Full Press Release Details
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement
(this "Agreement") is dated as of December 4, 2024, among NLS Pharmaceutics Ltd., a corporation incorporated under
the laws of Switzerland and includes any successor Company thereto (the "Company"), and each purchaser identified on
the signature pages hereto (each, including its successors and permitted assigns, a "Purchaser" and collectively the
WHEREAS, the Company and Purchasers
desire to enter into this Agreement, pursuant to which the Purchasers are to be granted the right to acquire securities of the Company
as set forth herein; and
WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities
Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder, the Company desires to issue and sell to each Purchaser, and
each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in
this Agreement (the "Offering").
NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and each Purchaser agree as follows:
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings
set forth in this Section 1.1:
"Accredited Investor"
shall have the meaning ascribed to such term in Section 3.2(c).
shall have the meaning ascribed to such term in Section 4.7.
shall have the meaning ascribed to such term in Section 3.1(j).
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
"Amended and Restated
Articles of Association" shall mean the Articles of Association of the Company amended to include issuing the Common Shares
issuable hereunder and shall include a restriction on voting for any Preferred Shares and a restriction for any conversions of Preferred
Shares in excess of the Beneficial Ownership Limitation.
shall mean any law, rule or regulation of any governmental authority or jurisdiction applicable to any party to this Agreement, as the
shall have the meaning ascribed to such term in Section 3.1(nn).
"Beneficial Ownership
Limitation" shall mean 9.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance
of the Common Shares on the relative calculation date.
"Board of Directors"
means the board of directors of the Company.
means any Trading Day other than Saturday, Sunday or other day on which commercial banks in The City of New York or in the city of Zurich,
Canton of Zurich (Switzerland), the Commercial Register of Zurich or the Swiss Federal Office for the Commercial Register are authorized
or required by law or other governmental action to remain closed; provided, however, for clarification, commercial banks
shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place",
"non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York or in the city of Zurich, Canton of Zurich (Switzerland) are generally open for use by customers on such
shall have the meaning ascribed to such term in Section 4.1(h).
means the Initial Closing and the Subsequent Closings, if any, of the purchase and sale of the Securities pursuant to Section 2.1 and
means each of the Initial Closing Date and each Subsequent Closing Date, if any, and is the Trading Day on which all of the Transaction
Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers'
obligations to pay the relevant Subscription Amount at such Closing and (ii) the Company's obligations to deliver the Securities
to be issued and sold at such Closing, in each case, have been satisfied or waived.
means the United States Securities and Exchange Commission.
means the common shares of the Company, par value CHF 0.80 per share, and any other class of securities into which such securities may
hereafter be reclassified or changed.
"Common Share Equivalents"
means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including,
without limitation, any debt, preferred share, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.
means Sullivan & Worcester LLP, with offices located at 1251 Avenue of the Americas, New York, New York 10020.
means the Securities Purchase Agreement dated October 9, 2024, between the Company the purchasers thereto pursuant to which the Company
sold $4,000,000 of preferred shares.
means the right of the purchaser in the Debt SPA to purchase additional shares of preferred shares as set forth in Section 2.4 of the
"Disclosure Schedules"
means the Disclosure Schedules of the Company delivered concurrently herewith.
"Disqualification Event"
shall have the meaning ascribed to such term in Section 3.1(oo).
means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight
(New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof and (ii)
if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than
9:01 a.m. (New York City time) on the date hereof.
shall mean all of: (i) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (ii) the Common
Shares shall have traded on the Principal Market for the 10 consecutive Trading Days prior to the Subsequent Closing Date above the Per
Share Purchase Price; (iii) the Purchasers are not in possession of any information provided directly by the Company, any of its Subsidiaries,
or any of their officers, directors, employees, agents or Affiliates, that, in the good faith opinion of the Purchasers, constitutes,
or may constitute, material non-public information; (iv) the Company is not in default under any of the Transaction Documents; (v)
there is an effective Registration Statement pursuant to which the Purchasers are permitted to utilize the prospectus thereunder to resell
means the Securities Purchase Agreement dated October 9, 2024, between the Company the purchasers thereto pursuant to which the Company
sold $3,200,000 of Common Shares and warrants.
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
means, absent a written waiver by the Purchasers, the issuance of (a) Common Shares and options to officers, directors, or employees of
the Company after the Initial Closing Date up to the amounts and on the terms set forth on Schedule 3.1(g) pursuant to a Share
Option Plan, (b) securities exercisable or exchangeable for or convertible into Common Shares issued and outstanding on the date of this
Agreement, provided that such securities and any term thereof have not been amended since the date of this Agreement to increase the number
of such securities or to decrease the issue price, exercise price, exchange price or conversion price of such securities or to extend
the term of such securities and of which the principal terms thereof are set forth on Schedule 3.1(g) under the heading "Exempt
Issuance", (c) securities issued pursuant to acquisitions or strategic transactions and the payment of contractor invoices in
the ordinary course of business approved by a majority of the disinterested directors of the Company, provided that (i) such securities
are issued as "restricted securities" (as defined in Rule 144), (ii) carry no registration rights that require or permit the
filing of any registration statement in connection therewith during the Restrictive Period, as defined in Section 4.9 herein, (iii) that
any such issuance shall only be to a Person (or to the equityholders of a Person) that is, itself or through its subsidiaries, an operating
company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional
benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily
for the purpose of raising capital or to an entity whose primary business is investing in securities, and (iv) are issued or are issuable
at a price per Common Shares or Common Shares Equivalent not less than the Per Share Purchase Price, (d) securities issued or issuable
to the Purchasers and their assigns pursuant to this Agreement, and (e) securities issued in the Kadimastem Merger. No Variable Rate Transaction
shall be deemed an Exempt Issuance
the Foreign Corrupt Practices Act of 1977, as amended.
mean the United States Food and Drug Administration.
"Fundamental Transaction"
shall mean any transaction in which (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions,
(A) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) any other Person,
or (B) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or
assets to any other Person, or (C) make, or allow any other Person to make, a purchase, tender or exchange offer that is accepted by the