To the shareholders of NLS Pharmaceutics Ltd., Zurich, Switzerland Zurich, 10 September 2024 Invitation to the Extraordinary Shareholders' Meeting of NLS Pharmaceutics Ltd., Zurich, Switzerland Dear Shareholder, The boar

To the shareholders of

NLS Pharmaceutics Ltd., Zurich, Switzerland

Zurich, 10 September 2024

Invitation to the Extraordinary Shareholders' Meeting of NLS Pharmaceutics

Ltd., Zurich, Switzerland

The board of directors of NLS Pharmaceutics Ltd.

(the "Board of Directors"), with registered office at The Circle 6, 8058 Zurich, Switzerland (the "Company")

is pleased to invite you to the extraordinary shareholders' meeting (the "EGM") of the Company. The shareholders' meeting

will be held as follows:

The agenda items to be voted on, the voting instructions

and the appendices mentioned herein are provided below:

The agenda items and proposals of the Board

of Directors are as follows:

Explanation: The Company

intends to conduct a private financing round by way of an ordinary capital increase in order to comply with Nasdaq listing requirements.

of Directors proposes to increase the share capital of the Company, by way of an ordinary capital increase, by an amount in Swiss francs

(CHF), calculated on the day of this EGM by taking the actual investment amount (a maximum of USD 4,000,000.00) from the investors and

dividing it by the lower of the stock price per share of the Company (at market close) on the trading day before the EGM, or the stock

price per share of the Company (at market close) on the trading day of this invitation, with a discount of 20% being granted on the applicable

stock price per share. This results in the maximum number of registered shares to be issued (each decimal number will be rounded up to

the nearest whole amount as no fractional shares can be issued), which is then multiplied by the nominal value per share of CHF 0.80 each

(subject to the shareholders' approval of the share consolidation at the extraordinary shareholders' meeting on 18 September 2024), determining

the maximum amount of the ordinary capital increase in Swiss francs (the "PFR Formula") (i.e. via the issuance of the

respective number of fully paid-in registered shares in the Company with a nominal value at that point in time) and to issue these new

registered shares at the following terms:

Explanation: The elimination

of debt is an important restructuring measure for the survival of the Company and to make the Company eligible for future financing and

strategic transactions. The Company has therefore reached an agreement with the debt holders A to convert their claims against the Company

into equity. To facilitate this, the Company intends to conduct an ordinary capital increase in order to provide the required shares to

the debt holders A in exchange for the set-off of their claims.

of Directors proposes to increase the share capital of the Company, by way of an ordinary capital increase, by an amount in Swiss francs

(CHF), calculated on the day of this EGM by taking the actual conversion amount (a maximum aggregate amount of CHF 2,567,018.00)

from the debt holders A, converting it into USD using the fixed exchange rate of CHF 0.91, and dividing it by the volume weighted average

price of the Company's common shares (i.e. registered shares) for the 15 trading days prior to 18 September 2024. This results in the

number of registered shares to be issued (each decimal number will be rounded up to the nearest whole amount as no fractional shares can

be issued), which is then multiplied by the nominal value per share of CHF 0.80 each (subject to the shareholders' approval of the share

consolidation at the extraordinary shareholders' meeting on 18 September 2024), determining the maximum amount of the ordinary capital

increase in Swiss francs (the "IDC Formula") (via the issuance of the respective number of fully paid-in registered shares

in the Company with a nominal value at that point in time) and to issue these new registered shares at the following terms:

Explanation: The elimination

of debt is an important restructuring measure for the survival of the Company and to make the Company eligible for future financing and

strategic transactions. The Company has therefore reached agreements with the debt holders B to convert their claims against the Company

into equity. To facilitate this, the Company intends to conduct an ordinary capital increase in order to provide the required shares to

the debt holders B in exchange for the set-off of their claims.

of Directors proposes to increase the share capital of the Company, by way of an ordinary capital increase, by an amount in Swiss francs

(CHF), calculated on the day of this EGM by taking the actual conversion amount (a maximum aggregate amount of USD 639,627.50) from the

debt holders B and dividing it by the volume weighted average price of the Company's common shares (i.e. registered shares) for the 15

trading days prior to 18 September 2024. This results in the maximum number of registered shares to be issued (each decimal number will

be rounded up to the nearest whole amount as no fractional shares can be issued), which is then multiplied by the nominal value per share

of CHF 0.80 each (subject to the shareholders' approval of the share consolidation at the extraordinary shareholders' meeting on 18 September

2024), determining the maximum amount of the ordinary capital increase in Swiss francs (the "DC Formula") (via the issuance

of the respective number of fully paid-in registered shares in the Company with a nominal value at that point in time) and to issue these

new registered shares at the following terms:

Explanation: In order

to implement the ordinary capital increase regarding the vendor buy-out as contemplated in Section 5 hereinafter, the articles of association

of the Company ("Articles") have to be amended to allow for the issuance of a new class of shares (preferred shares).

of Directors proposes to create a new class of shares (preferred shares) and to add a second paragraph to article 3 of the Articles as

"The preferred shares confer

the following privileges: If new preferred shares are issued, the holders of preferred shares shall have the right to subscribe for all

newly issued preferred shares in proportion to their respective participation in the total nominal value of the preferred shares. If holders

of preferred shares do not exercise their subscription rights, these are offered once to the other holders of preferred shares for subsequent

subscription. After that, any subscription rights not exercised by the holders of preferred shares shall be allocated to the holders of

common shares. Each category of shares is entitled to be represented on the board of directors by at least one member."

Explanation: The elimination

of vendor debt is an important restructuring measure for the survival of the Company and to make the Company eligible for future financing

and strategic transactions. The Company has therefore reached an agreement with an investor to purchase up to USD 4,000,000.00 in receivables

from vendors that are outstanding and payable by the Company. In conjunction with the purchase of the receivables, the Company has agreed

to issue the investor convertible loan notes entitling to convert into preferred shares of the Company (at the terms below) against the

contribution of receivables of up to USD 4,000,000.00 (the "Contribution Amount").

of Directors proposes to increase the share capital of the Company, by way of an ordinary capital increase, by an amount in Swiss francs

(CHF), calculated on the day of this EGM by taking the actual investment amount (a maximum of USD 4,000,000.00) from the investor and

dividing it by the lower of the stock price per share of the Company (at market close) on the trading day before the EGM, or the stock

price per share of the Company (at market close) on the trading day of this invitation. This results in the maximum number of preferred

shares to be issued (a decimal number will be rounded up to the nearest whole amount as no fractional shares can be issued), which is

then multiplied by the nominal value per share of CHF 0.80 each (subject to the shareholders' approval of the share consolidation at the

extraordinary shareholders' meeting on 18 September 2024), determining the maximum amount of the ordinary capital increase in Swiss francs

(the "VBO Formula") (via the issuance of the respective number of fully paid-in preferred shares in the Company with

a nominal value at that point in time (the "New Preferred Shares")) and to issue these New Preferred Shares at the following

Board of Directors proposes, based on an advisory vote, the approval of the binding term sheet dated 28 July 2024, as attached hereto

of Directors proposes to newly elect Olivier Samuel as member of the Board of Directors for a term lasting until the next annual ordinary

shareholders' meeting. A short biography of the proposed new board member is attached hereto as Appendix 2.

Explanation: According

to the Swiss Corporate Law, by amending the articles of association, the shareholders' meeting may authorize the Board of Directors to

increase the share capital within a period of not more than five years. Such capital band (Kapitalband) may not exceed one-half

of the existing share capital. The Company intends to conduct several ordinary capital increases immediately prior to the discussion of

this agenda item at this extraordinary shareholders' meeting, thus resulting in a new share capital of the Company ("New Share

Capital"). It being understood that the calculation of the capital band for this invitation is therefore based on the New Share

Capital. The nominal value of CHF 0.80 per registered share of the Company is further subject to the shareholders' approval of the share

consolidation at the extraordinary shareholders' meeting on 18 September 2024.