UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For the month of October 2022 (Report No. 2)

 

Commission file number: 001-39957

 

NLS PHARMACEUTICS LTD.

(Translation of registrant’s name into English)

 

The Circle 6

8058 Zurich, Switzerland

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒       Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____

 

 

  

 

 

 

CONTENTS

 

Extraordinary Shareholder’s Meeting

 

Attached hereto and incorporated by reference herein is NLS Pharmaceutics Ltd., or the Registrant’s, Notice of Meeting and Proxy Card for the Extraordinary Shareholders’ Meeting to be held on October 27, 2022, or the Meeting. Only shareholders of record who hold common shares of the Registrant at the close of business on October 24, 2022, will be entitled to vote at the Meeting and any postponement or adjournments thereof.

 

Press Release

 

On October 5, 2022, the Registrant issued a press release titled: “NLS Pharmaceutics Announces Receipt of Staff Delisting Determination from Nasdaq; Intends to Request Hearing.” A copy of this press release is furnished herewith as Exhibit 99.1.

 

This report is incorporated by reference into the Registrant’s Registration Statement on Form F-3 (File No. 333-262489), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

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EXHIBIT INDEX

 

Exhibit Number

   Description of Document
99.1     Notice of Meeting and Proxy Card for the Ordinary Shareholders’ Meeting to be held on October 27, 2022.
99.2   Press Release titled: “NLS Pharmaceutics Announces Receipt of Staff Delisting Determination from Nasdaq; Intends to Request Hearing.”

 

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SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  NLS Pharmaceutics Ltd.
     
Date: October 6, 2022 By: /s/ Alexander Zwyer
    Name:  Alexander Zwyer
    Title: Chief Executive Officer

 

 

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Exhibit 99.1

 

To the shareholders of

 

NLS Pharmaceutics AG, Zurich, Switzerland

 

Zurich, October 5, 2022

 

Invitation to the

 

Extraordinary Shareholders’ Meeting of NLS Pharmaceutics AG, Zurich, Switzerland

 

Dear Shareholder,

 

The board of directors of NLS Pharmaceutics AG (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 of the Company. The shareholders’ meeting will be held as follows:

 

  - Date: October 27, 2022
  - Time: 4 pm (CET)
  - Place: At the premises of Wenger Vieli AG, Metallstrasse 9, 6302 Zug, Switzerland.

 

Due to the current restrictions resulting from the global COVID-19 pandemic, the meeting will be held in accordance with art. 27 para. 1 letter b COVID-19-Ordinance 3, i.e., without physical presence of the shareholders. Shareholders will have the possibility to exercise their shareholder rights only through the independent proxy, KBT Treuhand AG Zürich, Kreuzplatz 5, 8032 Zurich, Switzerland, (represented by Sandro Müller) which was elected as independent proxy at the ordinary shareholders’ meeting held on May 31, 2022, until the next annual ordinary shareholders’ meeting. Although you will not attend the meeting, your vote is important.

 

Please find enclosed to the invitation a template Proxy Card. The agenda items to be voted on and the voting instructions for the proxy are provided below:

 

The agenda items and proposals of the Board of Directors are as follows:

 

1.Increase of authorized share capital

 

According to Swiss law, by amending the articles of association, the general meeting may authorize the Board of Directors to increase the share capital within a period of no more than two years. Such authorized share capital may not exceed one-half of the existing share capital. The Company intends to conduct a capital increase prior to the extraordinary shareholders’ meeting, thus resulting in a new existing share capital of CHF 586’998.86 (“New Share Capital”). The calculation of the authorized share capital of the Company for this invitation is therefore based on the New Share Capital. In case, for whatever reason, the actual share capital of the Company on the date of the extraordinary shareholders’ meeting deviates from the New Share Capital, the Board may proceed with this extraordinary shareholders’ meeting and the agenda items set forth herein based on the actual share capital of the Company.

 

Proposal

 

The Board of Directors proposes that the authorized share capital of the Company shall be renewed until October 27, 2024 and shall equal to the maximum amount of CHF 293’499.42 (article 3a of the articles of association). Therefore, paragraph 1 of article 3a of the articles of association shall be amended as follows:

 

  Art. 3a - Genehmigtes Aktienkapital     Art. 3a - Authorized Share Capital  
       
  Der Verwaltungsrat ist ermächtigt, jederzeit bis zum 27. Oktober 2024 das Aktienkapital im Maximalbetrag von CHF 293’499.42 durch Ausgabe von höchstens 14’674’971 vollständig zu liberierenden Namenaktien mit einem Nennwert von je CHF 0.02 zu erhöhen. Erhöhungen in Teilbeträgen sind gestattet.   The board of directors is authorized at any time until October 27, 2024 to increase the share capital by a maximum aggregate amount of CHF 293’499.42 through the issuance of not more than 14’674’971 registered shares, which shall be fully paid-in, with a nominal value of CHF 0.02 each. Increases in partial amounts are permitted.

 

It being understood that article 3a paragraph 2 and 3 of the articles of association shall remain unchanged.

 

 

 

 

2.Conditional capital increase

 

According to Swiss law, by amending the articles of association, the general meeting may resolve to create conditional capital. The nominal amount by which the share capital may be increased in this conditional manner must not exceed one-half of the existing share capital. The Company intends to conduct a capital increase prior to the extraordinary shareholders’ meeting, thus resulting in a new existing share capital of CHF 586’998.86 (“New Share Capital”). The calculation of the conditional share capital of the Company for this invitation is therefore based on the New Share Capital. In case, for whatever reason, the actual share capital of the Company on the date of the extraordinary shareholders’ meeting deviates from the New Share Capital, the Board may proceed with this extraordinary shareholders’ meeting and the agenda items set forth herein based on the actual share capital of the Company.

 

Proposal

 

The Board of Directors proposes that the conditional share capital for Shareholders’ Options of the Company shall equal to the maximum amount of CHF 251’317.42 (article 3c of the articles of association). Therefore, paragraph 1 of article 3c of the articles of association shall be amended as follows:

 

   Art. 3c - Bedingtes Aktienkapital für Aktionärsoptionen   Art. 3c - Conditional Share Capital for Shareholders' Options
       
  Das Aktienkapital wird im Maximalbetrag von CHF 251’317.42 durch Ausgabe von höchstens 12’565’871 vollständig zu liberierenden Namenaktien mit einem Nennwert von je CHF 0.02 erhöht durch Ausübung von Optionsrechten, welche in Verbindung mit dem öffentlichen Angebot der Gesellschaft und Kotierung der Aktien neuen Aktionäre eingeräumt werden.   The Company's share capital shall be increased by a maximum amount of CHF 251’317.42 through the issuance of not more than 12’565’871 registered shares, with a nominal value of CHF 0.02 each by the exercise of option rights which are granted to new shareholder in connection with the public offer of the Company and the listing of the shares.

 

It being understood that article 3c paragraph 2 of the articles of association shall remain unchanged.

 

Administrative Information

 

Please note the following instructions with respect to the participation in the extraordinary shareholders’ meeting:

 

1.Voting rights

 

Shareholders who are entered in the shareholder register maintained by our transfer Agent VStock Transfer, LLC as of October 24, 2022, 10 pm CET (reporting date) are entitled to exercise their shareholder rights with respect to the extraordinary shareholders’ meeting. During the period from October 24, 2022 until and including October 27, 2022, no entries of shares will be made in the shareholder register.

 

2.No physical attendance

 

In light of the current epidemic situation in Switzerland and the corresponding legal basis, there will be no physical attendance of shareholders at the extraordinary shareholders’ meeting. Based on art. 27 para. 1 letter b COVID-19-Ordinance 3 the shareholders will have the possibility to exercise their shareholders’ rights through the independent proxy only.

 

3.Voting (Instructions to Independent Proxy)

 

Shareholders may only be represented by the independent proxy, KBT Treuhand AG Zürich, Kreuzplatz 5, 8032 Zurich, Switzerland (represented by Sandro Müller). The independent proxy will be physically present at the extraordinary shareholders’ meeting to vote on behalf of the shareholders who issued instructions to him.

 

If the independent proxy cannot be present, the Board of Directors will appoint a new independent proxy. The powers of attorney granted to the independent proxy will also be valid for any new independent proxy appointed by the Board of Directors.

 

In order to authorize the independent proxy, the shareholders may vote by returning the marked, signed and dated Proxy Card by e-mail or mail in line with the instructions given therein, or by voting on the internet (go to http://www.vstocktransfer.com/proxy, click on Proxy Voter Login and log-on using the control number provided in the Proxy Card). Voting instructions must be given no later than October 26, 2022 (received by 11:59 EST).

 

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Yours sincerely,

 

On behalf of the Board of Directors of NLS Pharmaceutics AG

 

Sig. Ronald Hafner, Chairman

 

Enclosures:

 

- Proxy Card

 

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  VOTE ON INTERNET
   
  Go to http://www.vstocktransfer.com/proxy Click on Proxy Voter Login and log-on using the
  below control number. Polls will close at 11:59 pm EST on October 26, 2022.
   
  CONTROL #
* SPECIMEN *  
1 MAIN STREET  
ANYWHERE PA 99999-9999 VOTE BY EMAIL
  Mark, sign and date your proxy card and email it to vote@vstocktransfer.com
   
  VOTE BY MAIL
   
  Mark, sign and date your proxy card and return it in the envelope we have provided.

 

Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope.

ALL VOTES MUST BE RECEIVED BY OCTOBER 26, 2022.

 

Extraordinary Meeting Proxy Card - NLS Pharmaceutics Ltd.

 

The Board of Directors recommends a vote of "FOR" for Proposals 1 and 2.

 

            DETACH PROXY CARD HERE TO VOTE BY MAIL             

 

 

1.The Board of Directors proposes that the authorized share capital of the Company shall be renewed until October 27, 2024 and shall equal to the maximum amount of CHF 293’499.42.

 

  ☐ FOR ☐ AGAINST ☐ ABSTAIN  

 

2.The Board of Directors proposes that the conditional share capital for Shareholders' Options of the Company shall equal to the maximum amount of CHF 251’317.42.

 

  ☐ FOR ☐ AGAINST ☐ ABSTAIN  

 

Date   Signature   Signature, if held jointly
         

 

To change the address on your account, please check the box at right and indicate your new address.

 

* SPECIMEN *       AC:ACCT9999 90.00

 

 

 

 

NLS PHARMACEUTICS LTD.

Extraordinary Meeting of Shareholders October 27, 2022

 

For all disputes arising out of or in connection with this Proxy, the ordinary courts at the registered domicile of the Company are exclusively competent. All obligations and rights arising out of or in connection with this proxy are governed by Swiss Law. The undersigned herewith expressively declares to indemnify the proxy or the substitutes for any direct or indirect damages arising out of or in connection with the actions referred to in this proxy card.

 

This proxy also delegates, to the extent permitted by applicable law, discretionary authority to vote with respect to all other business and legal acts which the undersigned could carry out in the event of his/her/its personal presence at the extraordinary meeting of shareholders as well as to make any changes required due to objections by the commercial register and to any adjournment(s) or postponement(s) thereof.

 

PLEASE COMPLETE, DATE AND SIGN THIS FORM OF PROXY AND E-MAIL OR MAIL THE ENTIRE PROXY PROMPTLY, IN ACCORDANCE WITH THE INFORMATION PROVIDED ON THE FRONT PAGE, IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. IF THE FORM OF PROXY IS MAILED IN THE UNITED STATES IN THE ENCLOSED ENVELOPE, NO POSTAGE NEED BE AFFIXED.

 

NLS PHARMACEUTICS LTD.

 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 

The undersigned, a shareholder of NLS Pharmaceutics Ltd., (the “Company”), hereby appoints KBT Treuhand AG Zurich represented by Sandro Mueller and proxy of the undersigned, with full power of substitution, for and in the name of the undersigned, to vote and otherwise act on behalf of the undersigned at the extraordinary meeting of shareholders of the Company to be held on Thursday, October 27, 2022, at the premises of Wenger Vieli AG, Metallstrasse 9, 6302 Zug, Switzerland , at 4:00 p.m. CET (9:00 a.m. EST), or at any adjournment(s) or postponement(s) thereof, with respect to all of the ordinary shares, of the Company (the “Shares”) which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, provided said proxies are authorized and directed to vote as indicated with respect to the matter set forth below this Proxy. The undersigned herewith acknowledges all actions and declarations of his/her/its proxy or the substitutes as legally binding for him/her/it. All shares represented by properly executed proxies received prior to or at the Meeting and not revoked prior to, or at, the Meeting in accordance with the procedures described in the proxy statement, will be voted as specified in the instructions indicated in such proxies. Subject to applicable law, in the absence of instructions, the shares represented by properly executed and received proxies will be voted “FOR” all of the proposed resolutions to be presented at the Meeting for which the Board recommends a vote “FOR” Proposals 1 and 2.

 

PLEASE INDICATE YOUR VOTE ON THE REVERSE SIDE

 

(Continued and to be signed on Reverse Side)

 

 

 

 

Exhibit 99.2

 

 

NLS Pharmaceutics Announces Receipt of Staff Delisting Determination from
Nasdaq; Intends to Request Hearing

 

Switzerland/Zurich, October 5, 2022 - NLS Pharmaceutics Ltd. (Nasdaq: 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, announces that on September 29, 2022, it received a determination letter (the “Letter”) from the staff (the “Staff”) of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company of the Staff’s determination that, unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the “Panel”), the Company’s securities would be subject to delisting from The Nasdaq Capital Market due to the Company’s failure to regain compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b)(1). Accordingly, the Company intends to timely request a hearing before the Panel. The hearing request will stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing. In that regard, pursuant to the Nasdaq Listing Rules, the Panel has the discretion to grant the Company an extension through March 28, 2023.

 

At the hearing, the Company intends to present a plan to achieve compliance with all applicable Nasdaq listing requirements and to request that the Panel allow the Company additional time to regain such compliance. However, there can be no assurance that the Panel will grant the Company’s request for an extension or that the Company will ultimately regain compliance with all applicable requirements for continued listing.

 

About NLS Pharmaceutics Ltd.

 

NLS Pharmaceutics Ltd. is a Swiss clinical-stage biopharmaceutical company led by an experienced management team with a track record of developing and repurposing 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-wake disorders such as idiopathic hypersomnia (IH), for which NLS recently obtained Orphan Disease Designation (ODD) from the European Medicines Agency (EMA). Mazindol is a triple monoamine reuptake inhibitor and partial Orexin-2 Receptor agonist, which was used for many years to treat patients diagnosed with narcolepsy in compassionate use programs. A Phase 2a multi-center U.S. clinical trial evaluating QuilienceÒ in adult subjects suffering from narcolepsy met its primary endpoint with high statistical significance and demonstrated a favorable safety and tolerability profile. NLS also successfully completed a Phase 2 study in the U.S. evaluating NolazolÒ (Mazindol Controlled-Release) in adult subjects suffering from ADHD. The study met all primary and secondary endpoints and NolazolÒ was well-tolerated. QuilienceÒ has received Orphan Drug Designations both in the U.S. and in Europe for the treatment of narcolepsy. Up to 1/3 of narcoleptic patients are also diagnosed with ADHD.

 

 

 

 

Safe Harbor Statement

 

This press release contains expressed or implied forward-looking statements pursuant to U.S. Federal securities laws. For example, NLS is using forward-looking statements when it discusses its intention to appeal the delisting determination. These forward-looking statements and their implications are based on the current expectations of the management of NLS 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 launching and/or successfully completing its clinical trials; NLS’ products may not be approved by regulatory agencies, NLS’ technology may not be validated as it progresses further and its methods may not be accepted by the scientific community; NLS may be unable to retain or attract key employees whose knowledge is essential to the development of its products; unforeseen scientific difficulties may develop with NLS’ process; NLS’ products may wind up being more expensive than it anticipates; 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; NLS’ patents may not be sufficient; NLS’ products may harm recipients; changes in legislation may adversely impact NLS; inability to timely develop and introduce new technologies, products and applications; loss of market share and pressure on pricing resulting from competition, which could cause the actual results or performance of NLS to differ materially from those contemplated in such forward-looking statements. Except as otherwise required by law, NLS undertakes no 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’ annual report on Form 20-F for the year ended December 31, 2021 filed with the SEC, which is available on the SEC’s website, www.sec.gov, and in subsequent filings made by NLS with the SEC.

 

Corporate Contact

Alex Zwyer, CEO: +41 44 512 21 50

 

Investor Relations Contact

Cindy Rizzo: +1 908-229-7050

 

www.nlspharmaceutics.com