NLS Pharmaceuticals Ltd. Announces Closing of US$4.4 Million Registered Direct Offering

ZURICH, SWITZERLAND/ACCESSWIRE/April 26, 2022/ NLS Pharmaceuticals Ltd. NLSP NLSPW (“NLS” or the “Company”), a Swiss clinical-stage biopharmaceutical company focused on the discovery and development of innovative therapies for patients with rare and complex central nervous system disorders, today announced the closing of its previously announced registered direct offer with healthcare-focused institutional investors along with the participation of the Chairman of the Board of Directors of the Company, Ronald Hafner, for the purchase and sale of 4,200,000 common shares of the Company ( or the common share equivalent) at the purchase price of $1.04 per common share (or common share equivalent).

In addition, in a concurrent private placement, the Company issued warrants to investors to purchase up to 3,150,000 common shares. The warrants have an exercise price of $1.04 per common share, are exercisable six months from the date of issue and expire 5 years from the original exercise date.

AGP/Alliance Global Partners acted as sole placement agent for the Offering.

The Company’s gross proceeds from this offering are approximately US$4.4 million, before deduction of placement agent fees and other offering costs payable by the Company. The Company intends to use the net proceeds from this offering, along with its existing cash, to fund the continued development of its lead product, Quilience® (Mazindol ER) for the treatment of narcolepsy, to support commercial development and licensing activities, and for general corporate purposes.

The common stock (or common stock equivalent) described above is being offered by the Company pursuant to an “off-hold” registration statement effective on Form F-3 (File No. 333-262489), including a accompanying prospectus, previously filed with, and declared effective by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 on February 11, 2022. A definitive prospectus supplement describing the terms of the proposed offering has been filed with the SEC and is available on the SEC’s website located at Electronic copies of the Prospectus Supplement may be obtained, when available, from AGP/Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at [email protected]

The warrants described above were offered and sold pursuant to the concurrent private placement in the United States pursuant to the securities registration exemption granted by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D as promulgated by the SEC. The securities sold in such private placement have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and therefore may not be offered or sold to United States absent registration with the SEC or an applicable exemption therefrom. registration conditions. The Company has agreed to file a registration statement with the SEC covering the resale of the common shares issuable upon exercise of the warrants issued pursuant to the concurrent private placement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of such state or territory.

About NLS Pharmaceuticals Ltd.
NLS Pharmaceuticals Ltd. is a clinical-stage Swiss biopharmaceutical company led by an experienced management team with a proven track record in the development and reuse of product candidates to treat rare and complex central nervous system disorders. The Company’s lead product candidate, Quilience®, is a proprietary extended-release formulation of Mazindol (Mazindol ER) and is being developed for the treatment of narcolepsy and potentially other sleep and wakefulness disorders such as than idiopathic hypersomnia (IH). Mazindol is a triple monoamine reuptake inhibitor and partial orexin-2 receptor agonist that has been used for many years to treat patients with narcolepsy in compassionate use programs. A Phase 2a clinical trial evaluating Quilience® in adult subjects with narcolepsy is currently underway in the United States. Previously, NLS successfully completed a Phase 2 study in the United States evaluating Nolazol® (Mazindol Controlled-Release) in adult subjects with ADHD. The study met all primary and secondary endpoints and Nolazol® was well tolerated. Quilience® has received orphan drug designation in the United States and Europe for the treatment of narcolepsy. Up to 1/3 of narcoleptic patients are also diagnosed with ADHD. NLS announced plans to allow patients diagnosed with IH to access treatment with Quiilience® through an Early Access Program (EAP). EAPs have great potential to benefit all stakeholders involved, from the patient who receives the drug as soon as possible to the pharmaceutical company who supplies it. While EAPs can be big business, companies that invest in them can reap significant benefits in terms of launch readiness, relationship building, and market penetration.

Safe Harbor Statement
This press release contains express or implied forward-looking statements pursuant to United States federal securities laws. For example, NLS uses forward-looking statements when discussing the intended use of the product. These forward-looking statements and their implications are based on the current expectations of NLS management only 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: changes in technology and market requirements; NLS may encounter delays or obstacles in initiating and/or completing its clinical trials; NLS products may not be approved by regulatory agencies; NLS technology may not be validated as it progresses and its methods may not be accepted by the scientific community; NLS may not be able to retain or attract key employees whose knowledge is essential to the development of its products; unforeseen scientific difficulties may develop with the NLS process; NLS products may turn out to be more expensive than expected; laboratory results may not translate to as good results under actual clinical conditions; results of preclinical studies may not correlate with results of human clinical trials; NLS patents may not be enough; NLS products may harm recipients; changes in legislation may have a negative impact on the NLS; failure to develop and introduce new technologies, products and applications on a timely basis; loss of market share and pricing pressure resulting from competition, which could cause NLS’s actual results or performance to differ materially from those contemplated in such forward-looking statements. Except as otherwise required by law, NLS undertakes no obligation to issue revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events. More detailed information about the risks and uncertainties affecting NLS can be found under the heading “Risk Factors” in NLS’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 filed with the SEC, which is available at the SEC website, www.sec.govand in subsequent filings by NLS with the SEC.

Corporate contact details
Alex Zwyer, CEO: +41 44 512 21 50

Investor Relations
Cindy Rizzo: +1 908-229-7050

Media Contact
Pascal Nigen: +1 917-385-2160
Alpha Bronze, LLC

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