NLS and Kadimastem Announce Receipt of Nasdaq Approval; Merger Expected to Close on

NLS and Kadimastem Announce Receipt of Nasdaq Approval; Merger Expected

to Close on October 30, 2025

Zurich, Switzerland - October 23, 2025

- NLS Pharmaceutics Ltd. (Nasdaq: NLSP, NLSPW) ("NLS" or the "Company"), a Swiss clinical-stage biopharmaceutical company focused on central nervous

system ("CNS") disorders, and Kadimastem Ltd. (TASE: KDST) ("Kadimastem"), an advanced clinical-stage cell therapy

company developing treatments for neurodegenerative diseases and diabetes, today announced an update regarding the proposed merger (the

On October 21, 2025, NLS received an approval letter from the Nasdaq Listing Center for the listing of its common shares and the trading

of the Company on the Nasdaq Capital Market after completion of the Merger, under NLS's new name, NewcelX Ltd., with its new trading

symbol for its common shares, "NCEL".

Accordingly, the closing of the Merger is expected

to close on October 30, 2025 (the "Closing Date"), with the transition to trading under the combined company's new name

beginning October 31, 2025, subject to fulfillment of the remaining customary closing conditions.

Share Exchange and Delisting Schedule

In accordance with the Merger timetable:

In accordance with the TASE decision, the delisting of the ordinary shares of Kadimastem from the TASE is expected two dates following

receipt of an immediate report confirming satisfaction of all closing conditions and is expected on October 31, 2025. The aforementioned

dates may change as a result of external factors, and both NLS Kadimastem will provide updates accordingly.

Exchange Ratio and Valuation

Pursuant to the approved merger terms:

The final exchange ratio, as calculated pursuant to a formula and in accordance with the terms of the Merger agreement (the "Exchange

Ratio"), was determined on September 26, 2025, and under the approved terms, Kadimastem shareholders will own approximately 84.4%

of the combined company, while NLS shareholders will retain approximately 15.6% ownership, reflecting the relative value contributions

of each company and based on the estimated cash and indebtedness terms pursuant to the merger agreement, as measured at the close of business

on the day preceding the extraordinary general meeting of NLS dated September 29, 2025 (the "EGM").

Based on the Exchange Ratio, each ordinary Kadimastem

share will be exchanged for approximately 6.92 NLS ordinary shares prior to the reverse stock split which was approved by NLS shareholders

at the EGM, or approximately 0.62 NLS shares per Kadimastem share on a post-split basis.1 No fraction of a NLS common share

will be issued in connection with the Merger. All fractional share amounts shall be rounded down to the nearest whole number. The Company's

currently traded warrants will not be listed for trading post-Merger.

Update on Combined Clinical and Development Programs

Following the completion of the Merger, NewCelX will continue to advance

its integrated portfolio of programs, including:

Kadimastem has executed a technology transfer and clinical manufacturing agreement with Pluri Inc., a GMP-certified CDMO partner. The

technology transfer, training, and product release certification have been successfully completed. Clinical manufacturing is expected

to commence shortly, and site selection and CRO contracting for the U.S. trial are underway.

Following a successful pre-IND meeting with the U.S. Food and Drug Administration, NewCelX will continue to conduct in-vivo preclinical

safety studies in preparation for a first in-human (Phase 1) clinical trial. Kadimastem has executed a technology transfer and clinical

manufacturing agreement with Pluri Inc., a GMP-certified CDMO partner. The technology transfer, training, and product release certification

have been successfully completed.

About NLS Pharmaceutics

NLS Pharmaceutics Ltd. (Nasdaq: NLSP) is a Swiss-based

biopharmaceutical company focused on the development of innovative therapies for central nervous system disorders and related indications.

For more information, visit www.nlspharma.com.

Kadimastem Ltd. (TASE: KDST) is a clinical-stage

cell therapy company developing allogeneic, "off-the-shelf" cell products for neurodegenerative diseases and diabetes. For

more information, visit www.kadimastem.com.

Forward-Looking Statements

This press release contains expressed or implied forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. For example, NLS and

Kadimastem are using forward-looking statements when they discuss the expected closing date of the Merger, the expected start of trading

date for NewCelX on Nasdaq, the expected timeline for delisting of Kadimastem's ordinary shares from the TASE, the expected delivery

date of the NLS common shares to Kadimastem shareholders and NewCelX's ability to advance its clinical trials related to AstroRx

and IsletRx. 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; unexpected costs,

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

the completion of the proposed 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 or 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, NLS does not undertake 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, 2024, 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 proxy statement/prospectus, filed with the SEC on September 10, 2025.

Investor & Media Contacts

Kadimastem Contacts:

Sarah Bazak, Investors relations

Social Media: LinkedIn, X, Facebook, Instagram