NCEL · NewcelX Ltd.

NewcelX Ltd. has secured a committed equity financing through a private placement, raising a gross amount of approximately $1.35 million. The financing structure involves the issuance of common shares at $2.75 per share, alongside warrants with an exercise price of $3.025. A notable feature of this transaction is the pricing of the common shares at a 30% premium to the previous day's closing price, suggesting strong conviction from participating existing investors despite a challenging biotech financing environment. The inclusion of warrants covering a larger number of shares (687,270) compared to the common shares (490,907) provides additional potential capital if exercised. Proceeds are designated for the advancement of the company's lead clinical program, NCEL-101, which targets Type 1 Diabetes, as well as for general working capital needs. The transaction is structured under Section 4(a)(2) of the Securities Act and Regulation D, restricting the securities' resale without registration or an applicable exemption.