreement on October 9, 2024, Ronald Hafner received 173,173 newly designated convertible preferred shares in exchange for the satisfaction of a $4.0 million debt held by an accredited investor.
A Put-Call Agreement was entered into on October 9, 2024, between Ronald Hafner and Alpha Capital Anstalt, involving 37,783 preferred shares (converted from Common Shares) for a purchase price of $150,000.00, with Alpha Capital Anstalt exercising this option on February 12, 2025.
Ronald Hafner acquired 111,637 Common Shares from CEO Alexander Zwyer on February 7, 2025, in exchange for debt satisfaction.
On February 21, 2025, Magnetic Rock Investment AG transferred 17,782 Common Shares to Ronald Hafner in exchange for debt satisfaction.
On May 22, 2025, Ronald Hafner acquired 250 Common Shares from his brother, Patrick Hafner, for a cash amount equal to the shares' market value.
Ronald Hafner holds sole voting and dispositive power over his 557,131 Common Shares, which include 3,176 vested stock options and 115,786 warrants (113,861 Common Warrants and 1,925 Pre-Funded Warrants) exercisable within 60 days, subject to beneficial ownership limitations.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The significant increase in insider ownership by the Chairman, coupled with successful capital raises through private placement and debt conversion, suggests confidence in the company and improved financial structure. While warrant limitations exist, the overall activity indicates strategic moves to strengthen the company's position.

Positives

Significant increase in insider ownership by the Chairman of the Board, Ronald Hafner, signaling confidence in the company's future.
Conversion of $4.0 million in debt into preferred shares, which can strengthen the company's balance sheet by reducing liabilities.
Successful private placement raising $3.2 million in gross proceeds, indicating investor interest and providing capital for the company.
Strategic agreements like the Put-Call Option provide liquidity and defined exit/entry points for specific shareholdings.

Negatives

Warrants held by Ronald Hafner and other investors are subject to beneficial ownership limitations (9.99% and 4.99%), which may restrict immediate full exercise and could impact liquidity or control.

Risks

The exercise of warrants and options could lead to dilution for existing shareholders.
The Put-Call Agreement's lapse condition if Purchaser Common Stock is not converted into Conversion Shares by December 31, 2024, introduces a specific deadline for that particular arrangement.
Future offerings, in which certain investors have a right to participate, could lead to further dilution.
The company's agreement not to enter into an equity line of credit or similar agreement without consent of preferred shareholders could limit future financing flexibility.

Future Outlook

Ronald Hafner holds his securities for investment purposes and intends to review his investment and the Issuer's business affairs periodically. He may engage in discussions with the Issuer's management, directors, and other shareholders regarding the company's operations, financial condition, strategic plans, and future. He also reserves the right to formulate future plans or proposals concerning the Issuer, including those related to corporate events or transactions. As Chairman, he may receive additional equity-based compensation.

Management Comments

Ronald Hafner holds all securities of the Issuer for investment purposes only.
Ronald Hafner intends to review from time to time his investment in the Issuer and the Issuer's business affairs, financial position, performance and other investment considerations.
Ronald Hafner may from time to time engage in discussions with the Issuer, its directors and officers, other shareholders of the Issuer and other persons on matters that relate to the management, operations, business, assets, capitalization, financial condition, strategic plans, governance and the future of the Issuer and/or its subsidiaries.

Industry Context

This filing primarily details changes in beneficial ownership and financing activities for NLS Pharmaceutics Ltd., a pharmaceutical company. The transactions reflect internal capital restructuring and insider investment, rather than direct industry-wide trends. The merger agreement with Kadimastem Ltd. indicates potential strategic consolidation within the biotech/pharma sector.

Comparison to Industry Standards

NA This Schedule 13D filing focuses on beneficial ownership and related party transactions, not operational or financial performance metrics that would typically be benchmarked against industry standards or comparable companies. The document does not provide sufficient information for such a comparison.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chairman of the Board of Directors	NA	Ronald Hafner	NA	Ronald Hafner's existing role is highlighted as a basis for his influence and compensation, not a new change.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Voting Agreement	Ronald Hafner entered into a Support Agreement to vote his Common Shares in favor of the approval of the issuance of Common Shares for merger consideration and an ordinary capital increase under Swiss law for the merger with Kadimastem Ltd.	October 14, 2024	Aligns a significant shareholder's voting power with the company's strategic merger plans, facilitating the transaction.
Financing Restrictions	The Issuer agreed not to enter into an equity line of credit or similar agreement without the consent of the majority of the holders of the preferred shares.	October 9, 2024	Grants preferred shareholders significant control over future equity financing methods, potentially limiting the company's flexibility in raising capital.

Related Party Transactions

Ronald Hafner, as Chairman of the Board, engaged in multiple transactions with NLS Pharmaceutics Ltd., including purchasing shares and warrants in a private placement, receiving preferred shares in a debt conversion, and being granted stock options.
Ronald Hafner entered into a Declaration of Assignment agreement with Alexander Zwyer, the Chief Executive Officer of the Issuer, to acquire 111,637 Common Shares in exchange for debt satisfaction.
Ronald Hafner entered into a Declaration of Assignment agreement with Patrick Hafner, his brother, to acquire 250 Common Shares for cash at market value.

Stakeholder Impact

Shareholders: Experience potential dilution from the issuance of new Common Shares and warrants in the private placement and from the conversion of preferred shares. However, increased insider ownership may signal confidence.
Creditors: The conversion of $4.0 million in debt into preferred shares reduces the company's outstanding debt, potentially improving its financial stability.
Management: The CEO, Alexander Zwyer, transferred shares to Ronald Hafner for debt satisfaction, indicating internal financial arrangements.
Employees: No direct impact mentioned, but overall company stability and strategic direction could indirectly affect employees.
Investors (new and existing): New investors participated in the private placement and debt conversion, gaining equity and preferred share positions. Existing investors face potential dilution but benefit from capital infusion and insider commitment.

Next Steps

Ronald Hafner may continue to review his investment and engage in discussions with company management and other shareholders.
The company will proceed with the merger with Kadimastem Ltd., which Ronald Hafner has agreed to support by voting his shares in favor of the required approvals.
Potential future offerings may occur, in which certain investors have participation rights.

Key Dates

Date	Description
November 2022	Ronald Hafner was granted options to purchase 3,688 Common Shares of the Issuer.
October 9, 2024	Equity Purchase Agreement, Warrant Amendment Agreements, Debt Purchase Agreement, and Put-Call Agreement were entered into.
October 10, 2024	Transactions contemplated by the Equity Purchase Agreement and Debt Purchase Agreement closed.
October 14, 2024	Voting and Support Agreement between Ronald Hafner and NLS Pharmaceutics Ltd. was dated.
November 4, 2024	Agreement of Merger and Plan of Reorganization between Kadimastem Ltd., NLS Pharmaceutics Ltd., and NLS Pharmaceuticals (Israel) Ltd. was dated.
December 31, 2024	Deadline for Purchaser Common Stock to convert into Conversion Shares for the Put-Call Agreement to remain active.
February 7, 2025	Declaration of Assignment agreement between Ronald Hafner and Alexander Zwyer for transfer of 111,637 Common Shares.
February 12, 2025	Declaration of Assignment agreement between Ronald Hafner and Alpha Capital Anstalt, exercising the Put-Call option.
February 21, 2025	Notification from Magnetic Rock Investment AG regarding transfer of 17,782 Common Shares to Ronald Hafner.
May 22, 2025	Declaration of Assignment agreement between Ronald Hafner and Patrick Hafner for transfer of 250 Common Shares.
June 20, 2025	Date of Issuer's Registration Statement on Form F-4/A, reporting 4,097,641 common shares outstanding.
June 24, 2025	Date of Ronald Hafner's signature on the Schedule 13D filing.

Recommendation

hold

Keywords

NLS Pharmaceutics, Ronald Hafner, Schedule 13D, beneficial ownership, insider ownership, common shares, preferred shares, warrants, put-call agreement, private placement, debt conversion, equity financing, corporate governance, shareholder stake

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