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 May 2024
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 ☐
CONTENTS
Addendum to Short
Term Loan Agreement
On
September 28, 2023 and November 15, 2023, NLS Pharmaceutics Ltd., or the Company, entered into short term loan agreements, or the Short
Term Loan Agreements, with Ronald Hafner, the Company’s Chairman of the Board of Directors, or the Short Term Lender, providing
for unsecured loans to the Company in the aggregate amount of CHF 500,000 and CHF 250,000, respectively, or the Short Term Loans. Pursuant
to the Short Term Loan Agreements, the Short Term Loans bear interest at a rate of 10% per annum and matures on November 30, 2023.
As
previously reported, on March 18, 2024, the Company entered into an addendum with the Short Term Lender providing for an extension of
the maturity date under the Short Term Loan Agreement dated September 28, 2023 to December 31, 2024.
On
May 13, 2024, the Company entered into the second short term addendum, or the Second Short Term Addendum, to the Short Term Loan Agreement
dated September 28, 2023, and a short term addendum, or the Short Term Addendum, to the Short Term Loan Agreement dated November 15, 2023,
with the Short Term Lender providing for an extension of the maturity date under the Loan Agreements to June 30, 2025.
The
foregoing summary of the Second Short Term Addendum and the Short Term Addendum do not purport to be complete and are qualified in their
entirety by reference to the Second Short Term Loan Addendum and the Short Term Addendum forms of which are attached as Exhibit 99.1 and
99.2, respectively, to this report, and are incorporated herein by reference.
This
report is incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File No. 333-262489,
and 333-268690 and 333-269220),
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not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
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.
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NLS Pharmaceutics Ltd. |
| |
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| Date: May 14, 2024 |
By: |
/s/ Alexander Zwyer |
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Name: |
Alexander Zwyer |
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Title: |
Chief Executive Officer |
3
Exhibit 99.1
SECOND ADDENDUM TO THE
Loan Agreement
“Agreement”
of
September 28, 2023
between
NLS Pharmaceutics AG
The Circle 6
8058 Zürich
and
Ronald Hafner
Weinbergstrasse 72
8703 Erlenbach ZH
(Borrower and Lender each a ʺPartyʺ
collectively the ʺPartiesʺ)
Whereas:
| A. | The Parties entered into a loan agreement with the loan amount
of CHF 500,000.00 and accrued interest thereon (if any) (“Loan Amount”) dated September 28, 2023 as provided in Annex
A and as amended effective as of November 15, 2023 pursuant to Annex B (“Loan Agreement”). |
| B. | The Parties intend to amend the Loan Agreement based on the
terms and conditions of this Agreement. If not provided herein otherwise, the Loan Agreement shall remain unchanged. |
| C. | The amendments provided in this Agreement shall become effective
on May 13, 2024 (“Effective Date”). |
| D. | Defined terms used herein and not defined otherwise shall
have the same meaning ascribed to such terms in the Loan Agreement. |
NOW, THEREFORE,
the Parties agree as follows:
| 1. | Maturity Date Extension |
The Maturity Date of the Loan Agreement
shall be extended until June 30, 2025. For the avoidance of doubt, the Maturity Date provided in section 1 (ii) in the amended Loan Agreement
pursuant to Annex B shall remain unchanged.
This Agreement shall enter into force
on the Effective Date.
The other terms of the Loan Agreement
shall remain unchanged.
This Agreement shall in all respects
be governed by and construed in accordance with the substantive laws of Switzerland.
All disputes arising out of or in
connection with this Agreement, including disputes regarding its conclusion, validity, binding effect, amendment, breach, termination
or rescission shall be subject to the exclusive jurisdiction of the ordinary courts of Zurich, canton of Zurich, Switzerland, venue being
Zurich 1.
[signature page and annex follows]
IN WITNESS WHEREOF, the Parties have signed
this Agreement on the date first written above:
| Borrower: NLS Pharmaceutics AG |
|
|
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|
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| /s/ Alexander Zwyer |
|
/s/ Elena Thyen |
| Name: Alexander Zwyer |
|
Name: Elena Thyen |
| Function: CEO |
|
Function: CFO |
| |
|
|
| Lender: |
|
|
| |
|
|
| /s/ Ronald Hafner |
|
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| Ronald Hafner |
|
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Annex A: Loan Agreement.
Annex B: First Addendum.
Page 3 of 3
Exhibit 99.2
ADDENDUM TO THE
Loan Agreement
“Agreement”
of
November 15, 2023
between
NLS Pharmaceutics AG
The Circle 6
8058 Zürich
and
Ronald Hafner
Weinbergstrasse 72
8703 Erlenbach ZH
(Borrower and Lender each a ʺPartyʺ
collectively the ʺPartiesʺ)
Whereas:
| A. | The Parties entered into a loan agreement with the loan amount
of CHF 250,000.00 and accrued interest thereon (if any) (“Loan Amount”) dated November 15, 2023 as provided in Annex
A (“Loan Agreement”). |
| B. | The Parties intend to amend the Loan Agreement based on the
terms and conditions of this Agreement. If not provided herein otherwise, the Loan Agreement shall remain unchanged. |
| C. | The amendments provided in this Agreement shall become effective
on May 13, 2024 (“Effective Date”). |
| D. | Defined terms used herein and not defined otherwise shall
have the same meaning ascribed to such terms in the Loan Agreement. |
NOW, THEREFORE,
the Parties agree as follows:
| 1. | Maturity Date Extension |
The Maturity Date of the Loan Agreement
shall be extended until June 30, 2025. For the avoidance of doubt, the Maturity Date provided in section 4 (ii) in the Loan Agreement
shall remain unchanged.
This Agreement shall enter into force
on the Effective Date.
The other terms of the Loan Agreement
shall remain unchanged.
This Agreement shall in all respects
be governed by and construed in accordance with the substantive laws of Switzerland.
All disputes arising out of or in
connection with this Agreement, including disputes regarding its conclusion, validity, binding effect, amendment, breach, termination
or rescission shall be subject to the exclusive jurisdiction of the ordinary courts of Zurich, canton of Zurich, Switzerland, venue being
Zurich 1.
[signature page and annex follows]
IN WITNESS WHEREOF, the Parties have signed
this Agreement on the date first written above:
| Borrower: NLS Pharmaceutics AG |
|
|
| |
|
|
| /s/ Alexander Zwyer |
|
/s/ Elena Thyen |
| Name: Alexander Zwyer |
|
Name: Elena Thyen |
| Function: CEO |
|
Function: CFO |
| |
|
|
| Lender: |
|
|
| |
|
|
| /s/ Ronald Hafner |
|
|
| Ronald Hafner |
|
|
Annex A: Loan Agreement.
NLS Pharmaceutics (NASDAQ:NLSPW)
過去 株価チャート
から 4 2024 まで 5 2024
NLS Pharmaceutics (NASDAQ:NLSPW)
過去 株価チャート
から 5 2023 まで 5 2024
