Business Context and Reporting Period
This Form 6-K filing by Newcelx Ltd. (formerly NLS Pharmaceutics Ltd.) is dated November 20, 2025. The report addresses post-merger integration activities following the merger with Kadimastem Ltd. and details the appointment of a new independent registered public accounting firm.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and auditor changes rather than financial performance data.
Material Changes
- Auditor Appointment: Kost Forrer Gabbay & Kasierer, a member of Ernst & Young (EY), was appointed as the Company's independent registered public accounting firm effective November 20, 2025, following Audit Committee approval.
- Auditor Dismissal: CBIZ CPAs, P.C. was dismissed as the independent registered public accounting firm on November 17, 2025.
- Historical Context: Marcum LLP served as the auditor for the fiscal year ended December 31, 2024. CBIZ CPAs replaced Marcum on September 17, 2025, following an acquisition of Marcum's attestation business, but did not issue an audit report.
Guidance, Risks, and Contingencies
Disagreements and Reportable Events: Between September 17, 2025, and November 17, 2025, there were no disagreements with CBIZ CPAs regarding accounting principles, financial statement disclosure, or auditing scope. There were no reportable events other than previously disclosed material weaknesses.
Material Weaknesses: The filing reiterates material weaknesses disclosed in the 2024 Form 20-F, specifically relating to a lack of sufficient trained professionals to maintain financial statement controls and a lack of appropriate segregation of duties.
Consultations: No consultations were held with EY regarding accounting principles or audit opinions during the two most recent fiscal years and the interim period through November 20, 2025.
Investor Verification Checklist
- Verify the status of the material weaknesses regarding segregation of duties and staffing levels disclosed in the 2024 Form 20-F.
- Confirm the transition timeline and scope of work for the new auditor, EY, for the fiscal year ending December 31, 2025.
- Review the letter from the former auditor (CBIZ CPAs) filed as Exhibit 16.1 to ensure no undisclosed disagreements exist.
- Monitor future filings for the first financial statements audited by EY post-merger.