Exhibit 99.1

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 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.

Proposal: The Board 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.

Proposal: The Board 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.

Proposal: The Board 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).

Proposal: The Board 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 follows:

“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”).

Proposal: The Board 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 terms:

Proposal: The Board of Directors proposes, based on an advisory vote, the approval of the binding term sheet dated 28 July 2024, as attached hereto in Appendix 1.

Proposal: The Board 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.

Proposal: The Board of Directors proposes that (i) the upper limit of the capital band in article 3a paragraph 1 of the Articles shall be equal to the maximum amount permitted by law (i.e. in the amount of one-half of the New Share Capital to be calculated on the day of the EGM) and that (ii) the capital band shall remain in force for a duration of five years as of today’s EGM. Therefore, article 3a of paragraph 1 of the Articles shall be amended substantially as follows:

Art. 3a - Capital Band

The Company has a capital band with an upper limit of CHF […]. The board of directors is authorized at any time until October 3, 2029, to increase the share capital by a maximum of CHF […] once or several times and in any amount. The capital increase may be effected by issuing up to […] fully paid registered shares with a par value of CHF 0.80 each up to the upper limit of the capital band.

[…].

Apart from this, article 3a of the Articles shall remain unchanged.

Explanation: According to Swiss corporate law, by amending the articles of association, the shareholders’ meeting may resolve to increase the existing 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. As mentioned under agenda item 8 above, 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 the New Share Capital. It being understood that the calculation of the conditional share capital of the Company 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.

Proposal: The Board of Directors proposes that the conditional share capital for Shareholders’ Options of the Company (article 3c paragraph 1 of the Articles) shall be equal to the maximum amount permitted by law (i.e. in the amount of one-half of the New Share Capital to be calculated on the day of the EGM less the amount of the conditional share capital for Employee and Advisory Options in accordance with article 3b paragraph 1 of the Articles). Therefore, article 3c paragraph 1 of the Articles shall be amended substantially as follows:

Art. 3c - Conditional Share Capital for Shareholders’ Options

The Company’s share capital shall be increased by a maximum amount of CHF […] through the issuance of not more than […] registered shares, with a nominal value of CHF 0.80 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.

[…].

Apart from this, article 3c of the Articles shall remain unchanged.

*******

[voting instructions and appendices follow]

Voting Instructions:

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

Shareholders who are entered in the shareholder register maintained by our transfer Agent, VStock Transfer, LLC as of 10 September 2024, 11:59 pm CET (recording date), are entitled to participate personally or be represented as provided for herein in order to exercise their shareholder rights with respect to this extraordinary shareholders’ meeting.

During the period from 11 September 2024 until and including 3 October 2024, no entries of shares will be made in the shareholder register. Shareholders who sell part or all of their shares before this extraordinary shareholders’ meeting are no longer entitled to vote to that extent. They are asked to return or to exchange their voting material.

Shareholders are kindly requested to return to NLS Pharmaceutics Ltd., Elena Thyen (CFO) per postal mail (The Circle 6, 8058 Zurich, Switzerland) or e-mail (etp@nls-pharma.com) the attached registration form (Appendix 3) duly completed and signed latest until 30 September 2024 (received by 11:59pm CET).

In the event that you do not intend to participate personally in this extraordinary shareholders’ meeting, you may be represented by the independent proxy, KBT Treuhand AG Zürich, Kreuzplatz 5, 8032 Zurich, Switzerland (represented by David Maillard) or a third party (who need not to be a shareholder). The respective power of attorney (proxy card) (“Proxy Card”) is attached as Appendix 4.

The independent proxy will be physically present at this 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 2 October 2024 (received by 11:59pm EST).

If you opt to be represented by a third party (who need not be a shareholder), the completed and wet ink signed Proxy Card should be sent directly to the address of your designated representative. Such designated representative may only cast your vote by providing the original wet ink signed Proxy Card at the extraordinary shareholders’ meeting which explicitly names the third party as your designated representative.

With the representation by the independent proxy or a third party, a shareholder has no additional right of physical attendance at the extraordinary shareholders’ meeting.

Yours sincerely,

On behalf of the Board of Directors of NLS Pharmaceutics Ltd.

Ronald Hafner

Chairman of the Board

Appendices:

Appendix 1: Binding Term Sheet;

Appendix 2: Biography of Olivier Samuel;

Appendix 3: Registration Form; and

Appendix 4: Proxy Card.

Appendix 1

Binding Term Sheet

[separate document]

NLS Pharmaceutics Ltd - Kadimastem Ltd

BINDING TERM SHEET

This binding term sheet (this “Term Sheet”) is entered into by and between NLS Pharmaceutics Ltd (the “Company” or “NLSP”) and Kadimastem Ltd (“Kadimastem”). Subject to the limitations set forth below, the parties hereto, intending to be legally bound hereby as provided herein, and each having received good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this term sheet is executed as of July 28, 2024.

Appendix 2

Biography of Olivier Samuel

[separate document]

ADMINISTRATREUR INDÉPENDANT engagé, assertif SANTE – MEDICO SOCIAL – BIOTECH – PHILANTROPIE PME - ETI Innovante, familiale , en phase de croissance internationale France, Luxembourg , Israël

Appendix 3

Registration Form

[separate document]

REGISTRATION FORM

EXTRAORDINARY SHAREHOLDERS’ MEETING

NLS PHARMACEUTICS LTD. (CHE-447.067.367)

TO BE RETURNED TO NLS PHARMACEUTICS LTD., DULY COMPLETED AND SIGNED AS PROVIDED IN THE INVITATION DATED 10 SEPTEMBER 2024, LATEST BY 30 SEPTEMBER 2024 (RECEIVED BY 11:59PM CET).

The extraordinary shareholders’ meeting of NLS Pharmaceutics Ltd. will be held as follows:

Select one of the two options:

*****

Appendix 4

Proxy Card

[separate document]

Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope. ALL VOTES MUST BE RECEIVED BY October 2, 2024.

Extraordinary Meeting Proxy Card - NLS Pharmaceutics Ltd.

The Board of Directors recommends a vote of “FOR” for all listed Proposals.

DETACH PROXY CARD HERE TO VOTE BY MAIL

NLS PHARMACEUTICS LTD.

Extraordinary Meeting of Shareholders October 3, 2024

The undersigned, a shareholder of NLS Pharmaceutics Ltd., (the “Company”), hereby appoints

as 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 annual general meeting of shareholders of the Company to be held on Thursday, October 3, 2024, at the premises of Wenger Vieli AG, Metallstrasse 9, 6302 Zug, Switzerland, at 4 p.m. CET (10 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 through 9.

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 annual 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.

DETACH PROXY CARD HERE TO VOTE BY MAIL