Polyrizon Ltd. Announces $4.0 Million Registered Direct Offering and Private Placement

Polyrizon is raising $4.0 million through share and warrant issuances that will increase its outstanding shares and add a sizeable warrant overhang.

Rhea-AI Summary

Polyrizon (PLRZ) entered definitive agreements on September 3, 2026 for a registered direct offering and concurrent private placement totaling approximately $4.0 million with a single institutional investor.

The financing involves 333,333 Units (or Pre-Funded Units), each with one Ordinary Share (or one Pre-Funded Warrant) and one Common Warrant, at $12.00 per Unit ($11.99999 per Pre-Funded Unit). The registered direct portion covers 232,500 Ordinary Shares and 30,000 Pre-Funded Warrants, while the private placement adds 70,833 PIPE Pre-Funded Warrants and 333,333 PIPE Common Warrants, all with a $12.00 exercise price for the Common Warrants. Closing is expected on or about September 4, 2026, subject to customary conditions. Net proceeds, together with existing cash, are expected to fund general corporate purposes and working capital. After completion, assuming full exercise of all Pre-Funded Warrants, Polyrizon will have 2,806,233 Ordinary Shares outstanding.

Positive

• Gross proceeds of approximately $4.0 million from the combined registered direct offering and private placement
• 333,333 Units sold at $12.00 per Unit (or $11.99999 per Pre-Funded Unit) provide near-term capital access
• Pre-Funded Warrants are immediately exercisable, supporting flexible conversion into Ordinary Shares over time

Negative

• Outstanding Ordinary Shares will rise to 2,806,233 after the offering, assuming full exercise of all Pre-Funded Warrants
• 333,333 Common Warrants with a $12.00 exercise price create potential additional future equity dilution
• The offering and private placement are directed to a single institutional investor, concentrating financing exposure in one holder

News Explained

The financing would dilute existing ownership if completed, but it remains pending closing and later resale-registration steps for the private placement.

The financing is announced under definitive agreements but remains pending closing expected on or about September 4, 2026; if completed, the shares and pre-funded-warrant exercises would increase the share count and reduce existing holders’ percentage ownership.

The registered-direct portion is being made under an effective Form F-3 shelf, while the private-placement securities are not registered for resale at issuance.

A shelf registration authorizes future sales rather than selling shares by itself, and a prospectus supplement states the final terms of a specific takedown.

The company has agreed to file SEC registration statements covering resale of the private-placement securities and shares issuable on warrant exercise, making those later filings a specific follow-up to the offering.

Market Context

The 2026-04-07 comparable offering was followed by a -9.92% 24-hour move, adding historical context ...

Analysis

The 2026-04-07 comparable offering was followed by a -9.92% 24-hour move, adding historical context to this financing. PLRZ’s active F-3 shelf and low short positioning provide context, while closing and warrant exercise activity remain key risks to monitor.

Key Figures

Gross Proceeds: $4.0 million Units Sold: 333,333 Units Offering Price: $12.00 per Unit +5 more

8 metrics

Gross Proceeds $4.0 million Registered direct offering and concurrent private placement

Units Sold 333,333 Units Offering priced at $12.00 per Unit

Offering Price $12.00 per Unit Registered direct offering and private placement

Registered Shares 232,500 Ordinary Shares Registered direct offering

Registered Pre-Funded Warrants 30,000 Pre-Funded Warrants Registered direct offering

PIPE Pre-Funded Warrants 70,833 PIPE Pre-Funded Warrants Concurrent private placement

Common Warrant Exercise Price $12.00 per share Common Warrants

Post-Offering Shares 2,806,233 Ordinary Shares Following completion, assuming exercise of all issued Pre-Funded Warrants

Previous Private placement,offering Reports

1 past event · Latest: Apr 07 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 07	Private placement	Negative	-9.9%	Comparable registered direct offering and private placement preceded a negative 24-hour reaction.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

The tag-specific comparable offering was followed by a negative 24-hour reaction of -9.92%.

Key Terms

registered direct offering, private placement, pre-funded warrants, shelf registration statement, +2 more

6 terms

registered direct offering financial

"entered into definitive agreements with a single institutional investor for the purchase and sale of its Ordinary Shares and pre-funded warrants in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

private placement financial

"In a concurrent private placement, the Company also agreed to sell to the same investor pre-funded and investor warrants"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

pre-funded warrants financial

"the purchase and sale of its Ordinary Shares and pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"being made pursuant to an effective shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-3 regulatory

"an effective shelf registration statement on Form F-3"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

registration rights agreement regulatory

"Pursuant to a registration rights agreement with the investors"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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RAANANA, ISRAEL, Sept. 03, 2026 (GLOBE NEWSWIRE) -- Polyrizon Ltd. (NASDAQ: PLRZ) (the “Company”), a development-stage biotech company specializing in the development of innovative intranasal hydrogels, today announced that it has entered into definitive agreements with a single institutional investor for the purchase and sale of its Ordinary Shares and pre-funded warrants in a registered direct offering. In a concurrent private placement, the Company also agreed to sell to the same investor pre-funded and investor warrants. Aggregate gross proceeds to the Company from both transactions are expected to be approximately $4.0 million.

The transactions consisted of the sale of 333,333 Units (or Pre-Funded Units), each consisting of one (1) Ordinary Share (or one (1) Pre-Funded Warrant to purchase one (1) Ordinary Share) and one (1) Common Warrant to purchase one (1) Ordinary Share, at a combined offering price of $12.00 per Unit (or $11.99999 per Pre-Funded Unit, equal to the offering price per Unit minus an exercise price of $0.00001 per Pre-Funded Warrant). In the registered direct offering, the Company agreed to sell 232,500 Ordinary Shares and 30,000 Pre-Funded Warrants. In the concurrent private placement, the Company agreed to sell 70,833 PIPE Pre-Funded Warrants and 333,333 PIPE Common Warrants. The Pre-Funded Warrants will be immediately exercisable (subject to registration for unregistered PIPE Pre-Funded Warrants) and may be exercised at any time until exercised in full. The Common Warrants have an exercise price of $12.00 per share. For each Pre-Funded Warrant sold in lieu of an Ordinary Share, the number of Ordinary Shares offered will be decreased on a one-for-one basis.

The transactions are expected to close on or about September 4, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offerings, together with its existing cash, for general corporate purposes and working capital. Following completion of the offering, the Company will have 2,806,233 Ordinary Shares issued and outstanding, assuming the exercise of all Pre-Funded Warrants and PIPE Pre-Funded Warrants issued in the offering.

Aegis Capital Corp. is acting as exclusive placement agent for the offerings. Meitar | Law Offices is acting as Israeli counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.

The registered direct offering is being made pursuant to an effective shelf registration statement on Form F-3 (No. 333-291368) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on December 3, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.

The offer and sale of the securities in the private placement are being made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the Ordinary Shares and the Shares issuable upon exercise of the pre-funded warrants and warrants.

Before investing in this offering, interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Polyrizon Ltd.

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 is further developing certain aspects of its 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 the timing and completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of proceeds therefrom. 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 25, 2026 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.

Michal Efraty
Investor Relations
IR@polyrizon-biotech.com

FAQ

What did Polyrizon (PLRZ) announce regarding a new financing?

Polyrizon announced definitive agreements for a registered direct offering and a concurrent private placement with a single institutional investor, expected to generate aggregate gross proceeds of approximately $4.0 million through a mix of Ordinary Shares, Pre-Funded Warrants and Common Warrants.

How many units and shares are included in Polyrizon's $4.0 million offering (PLRZ)?

The transactions comprise 333,333 Units (or Pre-Funded Units). In the registered direct offering, Polyrizon agreed to sell 232,500 Ordinary Shares and 30,000 Pre-Funded Warrants, and in the private placement 70,833 PIPE Pre-Funded Warrants and 333,333 PIPE Common Warrants.

At what price is Polyrizon (PLRZ) selling the units in this offering?

Each Unit is priced at $12.00, consisting of one Ordinary Share and one Common Warrant. Each Pre-Funded Unit is priced at $11.99999, equal to the Unit price minus the $0.00001 exercise price of each Pre-Funded Warrant.

When is the Polyrizon (PLRZ) registered direct offering and private placement expected to close?

The registered direct offering and concurrent private placement are expected to close on or about September 4, 2026, subject to the satisfaction of customary closing conditions between Polyrizon and the institutional investor.

How will Polyrizon's share count change after the $4.0 million financing (PLRZ)?

Following completion of the offerings, Polyrizon states it will have 2,806,233 Ordinary Shares issued and outstanding, assuming the exercise of all Pre-Funded Warrants and PIPE Pre-Funded Warrants that are issued in the transactions.

What are the terms of the warrants issued in Polyrizon's new financing (PLRZ)?

The Pre-Funded Warrants are immediately exercisable (subject to registration for the unregistered PIPE series) at $0.00001 per share until fully exercised. The Common Warrants, including 333,333 PIPE Common Warrants, have an exercise price of $12.00 per Ordinary Share.

How does Polyrizon plan to use the proceeds from the $4.0 million offering (PLRZ)?

Polyrizon expects to use the net proceeds from the registered direct offering and concurrent private placement, together with its existing cash, for general corporate purposes and working capital, without specifying any particular project or program.