Kadimastem Shareholders Approved the Merger with NLS Pharmaceutics ZURICH, SWITZERLAND and

Kadimastem Shareholders Approved the Merger

with NLS Pharmaceutics

ZURICH, SWITZERLAND and NESS ZIONA, ISRAEL - January 31, 2025

/ NLS Pharmaceutics Ltd. ("NLS") (Nasdaq: NLSP), a Swiss clinical-stage biopharmaceutical company focused on the discovery

and development of innovative therapies for rare and complex central nervous system disorders, and Kadimastem Ltd. ("Kadimastem")

(TASE: KDST.TA), a clinical-stage cell therapy company developing and manufacturing "off-the-shelf" allogeneic cell products

for the treatment of neurodegenerative diseases and potential cure for diabetes, are pleased to announce that in a special general meeting

of shareholders held yesterday, Kadimastem's shareholders approved the merger with NLS (the "Merger"). This key milestone

brings NLS and Kadimastem one step closer to creating a combined Nasdaq-traded biotechnology company with a robust portfolio of advanced

therapies for neurodegenerative diseases and diabetes.

NLS is also planning to convene a shareholder meeting for final approval

of the Merger. The collaborative effort between NLS and Kadimastem underscores the companies' commitment to advance innovative solutions

that address unmet medical needs in the biopharmaceutical sector.

Ronen Twito, Executive Chairman and Chief Executive Officer of Kadimastem,

stated, "We are happy that our shareholders have approved this significant Merger with NLS. We believe that this approval shows

the shareholders' appreciation of the anticipated value creation from the Merger to leverage NLS's and Kadimastem's

combined strengths in biotechnology. We look forward to completing the Merger and unlocking new opportunities for growth and innovation."

Alex Zwyer, Chief Executive Officer of NLS, commented, "Receiving

approval from Kadimastem's shareholders is a significant step forward in the Merger process. We look forward to the potential benefits

of bringing our two companies together and are committed to working collaboratively to advance innovative solutions in biotechnology.

We aim to convene our shareholders meeting in the coming weeks to support a smooth transition toward this partnership.."

As the Merger process progresses, both companies remain focused on

aligning their efforts to become a leading force in developing therapies that address critical health challenges.

About NLS Pharmaceutics Ltd.

NLS is a global development-stage biopharmaceutical company, working

with a network of world-class partners and internationally recognized scientists, focused on the discovery and development of innovative

therapies for patients with rare and complex central nervous system disorders who have unmet medical needs. Headquartered in Switzerland

and founded in 2015, NLS is led by an experienced management team with a track record of developing and commercializing product candidates.

For more information, please visit www.nlspharma.com.

Kadimastem is a clinical stage cell therapy company, developing "off-the-shelf",

allogeneic, proprietary cell products based on its technology platform for the expansion and differentiation of Human Embryonic Stem Cells

(hESCs) into functional cells. AstroRx , the company's lead product, is an astrocyte cell therapy in clinical development for

the treatment for ALS and in pre-clinical studies for other neurodegenerative indications.

IsletRx is the company's treatment for diabetes. IsletRx is comprised

of functional pancreatic islet cells producing and releasing insulin and glucagon, intended to treat and potentially cure patients with

insulin-dependent diabetes. Kadimastem was founded by Professor Michel Revel, Chief Scientific Officer of Kadimastem and Professor Emeritus

of Molecular Genetics at the Weizmann Institute of Science. Professor Revel received the Israel Prize for the invention and development

of Rebif , a multiple sclerosis blockbuster drug sold worldwide. Kadimastem is traded on the Tel Aviv Stock Exchange (TASE: KDST).

Safe Harbor Statement

This press release contains expressed or implied forward-looking statements

pursuant to U.S. Federal securities laws. For example, NLS and Kadimastem are using forward-looking statements when they discuss the expected

closing of the transaction and the potential benefits of the transaction to NLS and Kadimastem and their respective shareholders, including

value creation for shareholders, as well as the expected strategic position of the combined company following the Merger, if completed.

These forward-looking statements and their implications are based on the current expectations of the management of NLS and Kadimastem

and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in

the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described

in the forward-looking statements: risks related to the companies' ability to complete the Merger on the proposed terms and schedule,

including risks and uncertainties related to the satisfaction of the closing conditions related to the merger agreement and risks and

uncertainties related to the failure to timely, or at all, obtain shareholder approvals for the transaction; unexpected costs, charges

or expenses resulting from the transaction and potential adverse reactions or changes to business relationships resulting from the announcement

or completion of the Merger; changes in technology and market requirements; either or both companies may encounter delays or obstacles

in launching and/or successfully completing their clinical trials; the companies' products may not be approved by regulatory agencies;

their technologies may not be validated as they progress and their methods may not be accepted by the scientific community; either of

both of the companies may be unable to retain or attract key employees whose knowledge is essential to the development of their products;

unforeseen scientific difficulties may develop with the products being advanced by the companies; their products may wind up being more

expensive than anticipated; results in the laboratory may not translate to equally good results in real clinical settings; results of

preclinical studies may not correlate with the results of human clinical trials; the companies' patents may not be sufficient; their

products may harm recipients; changes in legislation may adversely impact either or both of the companies; inability to timely develop

and introduce new technologies, products and applications; and loss of market share and pressure on pricing resulting from competition,

which could cause the actual results or performance of candidate products to differ materially from those contemplated in such forward-looking

statements. Except as otherwise required by law, neither Kadimastem nor NLS undertakes any obligation to publicly release any revisions

to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated

events. More detailed information about the risks and uncertainties affecting NLS is contained under the heading "Risk Factors"

in NLS's annual report on Form 20-F for the year ended December 31, 2023, filed with the Securities and Exchange Commission ("SEC"),

which is available on the SEC's website, www.sec.gov, and in subsequent filings made by NLS with the SEC, including under the heading

"Risk Factors" in NLS's registration statement on Form F-4, filed with the SEC on December 27, 2024.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer

to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there

be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification

under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the

requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, NLS has filed a Registration

Statement on Form F-4, including a proxy statement/prospectus, with the SEC. NLS may also file other relevant documents with the SEC regarding

the proposed transaction. This document is not a substitute for the proxy statement/prospectus or any other document that NLS may file

with the SEC. The proxy statement (if and when available) will be mailed or delivered to shareholders of NLS and Kadimastem. INVESTORS

AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC,

AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE

THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain

free copies of the proxy statement/prospectus (if and when available) and other documents containing important information about NLS and

Kadimastem and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov.

Copies of the documents filed with the SEC by the Company will be available free of charge on NLS's website at www.nlspharma.com.

Participants in the Solicitation

NLS, Kadimastem, and certain of their respective directors and executive

officers may be deemed to be participants in the solicitation of proxies from NLS and Kadimastem shareholders in respect of the proposed

transaction. Information about the directors and executive officers of NLS, including a description of their direct or indirect interests,

by security holdings or otherwise, is set forth in NLS's Annual Report on Form 20-F for the fiscal year ended December 31, 2023,

which was filed with the SEC on May 15, 2024. Other information regarding the participants in the proxy solicitation and a description

of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other

relevant materials to be filed with the SEC regarding the proposed merger when such materials become available. Investors should read

the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free

copies of these documents from NLS Pharmaceutics using the sources indicated above.

Kadimastem Contacts:

Sarah Bazak, Investors relations

www.kadimastem.com, Social Media: Social Media: LinkedIn,

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