Nasus Pharma Announces Pricing of $15.0 Million Private Placement

Rhea-AI Summary

Nasus Pharma (NYSE: NSRX) announced a private placement of ordinary shares and warrants to raise approximately $15.0 million gross, expected to close on or about February 12, 2026, subject to customary conditions.

The company will sell 2,695,425 ordinary shares with accompanying warrants exercisable at $6.53 per share, immediately exercisable and expiring two years from issuance or 30 trading days after top-line NS002 pivotal results. Proceeds will fund the NS002 pivotal study, first-in-human studies for other programs, and working capital.

Positive

• $15.0M gross proceeds to fund NS002 pivotal development
• Sale of 2,695,425 ordinary shares provides immediate capital
• Warrants exercisable at $6.53 could generate follow-on funding if exercised
• Participation by institutional investors and board members signals investor support

Negative

• Issuance of 2,695,425 shares causes immediate dilution to existing shareholders
• Outstanding warrants create potential additional dilution if exercised at $6.53
• Warrants expire upon earlier of two years or 30 trading days after NS002 top-line results, risking accelerated dilution near trial readout

Key Figures

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

8 metrics

Private placement gross proceeds $15.0 million Aggregate gross proceeds before fees and expenses

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

Warrants issued 2,695,425 warrants Ordinary share warrants issued alongside each share

Purchase price per unit $5.565 Combined price per share plus accompanying warrant

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

Warrant term 2 years Expires earlier of two years or 30 trading days post NS002 topline

Accelerated expiry trigger 30 trading days Post-announcement of NS002 pivotal study top-line results

IPO proceeds $10 million Gross proceeds from August 2025 IPO (historical filing)

Market Reality Check

Price: $5.44 Vol: Volume 8,986 is 1.69x the...

high vol

$5.44 Last Close

Volume Volume 8,986 is 1.69x the 20-day average of 5,317 ahead of the private placement. high

Technical Shares at $5.44 are trading below the 200-day MA of $7.34 and 45.55% under the 52-week high.

Peers on Argus

NSRX gained 0.74% with elevated volume, while peers were mixed: SCLX (+1.36%), M...

NSRX gained 0.74% with elevated volume, while peers were mixed: SCLX (+1.36%), MIRA (+2.54%), ASRT (-3.71%), INCR (-4.64%), MDCX (0%). This points to a stock-specific reaction to the financing terms rather than a broad sector move.

Historical Context

5 past events · Latest: Jan 20 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 20	Clinical trial data	Positive	-7.5%	Positive interim Phase 2 NS002 epinephrine PK and safety results.
Dec 22	Corporate update	Positive	-6.6%	Shareholder letter outlining IPO proceeds and NS002 development milestones.
Oct 08	Partnership expansion	Positive	+0.8%	Expanded Aptar agreements to support NS002 development and commercialization.
Sep 02	Conference participation	Neutral	-0.7%	Announcement of presentation at H.C. Wainwright investment conference.
Aug 26	Listing milestone	Neutral	+0.5%	NYSE American listing celebration and emphasis on intranasal platform.

Pattern Detected

Recent history shows several positive clinical and corporate updates followed by modest or negative price moves, suggesting a tendency toward selling or muted responses even on favorable news.

Recent Company History

Over the last six months, NSRX has progressed NS002 clinically and corporately. Positive interim Phase 2 data on Jan 20, 2026 and a bullish 2025 shareholder letter on Dec 22, 2025 both saw 6–8% declines, while an Aptar collaboration expansion on Oct 8, 2025 and listing-related events in late August 2025 had small gains. Today’s private placement adds capital for NS002’s pivotal work, contrasting with past news that was largely non-dilutive.

Market Pulse Summary

This announcement details a $15.0 million private placement of 2,695,425 ordinary shares and an equa...

Analysis

This announcement details a $15.0 million private placement of 2,695,425 ordinary shares and an equal number of warrants, priced at a premium to the last close. Proceeds are earmarked to advance NS002 into pivotal development and to fund first-in-human studies for other pipeline assets. In context of recent positive Phase 2 NS002 data and prior IPO funding, investors may watch execution on clinical timelines and how new equity issuance affects the capital structure over time.

Key Terms

private placement, warrants, accredited investors, exercise price, +2 more

6 terms

private placement financial

"for a private placement of ordinary shares and warrants to purchase"

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

"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.

accredited investors financial

"with certain institutional and accredited investors for a private"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

exercise price financial

"The Warrants will have an exercise price of $6.53 per share,"

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.

registration statement regulatory

"has agreed to file a registration statement with the U.S."

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.

resale registration statement regulatory

"Any offering of the securities under the resale registration statement"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

AI-generated analysis. Not financial advice.

TEL AVIV, Israel, Feb. 10, 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 that it has entered into a securities purchase agreement (the “Agreement”) with certain institutional and accredited investors for a 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 is acting as lead placement agent, and Laidlaw & Company (UK) Ltd. is acting as co-placement agent, in connection with the private placement.

The private placement includes participation from both new and existing investors and certain members of the Company’s Board of Directors.

Pursuant to the terms of the Agreement, Nasus Pharma has agreed to sell an aggregate of (i) 2,695,425 of its 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.

The Warrants will 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 private placement is expected to close on or about February 12, 2026, subject to satisfaction of customary closing conditions.

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 being 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 the Agreement, Nasus Pharma 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 Ordinary Shares underlying 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’ 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’ 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 gross proceeds to be received from the private placement, intended use of proceeds from the private placement and the anticipated closing date for the private placement. Historical results of scientific research and clinical and preclinical trials do not guarantee that the conclusions of future research or trials will suggest identical or even similar conclusions. 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 about the February 2026 private placement?

Nasus Pharma announced a private placement to raise about $15.0 million gross. According to the company, the financing sells 2,695,425 ordinary shares with accompanying warrants priced at $5.565 per unit and $6.53 warrant exercise price.

How many shares and warrants did NSRX sell in the private placement and at what price?

The company agreed to sell 2,695,425 ordinary shares with accompanying warrants at $5.565 per share and warrant. According to the company, warrants are immediately exercisable at an exercise price of $6.53 per share.

When will the NSRX private placement close and what are the closing conditions?

The private placement is expected to close on or about February 12, 2026, subject to customary closing conditions. According to the company, closing depends on satisfaction of standard conditions and placement agent arrangements.

How will Nasus Pharma (NSRX) use the proceeds from the $15 million financing?

Proceeds will be used to advance the NS002 pivotal study, start first-in-human studies for other programs, and for working capital. According to the company, the funds will be combined with existing cash and short-term investments.

What are the warrant terms in the NSRX private placement and their expiration trigger?

Warrants are immediately exercisable at $6.53 and expire two years from issuance or 30 trading days after announcement of NS002 top-line results. According to the company, this dual-trigger may accelerate potential exercise timing.