NewcelX signs binding term sheet to divest legacy Mazindol CVR assets to REA Holdings

NewcelX Ltd. (Nasdaq: NCEL) announced on November 4, 2026 that it had entered into a binding term sheet to divest its worldwide Mazindol asset portfolio, tied to contingent value rights (CVR), to REA Holdings Inc. The transaction is structured for upfront cash, equity and up to $55 million in potential milestone payments.¹

Under the terms, NewcelX would receive $500,000 in attributed upfront consideration, made up of $30,000 in cash with the balance paid in shares equal to a 9.4% stake in REA's fully diluted equity once the deal closes.¹ Beyond that upfront payment, NewcelX could collect as much as $55 million tied to development, regulatory and commercial milestones, along with royalties on worldwide Mazindol sales that scale from 2% to 8% annually.¹

Payments owed to CVR holders will be set according to the CVR agreement and applicable law, after deduction of costs NewcelX is permitted to subtract.¹ The deal still needs definitive documentation and is subject to standard closing conditions as well as corporate and CVR-related requirements.¹

REA Holdings is being formed by a group of biotech executives led by Ronald Hafner, who bring CNS sector experience, with the goal of advancing the Mazindol portfolio and pursuing partnership deals.¹ NewcelX CEO Ronen Twito noted that REA's team, to be led by Ronald Hafner, former Chairman of NewcelX's predecessor NLS Pharmaceutics, would be positioned to pursue Mazindol while NewcelX concentrates on its cell-therapy pipeline, led by NCEL-101 for Type 1 diabetes.¹

Once the transaction closes, REA would take on future costs related to patent upkeep, development, regulatory work, financing and commercialization tied to the asset, pending final contract terms.¹ The companies plan to move forward with drafting and negotiating the definitive agreement.¹