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

Polyrizon raises $4.0 million through a mix of shares and warrants, adding capital for general corporate purposes and working capital.

Rhea-AI Summary

Polyrizon (PLRZ) closed its previously announced registered direct offering and concurrent private placement raising approximately $4.0 million in aggregate gross proceeds from a single institutional investor.

The company sold 333,333 Units/Pre-Funded Units, each comprising one Ordinary Share (or one Pre-Funded Warrant for one Ordinary Share) and one Common Warrant, at a combined offering price of $12.00 per Unit (or $11.99999 per Pre-Funded Unit). In the registered direct deal, Polyrizon issued 232,500 Ordinary Shares and 30,000 Pre-Funded Warrants, and in the private placement it issued 70,833 PIPE Pre-Funded Warrants and 333,333 PIPE Common Warrants with an exercise price of $12.00 per share. The transactions closed on September 4, 2026, and the company expects to use the net proceeds for general corporate purposes and working capital.

Positive

• Gross proceeds of ~$4.0 million from the offerings strengthen Polyrizon’s cash resources.
• Issuance of 333,333 Units/Pre-Funded Units at $12.00 per Unit shows completed investor demand at a defined price.
• Capital raise anchored by a single institutional investor, potentially adding stability to the shareholder base.
• Pre-Funded Warrants are immediately exercisable, offering a clear path to convert into Ordinary Shares.

Negative

• Issuance of 232,500 new Ordinary Shares plus pre-funded and common warrants may dilute existing shareholders upon exercise.
• Common Warrants for 333,333 additional shares at $12.00 per share create an overhang that could weigh on future share price.

News Explained

The closed financing adds cash but leaves existing holders exposed to further ownership dilution if the issued warrants become shares.

The September 4, 2026 financing is closed: Polyrizon received approximately $4.0 million gross and issued ordinary shares and warrants; the issued shares increase total share count, while shares from warrant exercise would further reduce existing holders’ percentage ownership absent offsetting changes.

Pre-funded warrants are designed to convert into shares at a nominal exercise price; Polyrizon says its pre-funded warrants are immediately exercisable, subject to registration for the unregistered PIPE warrants.

The registered direct was a negotiated sale of registered securities, while the private placement was an unregistered sale to selected investors; Polyrizon agreed to file registration statements covering resale of the related shares.

The named follow-up items are the final prospectus supplement for the registered direct and the promised resale registration statements; the supplement will state the final terms of that specific takedown.

Market Context

Tag-specific offering history recorded moves of 0.4% and -9.92% after comparable announcements. That...

Analysis

Tag-specific offering history recorded moves of 0.4% and -9.92% after comparable announcements. That mixed record frames this closing; the active F-3 shelf and low short positioning add context, while capital use remains a watch item.

Key Figures

Gross proceeds: $4.0 million Units issued: 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 issued 333,333 Units Combined offering

Offering price $12.00 per Unit Combined offering price

Pre-Funded Unit price $11.99999 per Pre-Funded Unit Combined offering

Pre-funded warrant exercise price $0.00001 Pre-Funded Warrants

Ordinary shares issued 232,500 shares Registered direct offering

Registered pre-funded warrants 30,000 warrants Registered direct offering

PIPE pre-funded warrants 70,833 warrants Concurrent private placement

Previous Private placement,offering Reports

2 past events · Latest: Sep 03 (Negative)

Same Type Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
Sep 03	Offering announcement	Negative	+0.4%	Announced $4.0 million registered direct offering and concurrent private placement.
Apr 07	Offering announcement	Negative	-9.9%	Announced $3.5 million registered direct offering with warrants.

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

Pattern Detected

Comparable offering announcements produced mixed reactions, with one aligned negative move and one divergent positive move.

Key Terms

registered direct offering, private placement, pre-funded warrants, form f-3, +1 more

5 terms

registered direct offering financial

"closing of its previously announced registered direct offering and concurrent private placement."

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 issued to the same investor"

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 Pre-Funded Warrants are immediately exercisable"

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.

form f-3 regulatory

"made pursuant to 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. 04, 2026 (GLOBE NEWSWIRE) -- Polyrizon Ltd. (NASDAQ: PLRZ) (the “Company”), a development-stage biotech company specializing in the development of innovative intranasal hydrogels, today announced the closing of its previously announced registered direct offering and concurrent private placement. The Company issued to a single institutional investor Ordinary Shares and pre-funded warrants in a registered direct offering. In a concurrent private placement, the Company also issued to the same investor pre-funded and investor warrants. Aggregate gross proceeds to the Company from both transactions were 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 issued 232,500 Ordinary Shares and 30,000 Pre-Funded Warrants. In the concurrent private placement, the Company issued 70,833 PIPE Pre-Funded Warrants and 333,333 PIPE Common Warrants. The Pre-Funded Warrants are 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.

The transactions closed on September 4, 2026. The Company expects to use the net proceeds from the offerings, together with its existing cash, for general corporate purposes and working capital.

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

The registered direct offering was 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 were 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.

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 intended use of proceeds from the offering. 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 its latest financing?

Polyrizon announced the closing of a previously disclosed registered direct offering and concurrent private placement, raising approximately $4.0 million in aggregate gross proceeds through a mix of Ordinary Shares, pre-funded warrants and common warrants sold to a single institutional investor.

How much capital did Polyrizon (PLRZ) raise in the September 4, 2026 offering?

Polyrizon raised aggregate gross proceeds of approximately $4.0 million from its combined registered direct offering and concurrent private placement, before deducting placement agent fees and other offering expenses.

What were the pricing terms of the Polyrizon (PLRZ) Units in the offering?

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

How many shares and warrants did Polyrizon (PLRZ) issue in this transaction?

Polyrizon sold 333,333 Units/Pre-Funded Units. It issued 232,500 Ordinary Shares and 30,000 Pre-Funded Warrants in the registered offering, plus 70,833 PIPE Pre-Funded Warrants and 333,333 PIPE Common Warrants in the concurrent private placement.

What are the exercise terms of the Polyrizon (PLRZ) warrants from this financing?

The Pre-Funded Warrants are immediately exercisable (PIPE Pre-Funded Warrants subject to registration) and may be exercised until fully exercised. The Common Warrants have an exercise price of $12.00 per share for Ordinary Shares underlying the warrants.

When did Polyrizon’s (PLRZ) registered direct offering and private placement close?

Polyrizon’s registered direct offering and concurrent private placement both closed on September 4, 2026, following the previously announced transaction terms with the single institutional investor.

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

Polyrizon expects to use the net proceeds from the offerings, together with existing cash, for general corporate purposes and working capital, supporting its ongoing operations and development activities.