NewcelX Ltd. filed a Form 6-K on November 9, 2026, disclosing the execution of definitive securities purchase agreements for a private placement offering expected to generate approximately $1.55 million in gross proceeds.

Key Highlights

  • Share offering: 471,125 common shares priced at $3.29 per share, par value CHF 0.05 per share, sold to accredited investors.
  • Common warrants: Warrants to purchase up to 353,344 common shares at an exercise price of $3.75 per share, with a five-year term.
  • Gross proceeds: The offering is expected to result in gross proceeds of $1.55 million; full cash exercise of the warrants would add approximately $1.325 million.
  • Intended use of proceeds: Funds are intended primarily to advance NCEL-101, the company's lead program for type 1 diabetes, in collaboration with Eledon Pharmaceuticals, including initiating an FDA-required IND-enabling toxicology study.
  • Expected closing: The offering is expected to close on or about November 23, 2026, subject to customary closing conditions.
  • Registration commitment: The company agreed to file a registration statement for resale of the shares within 45 calendar days of the date of the Purchase Agreement.

NewcelX Private Placement Details and Planned Use of Proceeds

According to the filing, NewcelX Ltd. (NASDAQ:NCEL) entered into definitive securities purchase agreements on November 9, 2026, with certain accredited investors for a private placement. Under the terms of the Purchase Agreement, investors agreed to purchase 471,125 common shares at $3.29 per share and received common warrants to purchase up to 353,344 additional common shares at $3.75 per share. The warrants carry a five-year term, the filing stated.

The company disclosed that the offering is expected to generate gross proceeds of approximately $1.55 million, with the potential for an additional approximately $1.325 million if the warrants are exercised in full for cash. The filing noted that the company intends to use the net proceeds, together with its existing cash position and a previously announced $25 million equity line, primarily to advance NCEL-101 in collaboration with Eledon Pharmaceuticals. Specific planned uses include initiating the FDA-required IND-enabling toxicology study, advancing cell manufacturing capabilities, and supporting preparations for a planned Phase 1/2a clinical trial in 2027, as well as working capital and general corporate purposes.

The offering is being conducted pursuant to an exemption from registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D, the filing disclosed. The securities have not been registered under the Securities Act or applicable state securities laws. The company committed to filing a registration statement for resale within 45 calendar days of the Purchase Agreement date. The filing was signed by Ronen Twito, Chief Executive Officer. The filing also noted that forward-looking statements, including those regarding timing, closing, and use of proceeds, are the company's own and subject to its cautionary language.

What Was Disclosed

NewcelX Ltd. disclosed a private placement of 471,125 common shares at $3.29 per share and warrants for up to 353,344 shares at $3.75, targeting $1.55 million in gross proceeds, with funds directed primarily toward advancing its type 1 diabetes program, NCEL-101.