Full Press Release Details
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement
(this "Agreement") is dated as of March 26, 2025, 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 "Purchasers").
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:
Definitions. 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 all the Preferred Shares and
Common Shares issuable hereunder.
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 0.03 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 Common Shares issuable upon conversion of the Preferred Shares.
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.
"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.
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 (other than in connection with share splits or combinations)
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 Conversion
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.
shall mean that the Capital Increase has been registered in the competent commercial register and the New Shares have been issued in accordance
"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
holders of more than 50% of the outstanding shares of voting stock of the Company (not including any shares of voting stock of the Company
held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender
or exchange offer), or (D) consummate a stock or share exchange agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more than
50% of the outstanding shares of voting stock of the Company (not including any shares of voting stock of the Company held by the other
Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share