Polyrizon Intends to Acquire 51% Stake in Global Private Aviation Company

Rhea-AI Summary

Polyrizon (Nasdaq: PLRZ) signed a non-binding MOU to acquire a 51% stake in Arrow Aviation via a cash investment of NIS 18,000,000 (≈$5.8M), targeting entry into private aviation. Arrow Aviation reports unaudited annual revenues of ≈$19M and adjusted EBITDA ≈$3M.

The deal includes a third-party transfer of a Hawker 800 valued at $3.5M for a convertible note, shareholder debt forgiveness for convertible notes, and mutual call/put options on the remaining 49% exercisable after two years, tied to EBITDA/revenue multiples. Definitive agreement expected within 30 days, subject to due diligence and customary conditions.

Positive

• Planned 51% acquisition for NIS 18,000,000 (~$5.8M)
• Arrow Aviation unaudited revenue ≈ $19M annually
• Arrow Aviation adjusted EBITDA ≈ $3M annually
• Includes Hawker 800 transfer valued at $3.5M
• Mutual call/put options allow potential 100% ownership after two years

Negative

• Transaction currently non-binding MOU, subject to due diligence
• Revenue and EBITDA figures are unaudited and preliminary
• Shareholder debt conversion via convertible notes may dilute equity

News Market Reaction

-15.16%

14 alerts

-15.16% News Effect

-34.3% Trough in 31 hr 22 min

-$4M Valuation Impact

$25M Market Cap

1.3x Rel. Volume

On the day this news was published, PLRZ declined 15.16%, reflecting a significant negative market reaction. Argus tracked a trough of -34.3% from its starting point during tracking. Our momentum scanner triggered 14 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $4M from the company's valuation, bringing the market cap to $25M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Stake to be acquired: 51% Cash investment: NIS 18,000,000 Cash investment (USD): $5.8 million +5 more

8 metrics

Stake to be acquired 51% Intended ownership in Arrow Aviation on a fully diluted basis

Cash investment NIS 18,000,000 Consideration Polyrizon plans to invest for 51% stake

Cash investment (USD) $5.8 million Approximate U.S. dollar equivalent of NIS 18,000,000

Arrow revenue $19 million Annual unaudited revenues of Arrow Aviation

Arrow adjusted EBITDA $3 million Annual adjusted EBITDA of Arrow Aviation

Private aviation market $41.38 billion Projected private aviation market size by 2030

Hawker 800 value $3.5 million Value of Hawker 800 aircraft to be transferred to Arrow Aviation

Remaining stake 49% Arrow Aviation shares subject to future call/put options

Market Reality Check

Price: $13.25 Vol: Volume 158,508 is 1.65x t...

high vol

$13.25 Last Close

Volume Volume 158,508 is 1.65x the 20-day average of 95,807, indicating elevated interest ahead of the acquisition plan. high

Technical Shares at $15.76 are trading below the 200-day MA of $67.72 and remain 99.29% below the 52-week high of $2,235, despite being 447.22% above the 52-week low of $2.88.

Peers on Argus

PLRZ gained 4.23% while key biotech peers were mostly negative (e.g., TTNP -3.96...

PLRZ gained 4.23% while key biotech peers were mostly negative (e.g., TTNP -3.96%, ADTX -7.01%, ENSC -12.9%, SILO -6.45%), with only SXTP up 17.89%. This pattern supports a stock-specific reaction to the diversification and acquisition news rather than a sector-wide move.

Historical Context

5 past events · Latest: Jan 22 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 22	Usability study launch	Positive	-2.0%	Initiation of FDA-aligned human factors/usability study for NASARIX.
Jan 13	Strategic investment plan	Positive	+0.7%	Board authorization to explore revenue-generating investments in new sectors.
Jan 08	Branding milestone	Positive	+8.4%	Completion of PL-14 branding with NASARIX™ name and market evaluations.
Jan 05	Pre-clinical results	Positive	-0.8%	PL-14 pre-clinical data showing significant allergen-blocking performance.
Jan 02	Product positioning	Positive	+50.2%	Highlighting PL-16 nasal spray as extra protection during U.S. flu season.

Pattern Detected

Recent news has generally been positive, but price reactions have been mixed, with some strong rallies on product-related updates and occasional sell-offs or muted responses despite favorable developments.

Recent Company History

Over the last few months, Polyrizon reported several milestones around its intranasal platforms, including positive pre-clinical PL-14 data on Jan 2 and a major PL-16 flu-season positioning update with a 50.18% price move. Branding and regulatory steps for NASARIX™ were also disclosed, followed by a usability study update on Jan 22. The current acquisition-focused announcement extends January’s strategic message about pursuing revenue-generating investments alongside advancement of the core intranasal pipeline.

Regulatory & Risk Context

Active S-3 Shelf · $50,000,000

Shelf Active

Active S-3 Shelf Registration 2025-11-07

$50,000,000 registered capacity

An effective Form F-3 shelf filed on Nov 7, 2025 allows Polyrizon to offer up to $50,000,000 of securities, including ordinary shares, warrants, and units, for general corporate purposes and strategic opportunities, which could facilitate funding for transactions like the announced Arrow Aviation acquisition.

Market Pulse Summary

The stock dropped -15.2% in the session following this news. A negative reaction despite the announc...

Analysis

The stock dropped -15.2% in the session following this news. A negative reaction despite the announced plan to acquire a 51% stake in Arrow Aviation, which reports $19 million in revenue and $3 million adjusted EBITDA, would fit prior patterns where positive clinical or regulatory updates sometimes saw selling pressure. Concerns could include diversification away from the core intranasal pipeline, execution around the non-binding MOU, and potential future funding needs under the existing $50,000,000 shelf registration.

Key Terms

memorandum of understanding, adjusted ebitda, ebitda, fully diluted, +4 more

8 terms

memorandum of understanding regulatory

"today announced the signing of a non-binding Memorandum of Understanding (MOU) with Arrow"

A memorandum of understanding (MOU) is a formal agreement between two or more parties that outlines their shared intentions and plans to work together. It acts like a handshake in writing, clarifying each side’s roles and expectations before any official contract is signed. For investors, an MOU signals that parties are serious about collaboration, which can influence future business opportunities and potential growth.

adjusted ebitda financial

"annual unaudited revenues of approximately $19 million and approximately $3 million adjusted EBITDA"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

ebitda financial

"revenues of approximately $19 million and adjusted EBITDA of approximately $3 million"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

fully diluted financial

"intends to acquire a 51% stake in Arrow Aviation on a fully diluted basis through a cash investment"

Fully diluted is the total number of a company's shares that would exist if every potential share from stock options, warrants, convertible debt and other claims were converted into common stock — like counting every reserved pizza slice as if everyone who could request one already had it. Investors use the fully diluted share count to see the realistic ownership picture and how those future claims could lower each shareholder’s percentage, earnings per share and implied valuation.

convertible note financial

"in exchange for a convertible note (convertible in Polyrizon ordinary shares) issued by Polyrizon"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

call and put options financial

"outlines mutual call and put options on the remaining 49% of Arrow Aviation's shares"

Call and put options are contracts that give the buyer the right, but not the obligation, to buy (call) or sell (put) a stock at a preset price within a specific time. Think of a call as a reservation to buy and a put as an insurance policy to sell; they matter to investors because they let you profit from or protect against price moves while using less cash than buying the stock outright, but they can expire worthless if the market moves the wrong way.

valuation multiples financial

"based on agreed valuation multiples tied to financial metrics like EBITDA or revenue"

Valuation multiples are simple numbers that compare a company’s market price to a key business figure — for example price per dollar of earnings, sales, or cash flow — like a price per square foot for a house. Investors use them as quick checklists to see whether a stock looks cheap or expensive compared with peers or its own history, helping prioritize research and buy/sell decisions, though they don’t tell the whole story on their own.

adjusted ebitda financial

"annual unaudited revenues of approximately $19 million and approximately $3 million adjusted EBITDA"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

AI-generated analysis. Not financial advice.

The Company signed a non-binding MOU agreement with Arrow Aviation, a lucrative high- growth company with annual unaudited revenues of approximately $19 million and approximately $3 million adjusted EBITDA

Raanana, Israel, Feb. 04, 2026 (GLOBE NEWSWIRE) -- Polyrizon Ltd. (Nasdaq: PLRZ) (“Polyrizon” or the “Company”), a pre-clinical-stage biotechnology company developing intranasal protective solutions, today announced the signing of a non-binding Memorandum of Understanding (MOU) with Arrow Aviation Ltd. ("Arrow Aviation"), a global private aviation company. Under the terms of the MOU, Polyrizon intends to acquire a 51% stake in Arrow Aviation on a fully diluted basis through a cash investment of NIS 18,000,000 (approximately $5.8 million), marking a strategic expansion into the high-growth private aviation sector.

Arrow Aviation, with annual unaudited revenues of approximately $19 million and adjusted EBITDA of approximately $3 million, is a leading provider of private aviation services, operating a fleet of executive jets and delivering uncompromising, high-standard VIP flights tailored to diverse needs. Arrow Aviation offers private flights for leisure or business, including destination stays, escorts, and seamless connections to subsequent destinations. Its services extend to the public sector, supporting government offices and public entities with specialized flights, such as ambulance and medical evacuations, air rescues, special-needs transport, medical tourism, and cargo operations, including the handling of sensitive and hazardous materials under special licenses. Arrow Aviation serves business, private, and public clients with personalized, point-to-point solutions, underpinned by a passion for aviation, extensive industry expertise, and a full operational infrastructure featuring a complete aircraft fleet and dozens of highly skilled pilots holding professional licenses for private, commercial, hazardous materials, and other specialized flights.

"We believe that this strategic move, upon completion, represents an exciting diversification opportunity for Polyrizon, allowing us to leverage our strong financial position to enter the dynamic private aviation market, a market set to grow to $41.38 billion by 2030, through a potential acquisition of a high-growth, high-potential company," said Tomer Izraeli, CEO of Polyrizon. "We believe that the potential acquisition of Arrow Aviation’s established operations and commitment to excellence align perfectly with our plan to explore revenue-generating investment opportunities in high-growth sectors, that potentially will enhance value for our shareholders and clients alike."

The proposed transaction includes ancillary arrangements, such as the transfer of a Hawker 800 aircraft valued at $3.5 million to Arrow Aviation by a third party, in exchange for a convertible note (convertible in Polyrizon ordinary shares) issued by Polyrizon. Additionally, existing Arrow Aviation shareholders will forgive outstanding shareholder debts owed by Arrow Aviation in return for convertible notes (convertible in Polyrizon ordinary shares) from Polyrizon, enabling Arrow Aviation to emerge debt-free from institutional obligations post-closing. The MOU also outlines mutual call and put options on the remaining 49% of Arrow Aviation's shares, exercisable after two years, based on agreed valuation multiples tied to financial metrics like EBITDA or revenue, which may result in Polyrizon acquiring 100% of Arrow Aviation on a fully diluted basis.

The signing of a definitive agreement is expected to occur within 30 days of the MOU, subject to due diligence, after which the closing of the acquisition would be expected to occur following the satisfaction of customary closing conditions.

About Polyrizon

Polyrizon is a development stage biotech company specializing in the development of innovative medical device hydrogels delivered in the form of nasal sprays, which form a thin hydrogel-based shield containment barrier in the nasal cavity that can provide a barrier against viruses and allergens from contacting the nasal epithelial tissue. Polyrizon’s proprietary Capture and Contain TM, or C&C, hydrogel technology, comprised of a mixture of naturally occurring building blocks, is delivered in the form of nasal sprays, and potentially functions as a “biological mask” with a thin shield containment barrier in the nasal cavity. Polyrizon are further developing certain aspects of our C&C hydrogel technology such as the bioadhesion and prolonged retention at the nasal deposition site for intranasal delivery of drugs. Polyrizon refers to its additional technology, which is in an earlier stage of pre-clinical development, that is focused on nasal delivery of active pharmaceutical ingredients, or APIs, as Trap and Target ™, or T&T. For more information, please visit https://polyrizon-biotech.com.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses its strategic expansion into the high-growth private aviation sector, its belief that this strategic move, upon completion, represents an exciting diversification opportunity for Polyrizon, allowing it to leverage its strong financial position to enter the dynamic private aviation market, its belief that the potential acquisition of Arrow Aviation’s established operations and commitment to excellence align perfectly with its plan to explore revenue-generating investment opportunities in high-growth sectors, that potentially will enhance value for our shareholders and clients alike, the expected growth of the private aviation market, the final terms and signing of definitive agreements with Arrow Aviation, the timing and completion of the acquisition, and the satisfaction of closing conditions related to the acquisition. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s annual report filed with the SEC on March 11, 2025 and subsequent filings with the SEC. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Polyrizon is not responsible for the contents of third-party websites.

Contacts:
Michal Efraty
Investor Relations
IR@polyrizon-biotech.com

FAQ

What did Polyrizon (PLRZ) announce on February 4, 2026 about Arrow Aviation?

Polyrizon announced intent to acquire a 51% stake in Arrow Aviation for NIS 18,000,000 (~$5.8M). According to the company, the agreement is a non-binding MOU with definitive documentation expected within 30 days, subject to due diligence and customary closing conditions.

What are Arrow Aviation’s reported financials in the PLRZ announcement?

Arrow Aviation reports unaudited annual revenues of approximately $19 million and adjusted EBITDA of about $3 million. According to the company, these figures are unaudited and presented in the MOU as background to the proposed transaction.

How will the Hawker 800 aircraft factor into Polyrizon’s proposed deal?

A third party will transfer a Hawker 800 valued at $3.5 million to Arrow Aviation in exchange for a convertible note. According to the company, that note will be convertible into Polyrizon ordinary shares as part of the transaction structure.

Could Polyrizon (PLRZ) acquire 100% of Arrow Aviation, and on what terms?

Yes; the MOU includes mutual call and put options on the remaining 49% exercisable after two years based on agreed valuation multiples. According to the company, exercise prices will be tied to EBITDA or revenue metrics.

What happens to Arrow Aviation’s outstanding shareholder debts under the proposed PLRZ deal?

Existing Arrow Aviation shareholders will forgive outstanding debts in exchange for convertible notes from Polyrizon. According to the company, this structure aims to enable Arrow Aviation to emerge debt-free from institutional obligations post-closing.