Nasus Pharma Announces Closing of $15.0 Million Private Placement

Rhea-AI Summary

Nasus Pharma (NYSE: NSRX) closed a private placement raising approximately $15.0 million gross on Feb 13, 2026. The company sold 2,695,425 ordinary shares and warrants at a combined price of $5.565 per share and warrant.

Warrants are immediately exercisable at $6.53, expire in two years or 30 trading days after top-line pivotal NS002 results. Proceeds will fund the NS002 pivotal program, other first-in-human studies, and working capital. A registration rights agreement requires resale registration with the SEC.

Positive

• Raised approximately $15.0 million gross proceeds
• Sold 2,695,425 ordinary shares with accompanying warrants
• Warrants exercise price set at $6.53, providing potential additional capital
• Company agreed to file SEC registration for resale of issued securities

Negative

• Issuance of 2,695,425 shares and warrants creates immediate dilution risk
• Warrants are immediately exercisable, enabling potential near-term dilution
• Gross proceeds subject to deduction for placement agent fees and offering expenses

News Market Reaction

+5.36%

1 alert

+5.36% News Effect

On the day this news was published, NSRX gained 5.36%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Gross proceeds: $15.0 million Ordinary shares sold: 2,695,425 shares Warrants issued: 2,695,425 warrants +5 more

8 metrics

Gross proceeds $15.0 million Aggregate gross proceeds from the private placement

Ordinary shares sold 2,695,425 shares Ordinary shares issued in the private placement

Warrants issued 2,695,425 warrants Ordinary share purchase warrants issued with the placement

Purchase price $5.565 Combined price per share and accompanying warrant

Warrant exercise price $6.53 Exercise price per share for the warrants

Warrant term 2 years Expires 2 years from issuance if no earlier trigger

Top-line trigger window 30 trading days Alternate warrant expiry after NS002 pivotal top-line results

NS002 stage Pivotal study planned Financing intended to advance NS002 toward pivotal study and NDA

Market Reality Check

Price: $5.90 Vol: Volume 1,850 vs 20-day av...

low vol

$5.90 Last Close

Volume Volume 1,850 vs 20-day average 5,187 (relative volume 0.36x) suggests limited trading interest ahead of this financing update. low

Technical Price $5.60 is trading below the 200-day MA $7.33, and about 43.94% under the 52-week high.

Peers on Argus

NSRX gained 2.94% while peers showed mixed moves: MDCX +4.91%, ASRT +1.58%, but ...

NSRX gained 2.94% while peers showed mixed moves: MDCX +4.91%, ASRT +1.58%, but SCLX -4.07%, INCR -3.21%, MIRA -0.84%, indicating a stock-specific reaction rather than a coordinated sector move.

Previous Private placement Reports

1 past event · Latest: Feb 10 (Neutral)

Same Type Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Feb 10	Private placement pricing	Neutral	+0.7%	Announced $15M private placement terms for NS002 and pipeline funding.

Pattern Detected

The prior private placement pricing announcement saw a modestly positive +0.74% move, suggesting financing news has not historically triggered sharp dislocations.

Recent Company History

This announcement closes the previously priced $15.0M private placement supporting NS002. Earlier, the February 10 pricing release for the same deal coincided with a modest +0.74% move. Recent history highlights NS002’s progression: positive Phase 2 interim data in January 2026 was followed by financing and regulatory steps, all aimed at advancing pivotal development and broader intranasal programs.

Historical Comparison

+0.7% avg move · In the past 6 months, NSRX had 1 prior private placement headline with an average move of +0.74%. To...

private placement

+0.7%

Average Historical Move private placement

In the past 6 months, NSRX had 1 prior private placement headline with an average move of +0.74%. Today’s +2.94% gain is stronger but directionally consistent with that reaction.

Financing events show a progression from announcing terms on Feb 10, 2026 to closing the $15.0M private placement, supporting NS002’s pivotal development and broader pipeline work.

Market Pulse Summary

The stock moved +5.4% in the session following this news. A strong positive reaction aligns with the...

Analysis

The stock moved +5.4% in the session following this news. A strong positive reaction aligns with the pattern seen around prior financing news, where the earlier private placement pricing produced a modest +0.74% move. This closing announcement confirms funding of $15.0M earmarked for NS002 and pipeline work. Investors would monitor how quickly proceeds translate into pivotal trial milestones, while remaining mindful that warrant overhang and future capital needs can influence longer-term trading behavior.

Key Terms

private placement, warrants, exercise price, new drug application, +4 more

8 terms

private placement financial

"announced the closing of its previously announced private placement of ordinary shares"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

warrants financial

"ordinary shares and warrants to purchase ordinary shares for aggregate gross proceeds"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"The Warrants have an exercise price of $6.53 per share, are immediately exercisable"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

new drug application regulatory

"towards a pivotal study and New Drug Application (“NDA”) submission while continuing"

A new drug application is a formal request submitted to government regulators seeking approval to market a new medicine. It is like a detailed proposal that shows the drug has been tested for safety and effectiveness. For investors, receiving approval signals that the drug may soon become available for sale, potentially leading to revenue growth and impacting the company's value.

nda regulatory

"towards a pivotal study and New Drug Application (“NDA”) submission while continuing"

An NDA, or nondisclosure agreement, is a legal contract that keeps certain information private between parties. It’s like a promise not to share sensitive details, helping protect business ideas, strategies, or data from being leaked or used without permission. For investors, NDAs help ensure that confidential information remains secure, enabling trust and open communication during business discussions.

anaphylaxis medical

"development of NS002 for anaphylaxis treatment, initiate first-in-human studies"

Anaphylaxis is a sudden, severe allergic reaction in which the body's defense system overreacts to a trigger (like a drug, food, or insect sting), causing widespread symptoms such as difficulty breathing, low blood pressure, and shock; it can be life‑threatening without prompt treatment. Investors care because anaphylaxis risks can affect a drug or product's safety profile, regulatory approval, liability exposure and market acceptance—similar to a sprinkler system going off and damaging the whole house rather than just one room.

registration statement regulatory

"agreed to file a registration statement with the U.S. Securities and Exchange"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus regulatory

"Any offering of the securities under the resale registration statement will only be made by means of a prospectus."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

TEL AVIV, Feb. 13, 2026 (GLOBE NEWSWIRE) -- Nasus Pharma Ltd. (NYSE: NSRX) ("Nasus Pharma" or the "Company"), a clinical-stage pharmaceutical company focused on the development of innovative intranasal products, today announced the closing of its previously announced private placement of ordinary shares and warrants to purchase ordinary shares for aggregate gross proceeds of approximately $15.0 million, before deducting placement agent fees and other offering expenses.

Citizens Capital Markets acted as lead placement agent, and Laidlaw & Company (UK) Ltd. acted as co-placement agent, in connection with the private placement.

“We believe this financing strengthens our balance sheet as we advance NS002, our powder-based intranasal epinephrine product candidate, towards a pivotal study and New Drug Application (“NDA”) submission while continuing to expand our pipeline of innovative, intranasal, powder-based programs,” said Dan Teleman, Chief Executive Officer of Nasus Pharma. “NS002 is an important step in demonstrating the potential of our platform, and beyond this program we are focused on applying our proprietary intranasal technology across additional therapeutic areas. Our objective is to develop products where intranasal administration could add clinically meaningful value.”

Eyal Rubin, Chief Financial Officer of Nasus Pharma, added: “We are grateful for the strong participation from both new and existing investors including leading institutional investors, in this financing. The proceeds from this private placement are expected to significantly strengthen our balance sheet and provide funding visibility across our planned operations and development activities.”

Pursuant to the securities purchase agreement entered into in connection with the private placement (the “Agreement”), the Company sold an aggregate of (i) 2,695,425 ordinary shares, no par value per share (the “Ordinary Shares”), and (ii) accompanying ordinary warrants to purchase up to 2,695,425 Ordinary Shares (the “Warrants”) for a combined purchase price of $5.565 per share and accompanying Warrant. The per share and accompanying Warrant price of the securities sold in the private placement was priced at a premium to the last closing price of Nasus Pharma’s Ordinary Shares on the NYSE American prior to signing the Agreement.

The Warrants have an exercise price of $6.53 per share, are immediately exercisable, and will expire upon the earlier of two years from the date of issuance and 30 trading days following the Company’s announcement of the top-line results of the Company’s NS002 pivotal study.

The Company intends to use the net proceeds from the private placement, together with its existing cash, cash equivalents, and short-term investments, to advance the pivotal clinical development of NS002 for anaphylaxis treatment, initiate first-in-human studies for other products in its pipeline, and for working capital and other general corporate purposes.

The securities issued and sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. Pursuant to a Registration Rights Agreement, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) registering the resale of the Ordinary Shares and the Ordinary Shares issuable upon exercise of the Warrants issued in the private placement.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

About Nasus Pharma
Nasus Pharma is a clinical-stage pharmaceutical company developing a number of intranasal powder products addressing acute medical conditions in the community. NS002, Nasus Pharma’s intranasal powder Epinephrine product candidate is being developed as a needle-free alternative to Epinephrine autoinjectors for patients with anaphylaxis. Intranasal administration is most suitable for those situations in which rapid drug delivery is required and offers needle-free, easy-to-use alternatives. Nasus Pharma’s proprietary powder-based intranasal (“PBI”) technology is designed for rapid and reliable drug delivery, leveraging the nasal cavity’s rich vascular network for quick absorption. The PBI formulation uses uniform spherical powder particles for broad dispersion and potentially faster, higher absorption compared to liquid-based nasal products. For further information about the Company, please visit www.nasuspharma.com or follow on Twitter (X) or LinkedIn.

Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other U.S. federal securities laws. Words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will”, “would,” or the negative of these words, similar expressions or variations of such words are intended to identify forward-looking statements.  For example, Nasus Pharma is using forward-looking statements in this press release when it discusses: the intended use of proceeds from the private placement; the belief that the private placement provides the Company with the capital to advance its NS002 program towards a pivotal study and NDA submission; the belief that NS002 is an important step in demonstrating the potential of the Company’s platform; the potential of applying the Company’s proprietary intranasal technology across additional therapeutic areas; the Company’s objective to develop products where intranasal administration could add clinically meaningful value; and the expectation that the proceeds significantly strengthen the Company’s balance sheet and provide funding visibility across planned operations and development activities. Forward-looking statements are based on the Company’s current expectations and are subject to uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the Company’s prospectus dated August 12, 2025 filed with the SEC on August 14, 2025. Forward-looking statements contained in this press release are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Company Contact
Nasus Pharma Ltd.
info@nasuspharma.com

Investor Contact
Mike Moyer
LifeSci Advisors
+1-617-308-4306
mmoyer@lifesciadvisors.com

FAQ

What did Nasus Pharma (NSRX) announce in the Feb 13, 2026 private placement?

Nasus Pharma closed a private placement raising about $15.0 million gross. According to the company, it sold 2,695,425 ordinary shares and accompanying warrants at a combined price of $5.565 per share and warrant.

What are the terms of the warrants issued by Nasus Pharma (NSRX) in the Feb 13, 2026 deal?

The warrants are immediately exercisable with a $6.53 exercise price and expire in two years or 30 trading days after top-line pivotal NS002 results. According to the company, they allow potential additional cash if exercised.

How will Nasus Pharma (NSRX) use the proceeds from the $15.0 million private placement?

Proceeds will fund the pivotal NS002 program, initiate first-in-human studies for other programs, and support working capital. According to the company, the financing is intended to strengthen the balance sheet and provide funding visibility.

Who acted as placement agents for Nasus Pharma's (NSRX) Feb 13, 2026 offering?

Citizens Capital Markets served as lead placement agent and Laidlaw & Company (UK) Ltd. served as co-placement agent. According to the company, both firms assisted in executing the private placement transaction.

Will Nasus Pharma (NSRX) register the resale of the shares and warrants sold in the private placement?

Yes; the company agreed to file a resale registration statement with the SEC. According to the company, this Registration Rights Agreement covers resale of issued ordinary shares and shares issuable upon warrant exercise.