Polyrizon Intends to Secure Controlling Stake in Profitable Private Jet Operator

Rhea-AI Summary

Polyrizon (NASDAQ: PLRZ) signed a non-binding MOU to acquire a 51% stake in Arrow Aviation for NIS 18,000,000 (≈$5.8M), subject to due diligence and a definitive agreement expected within 30 days.

Arrow Aviation reports unaudited annual revenue of $19M and adjusted EBITDA of $3M. The deal contemplates a third-party transfer of a Hawker 800 valued at $3.5M, convertible notes to forgive Arrow debt, and call/put options on the remaining 49% exercisable after two years based on agreed valuation multiples.

Positive

• Planned majority stake: 51% for NIS 18,000,000
• Arrow Aviation reported $19M revenue and $3M adjusted EBITDA
• Includes transfer of a Hawker 800 valued at $3.5M
• Convertible-note structure could eliminate Arrow Aviation institutional debt

Negative

• Transaction is a non-binding MOU, subject to due diligence and customary closing conditions
• Use of convertible notes raises share dilution risk for Polyrizon shareholders
• Diversification into private aviation departs from Polyrizon’s pre-clinical biotechnology focus

News Market Reaction

+3.92%

6 alerts

+3.92% News Effect

+3.4% Peak Tracked

-3.0% Trough Tracked

+$866K Valuation Impact

$23M Market Cap

0.9x Rel. Volume

On the day this news was published, PLRZ gained 3.92%, reflecting a moderate positive market reaction. Argus tracked a peak move of +3.4% during that session. Argus tracked a trough of -3.0% from its starting point during tracking. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $866K to the company's valuation, bringing the market cap to $23M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Arrow annual revenue: ≈$19 million Arrow adjusted EBITDA: ≈$3 million Stake to be acquired: 51% +5 more

8 metrics

Arrow annual revenue ≈$19 million Unaudited annual revenues for Arrow Aviation

Arrow adjusted EBITDA ≈$3 million Annual adjusted EBITDA for Arrow Aviation

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

Cash investment NIS 18,000,000 Polyrizon cash investment for 51% Arrow Aviation stake

USD equivalent investment ≈$5.8 million Approximate dollar value of NIS 18,000,000 investment

Hawker 800 value $3.5 million Aircraft value to be transferred to Arrow Aviation by third party

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

Remaining stake 49% Arrow Aviation shares subject to mutual call/put options after two years

Market Reality Check

Price: $13.99 Vol: Volume 57,891 is below th...

low vol

$13.99 Last Close

Volume Volume 57,891 is below the 20-day average of 96,760 (relative volume 0.6) ahead of this diversification MOU. low

Technical PLRZ trades at $13.25, well below its 200-day MA of $57.96 and 99.41% below its 52-week high of $2,235.

Peers on Argus

While PLRZ was up 3.15%, biotech peers were mixed: ENSC +31.77%, ADTX +8.22%, SX...

1 Down

While PLRZ was up 3.15%, biotech peers were mixed: ENSC +31.77%, ADTX +8.22%, SXTP +4.85%, but TTNP -3.96% and SILO -12.43%. With moves in both directions and only 1 peer in the momentum scanner, trading appears company-specific rather than a uniform sector rotation.

Historical Context

5 past events · Latest: Feb 06 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 06	Development agreement	Positive	+3.3%	Agreement with Clearmind to develop intranasal MEAI formulation using PLRZ platform.
Feb 04	Acquisition MOU	Positive	-15.2%	Non-binding MOU to acquire 51% of Arrow Aviation via NIS 18M cash investment.
Jan 22	Regulatory progress	Positive	-2.0%	Initiation of FDA-aligned human factors/usability study for NASARIX allergy blocker.
Jan 13	Strategic review	Positive	+0.7%	Board authorizes exploring investments in revenue-generating firms in defense, aviation, AI.
Jan 08	Branding milestone	Positive	+8.4%	Completion of PL-14 branding as NASARIX, advancing commercial readiness positioning.

Pattern Detected

Recent PLRZ news often sees mixed reactions: branding and partnership updates aligned with positive price moves, while regulatory progress and this aviation MOU previously coincided with negative or muted reactions.

Recent Company History

Over the last few months, PLRZ has combined core intranasal pipeline progress with new strategic initiatives. Branding and regulatory work for NASARIX™ and a development deal with Clearmind supported its intranasal platform. On January 13, 2026, the board authorized investments in revenue-generating sectors like defense, aviation, and AI. The February 4, 2026 MOU to buy 51% of Arrow Aviation fits that strategy. Today’s update reiterates this diversification into a profitable private jet operator while the stock remains far below its 52-week high.

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

PLRZ has an effective Form F-3 shelf filed on 2025-11-07 to offer up to $50,000,000 of securities, including ordinary shares, warrants, and units. As of the provided data, usage_count is 0, indicating no takedowns have been executed under this shelf yet.

Market Pulse Summary

This announcement details PLRZ’s plan to acquire a 51% stake in Arrow Aviation, a private jet operat...

Analysis

This announcement details PLRZ’s plan to acquire a 51% stake in Arrow Aviation, a private jet operator with ≈$19M in revenue and ≈$3M adjusted EBITDA, via a NIS 18,000,000 cash investment plus convertible-note structures. It extends the January strategy to pursue revenue-generating assets while maintaining the intranasal pipeline. Investors may watch for the definitive agreement, closing conditions, Arrow’s ongoing performance, and how resources balance between aviation diversification and programs like NASARIX™ and MEAI.

Key Terms

memorandum of understanding, mou, adjusted ebitda, convertible note, +2 more

6 terms

memorandum of understanding regulatory

"recently announced the signing of a non-binding Memorandum of Understanding (MOU) with Arrow Aviation Ltd."

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.

mou regulatory

"Under the terms of the MOU, Polyrizon intends to acquire a 51% stake"

A memorandum of understanding (MOU) is a written agreement that outlines the basic terms and shared intentions between parties before a formal contract is drawn up. Think of it as a detailed handshake that signals commitment to work together; for investors it matters because an MOU can indicate a likely future deal, partnership or transaction that could affect a company’s strategy, revenues or risks, even though it often lacks full legal force.

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.

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

"The MOU also 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.

ebitda financial

"valuation multiples tied to financial metrics like EBITDA or revenue"

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.

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. 10, 2026 (GLOBE NEWSWIRE) -- Polyrizon Ltd. (Nasdaq: PLRZ) (“Polyrizon” or the “Company”), a pre-clinical-stage biotechnology company developing intranasal protective solutions, recently 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 stake is Polyrizon (PLRZ) proposing to buy in Arrow Aviation and for how much?

Polyrizon proposes to acquire a 51% stake in Arrow Aviation for NIS 18,000,000 (≈$5.8M). According to the company, the purchase is structured under a non-binding MOU and subject to due diligence and a definitive agreement.

What are Arrow Aviation’s reported revenues and profitability metrics in the PLRZ announcement?

Arrow Aviation reports annual unaudited revenue of $19M and adjusted EBITDA of $3M. According to the company, these figures underlie the valuation framework and future option multiples in the proposed transaction.

How will the proposed transaction affect Arrow Aviation’s debt position as described by PLRZ?

The MOU contemplates existing shareholders forgiving Arrow Aviation debts in exchange for convertible notes. According to the company, this would enable Arrow Aviation to emerge free of institutional obligations post-closing.

Does the PLRZ MOU include provisions to acquire the remaining Arrow Aviation shares?

Yes. The MOU includes mutual call and put options on the remaining 49% exercisable after two years based on agreed EBITDA or revenue multiples. According to the company, this may allow full acquisition on a fully diluted basis.

What are the key risks investors should note about Polyrizon’s proposed Arrow Aviation deal?

Key risks include the non-binding nature of the MOU, pending due diligence, and potential share dilution from convertible notes. According to the company, a definitive agreement is expected within 30 days but is not guaranteed.