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                                                            November 1, 2024

Alexander Zwyer
Chief Executive Officer
NLS Pharmaceutics Ltd.
The Circle 6
8058 Zurich, Switzerland

       Re: NLS Pharmaceutics Ltd.
           Registration Statement on Form F-3
           Filed October 23, 2024
           File No. 333-282788
Dear Alexander Zwyer:

       We have conducted a limited review of your registration statement and
have the
following comment.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-3 filed October 23, 2024
General

1.     We note that on July 29, 2024 you entered into a binding term sheet with
respect to a
       merger with Kadimastem Ltd (the "Transaction"), subject to, among other
things,
       entry into a definitive agreement and approval by NLS and Kadimastem
       stockholders. We also note that your Report on Form 6-K filed on July
30, 2024
       indicates that a definitive agreement was expected to be executed in
September 2024
       with an expected Transaction closing before December 31, 2024. Please
tell us, and
       revise the registration statement to disclose, the current status of the
Transaction.
       Also, please provide us an analysis of whether pro forma financial
statements and
       financial statements of Kadimastem are required. Refer to Rule 11-01 and
Rule 3-05
       of Regulation S-X.
 November 1, 2024
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Lauren Hamill at 303-844-1008 or Joe McCann at
202-551-6262 with
any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Life
Sciences
cc:   Ron Ben-Bassat
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