Nasus Pharma (NSRX) flags going‑concern risk despite cash into 2027
Rhea-AI Filing Summary
Nasus Pharma Ltd. reported a larger first-half net loss as it accelerated clinical development while strengthening its balance sheet. For the six months ended June 30, 2026, net loss was $5.9 million compared with $1.3 million a year earlier, driven by sharply higher operating expenses. Research and development rose to $2.6 million from $0.3 million, mainly for NS002 epinephrine intranasal programs, while general and administrative expenses increased to $3.4 million from $0.5 million due to public-company and consulting costs and bonuses.
Liquidity improved following a February 2026 private placement of Ordinary Shares and warrants that generated $15.0 million in gross proceeds. Cash, cash equivalents, restricted cash and short-term deposits were $11.9 million at June 30, 2026 versus $4.3 million at December 31, 2025, and management currently expects funding to last through the second quarter of 2027, though it also states there is substantial doubt about the company’s ability to continue as a going concern without additional capital. Operationally, Nasus advanced NS002 with positive Phase 2 data and plans a pivotal study starting in the fourth quarter of 2026, and moved NS003 toward first-in-human testing, while appointing industry veteran Brendan O’Grady as Chief Executive Officer.
Positive
- $15.0 million gross proceeds raised in a February 2026 private placement, increasing cash and short-term deposits to $11.9 million and extending the funding horizon through the second quarter of 2027.
- Pipeline advanced with positive Phase 2 data for NS002 and a planned pivotal study start in Q4 2026, plus NS003 moving toward first-in-human pharmacokinetic testing in Q3 2026.
Negative
- Net loss widened by 375% to $5.9 million for the first half of 2026 as R&D and G&A expenses increased sharply.
- Management concludes there is substantial doubt about Nasus Pharma’s ability to continue as a going concern without securing additional financing.
Filing Explained
The completed financing added 2,695,425 shares and left warrants for up to 2,695,425 more, creating issued dilution plus conditional future share capacity.
Form 6-K is an interim report for a foreign private issuer. This filing records the completed February private placement:
The financing also included warrants for up to 2,695,425 additional ordinary shares. Those shares were not issued through the financing; the warrants were immediately exercisable and, if exercised in full, would provide
Separately, Brendan O’Grady’s appointment package provides for 210,000 stock options, with exercise prices of
The next specified state changes are warrant exercise before the earlier contractual expiration event—two years after issuance or 30 trading days after the NS002 pivotal-study topline announcement—and shareholder action on the proposed options.
Key Figures
Key Terms
going concern financial
Simple Agreements of Future Equity financial
pivotal clinical study medical
discontinued operations financial
505(b)(2) regulatory
FAQ
How did Nasus Pharma (NSRX) perform financially in the first half of 2026?
What is Nasus Pharma’s (NSRX) current cash position and runway?
What financing did Nasus Pharma (NSRX) complete in 2026?
What are the key clinical milestones for Nasus Pharma’s NS002 program?
Is there a going concern risk disclosed for Nasus Pharma (NSRX)?
Who is the current CEO of Nasus Pharma (NSRX) and when was he appointed?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission
File Number:
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
This Report of Foreign Private Issuer on Form 6-K of Nasus Pharma Ltd. (the “Company”) includes: (i) the Company’s condensed consolidated unaudited interim financial statements as of and for the six months ended June 30, 2026, attached as Exhibit 99.1; (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the six months ended June 30, 2026, attached as Exhibit 99.2; and (iii) a press release issued by the Company on August 17, 2026 titled “Nasus Pharma Reports First Half 2026 Financial Results and Provides Business Update”, which is attached hereto as Exhibit 99.3.
Incorporation by Reference
This Report on Foreign Private Issuer on Form 6-K (other than the second paragraph of Exhibit 99.3 furnished herewith) is incorporated by reference into the Company’s Registration Statement on Form S-8 (File Nos. 333-296252), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
| EXHIBIT INDEX | ||
| Exhibit No. | ||
| 99.1 | Condensed Consolidated Unaudited Interim Financial Statements as of and for the Six Months Ended June 30, 2026. | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operation as of and for the Six Months Ended June 30, 2026. | |
| 99.3 | Press Release dated August 17, 2026 titled “Nasus Pharma Reports First Half 2026 Financial Results and Provides Business Update” | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NASUS PHARMA LTD. | ||
| Date: August 17, 2026 | By: | /s/ Brendan O’Grady |
| Name: | Brendan O’Grady | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
NASUS PHARMA LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026
UNAUDITED
U.S DOLLARS IN THOUSANDS
INDEX
| Unaudited Interim Condensed Consolidated Balance Sheets | F-2 |
| Unaudited Interim Condensed Consolidated Statements of Operations | F-3 |
| Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) | F-4 |
| Unaudited Interim Condensed Consolidated Statements of Cash Flows | F-5 |
| Notes to Unaudited Interim Consolidated Financial Statements | F-6 |
| F-1 |
NASUS PHARMA LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in U.S. dollars in thousands, except share and per share amounts)
| June 30, 2026 | December 31, 2025 | |||||||
| Asset | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Short-term deposit | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Right-of-use assets | ||||||||
| Property and equipment, net | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued
expense and other current liabilities (of which $ | ||||||||
| Current operating lease liabilities | ||||||||
| Current liabilities related to discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Noncurrent operating lease liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies (see Note 5 ) | ||||||||
| Shareholders’ equity | ||||||||
| Ordinary Shares, par value; shares authorized. and shares issued as of June 30,2026 and December 31, 2025, respectively. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-2 |
NASUS PHARMA LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in U.S. dollars in thousands, except share and per share amounts)
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses: | ||||||||
| Research
and development (of which $ | $ | $ | ||||||
| General
and administrative (of which $ | ||||||||
| Total operating expenses | ||||||||
| Operating loss from continuing operations | ( | ) | ( | ) | ||||
| Change in fair value of convertible securities | ( | ) | ||||||
| Interest income | ||||||||
| Other expenses, net | ( | ) | ( | ) | ||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Net income (loss) from discontinued operations | ( | ) | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Per share data | ||||||||
| Loss per share attributable to shareholders: | ||||||||
| Basic | $ | ( | ) | $ | ( | ) | ||
| Diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average Ordinary Shares outstanding – basic | ||||||||
| Weighted average Ordinary Shares outstanding – diluted | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
NASUS PHARMA LTD.
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’
EQUITY (DEFICIT)
(Amounts in U.S. dollars in thousands, except share and per share amounts)
| Additional | ||||||||||||||||||||
| Ordinary Shares* | Paid- in | Accumulated | Shareholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Shared based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||
| Additional | ||||||||||||||||||||
| Ordinary Shares | Paid- in | Accumulated | Shareholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance as of December 31, 2025 | ( | ) | ||||||||||||||||||
| Issuance of Ordinary Shares and Ordinary Warrants in a private placement (see Note 1d) | ||||||||||||||||||||
| Shared based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2026 | ( | ) | ||||||||||||||||||
| * |
The accompanying notes are an integral part of these financial statements.
| F-4 |
NASUS PHARMA LTD. AND ITS SUBSIDIARY
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended June 30, | ||||||||
| (Amounts in U.S. dollars in thousands) | 2026 | 2025 | ||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Less: Net loss (income) from discontinued operations | ( | ) | ||||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile loss from continuing operations to net cash used in operating activities: | ||||||||
| Share-based compensation | ||||||||
| Change in fair value of convertible securities | ||||||||
| Effect of exchange rates | ( | ) | ||||||
| Change in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Non- cash lease expense | ||||||||
| Operating lease liabilities | ( | ) | ||||||
| Accrued expense and other current liabilities | ( | ) | ||||||
| Cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities from discontinued operations | ( | ) | ||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| Cash flows from investing activities: | ||||||||
| Short-term deposit | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ||||||
| Cash used in investing activities from continuing operations | ( | ) | ||||||
| Cash used in investing activities from discontinued operations | ||||||||
| Cash used in investing activities | $ | ( | ) | $ | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of convertible securities (of which $0 and $50 are with related parties in 2026 and 2025, respectively) | ||||||||
| Payments in connection with initial public offering costs | ( | ) | ( | ) | ||||
| Proceeds from issuance of Ordinary Shares and Ordinary Warrants in a private placement, net | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Cash used in financing activities from discontinued operations | ||||||||
| Net cash provided by financing activities | $ | |||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||
| Supplemental disclosure of non-cash financing activities: | ||||||||
| Offering cost included in accrued expense and other current liabilities | $ | |||||||
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets to the total of the same such amounts shown on the statements of cash flows.
| June 30, 2026 | June 30, 2025 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| F-5 |
NASUS PHARMA LTD. AND ITS SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars in thousands, except share and per share amounts)
| NOTE 1: | ORGANIZATION AND NATURE OF THE BUSINESS |
| a. | Description of the Business |
Nasus Pharma Ltd. (the “Company”) was incorporated in May 2019 under the laws of the State of Israel. The Company is a clinical stage specialty pharmaceutical company focused primarily on the development of innovative intranasal products . The Company is developing a powder-based intranasal technology with a specialized product portfolio to address acute medical conditions and public health threats. The Company’s lead product candidate is NS002, an intranasal powder Epinephrine nasal spray for the treatment of type 1 severe allergies and anaphylaxis. The Company has also been developing NS001, an intranasal naloxone powder nasal spray for the treatment of opioid overdose. In addition, the Company is developing NS003, an intranasal powder formulation of ondansetron for the treatment of chemotherapy-induced and postoperative nausea and vomiting. Following the successful completion of its Phase 3 clinical trial, the Company has paused development activities for NS001 and is evaluating potential partnering opportunities and strategic alternatives for the program.
The Company has a wholly-owned subsidiary in Delaware, Nasus Pharma, Inc., which has had no operations since its incorporation in June 2026. The Company incorporated the subsidiary for future anticipated activity in the United States.
| b. | Liquidity and Going Concern |
The financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
Since inception, the Company has devoted substantially all of its efforts to business planning, research and development, conducting clinical trials and securing capital resources. The Company remains in the development and clinical stage and has not generated revenue from its product candidates to date. As a result, the magnitude of future operating losses and the timing of achieving profitability remain uncertain.
During
the six months ended June 30, 2026, the Company incurred a net loss of $
The
Company has funded its operations to date primarily through equity financing and the issuance of convertible securities in the form of
simple agreements of future equity (“SAFE”) (see Note 3). Additionally, on August 14, 2025, the Company successfully completed
its initial public offering (“IPO”), and, on September 30, 2025, closed on a partial exercise of the over-allotment option
by the underwriters of its IPO, raising an aggregate of $
Additional funding will be required to complete the Company’s research and development and clinical trials, to attain regulatory approvals, to begin the commercialization efforts of the Company’s products and to achieve a level of sales adequate to support the Company’s cost structure. While the Company has been able to raise outside capital in the past, there is no assurance that it will be able to successfully obtain additional financing on a timely basis in terms acceptable to the Company.
Management expects that the Company will continue to generate losses from the clinical development and regulatory activities of its product candidates, which would result in negative cash flow from operating activity. This has led management to conclude that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty
| c. | Stock split |
On
August 6, 2025, the Company effected a forward share split at a ratio of
| d. | Initial Public Offering and Private Placement |
On
August 14, 2025, the Company closed its IPO of Ordinary Shares, at a price of $ per share and on September 30, 2025, the
Company closed on a partial exercise of the underwriters’ over-allotment option to purchase additional Ordinary Shares, at
a price of $ per share, resulting in total gross proceeds from the IPO of $
In
addition, pursuant to the terms of the underwriting agreement for the IPO, the underwriter was granted
On
February 10, 2026, the Company entered into a definitive securities purchase agreement (the “Securities Purchase Agreement”),
for a private placement of Ordinary Shares and Ordinary Warrants (the “February 2026 Private Placement”). Pursuant to the
Securities Purchase Agreement, certain investors purchased
The
Ordinary Warrants have an exercise price of $
| F-6 |
NASUS PHARMA LTD. AND ITS SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars in thousands, except share and per share amounts)
| NOTE 2: | SIGNIFICANT ACCOUNTING POLICIES |
Basis of presentation - The accompanying interim Condensed Consolidated financial statements of the Company are unaudited. These interim Condensed Consolidated financial statements have been prepared in accordance with U.S. GAAP and the applicable rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
The December 31, 2025 condensed consolidated balance sheet was derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to state fairly the Company’s financial position, results of operations, and cash flows for the interim periods. The interim results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026, or for any other future annual or interim period.
The unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes of the Company for the year ended December 31, 2025. The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2025, are applied consistently in these interim condensed consolidated financial statements.
Use of estimates
The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant items subject to such estimates and assumptions include identifying the existence of embedded derivatives, share-based compensation and the determination of the fair value of the Company’s Ordinary Shares, share options and the fair value of convertible securities. Management believes that the estimates, and judgments they made, are reasonable based upon information available to them at the time that these estimates and judgments are made. To the extent that there are material differences between these estimates and actual results, the Company’s condensed consolidated financial statements will be affected.
Recently Adopted Accounting Standards
As an emerging growth company, the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election.
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Tax (Topic 740): Improvements to Income Tax Disclosures, which amended disclosure requirements for income taxes. The primary changes from this update relate to improvements over income tax disclosures related to the rate reconciliation, income taxes paid and other disclosures. The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial statements.
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Income Statement— Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. This update aims to enhance the transparency of financial reporting by requiring public business entities (PBEs) to provide disaggregated disclosure of certain income statement expense captions into specified categories in disclosures within the footnotes to the consolidated financial statements. The ASU is effective for annual fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. Adoption of this ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
| NOTE 3: | CONVERTIBLE SECURITIES |
| a. | The Company has raised funds through the issuance of SAFEs. |
A SAFE requires conversion into shares of the Company upon the occurrence of certain events, or at the maturity date of the SAFE. The number of shares to be issued upon conversion of the SAFE are not fixed and will be dependent upon the nature of the event that occurred that resulted in its conversion, the fair value of shares as of the event’s date, and other factors as defined in the related agreement.
SAFEs are classified as a liability and the Company elected the fair value option in accordance with ASC 825, Financial Instruments (“ASC 825”). Accordingly, the liability is adjusted to fair value at each balance sheet date, with the change in fair value being recorded as change in fair value of convertible securities within the statements of operations. The Company reclassifies the SAFE amount from liability to equity once it converts into Ordinary Shares.
| F-7 |
NASUS PHARMA LTD. AND ITS SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars in thousands, except share and per share amounts)
| b. | On April 9, 2024, the Board of Directors approved the issuance
of additional SAFEs to certain shareholders and third parties up to the maximum aggregate amount of $ |
The Company’s IPO triggered the conversion of the 2024 SAFEs into Ordinary Shares and the 2024 SAFE were converted into Ordinary Shares.
| c. | The Company measured the 2024 SAFEs upon receiving the cash and on each period end at its fair value in accordance with ASC 825-10 with the changes in fair value reported in the condensed consolidated statements of operations. |
The SAFEs were valued at the end of the period using a probability-weighted expected return model, which incorporated significant unobservable inputs.
The Company used the following significant inputs in measuring the SAFEs:
| June 30, 2025 | ||||
| Fair value of Ordinary Share* | $ | |||
| Weighted average cost of capital | % | |||
| Risk free rate | % | |||
| Time to maturity | ||||
| * |
| NOTE 4: | FAIR VALUE MEASUREMENTS |
The changes in the fair value of the Company’s Level 3 financial liabilities, which are measured on a recurring basis are as follows:
| Convertible securities | ||||
| January 1, 2025 | $ | |||
| Proceeds from issuance of SAFEs | ||||
| Change in fair value of convertible securities | ||||
| June 30, 2025 | $ | |||
There were no SAFE liabilities outstanding as of June 30, 2026 (see Note 3).
There were no transfers between fair value measurement levels during the six-months ended June 30, 2026 and year ended December 31, 2025.
The estimated fair value of the Company’s cash and cash equivalents, short term deposits, restricted cash, other current assets, accounts payable, accrued expense and other current liabilities approximates their carrying values as these financial instruments are highly liquid or short-term in nature.
| F-8 |
NASUS PHARMA LTD. AND ITS SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars in thousands, except share and per share amounts)
| NOTE 5:- | CONTINGENT LIABILITIES AND COMMITMENTS |
Litigation
| a. | From time to time, the Company may be involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. The Company discloses pending claims and legal proceedings litigation if the Company believes a possibility exists that the claims and legal proceedings litigation will have a material effect on its financial results. Legal costs are accounted for as they are incurred. |
| b. | In
May 2022, the Company received a letter from a supplier associated with the Taffix business,
which demanded that the Company pay professional fees billed to the Company in connection
with services provided by the supplier. In August 2022, the supplier commenced legal proceedings
in the magistrate court of Tel Aviv, in an amount of $ |
Commitments
| a. | In
May 2019, the Company entered into a license agreement (“License Agreement”)
with Formulex Pharma Innovations Ltd. (“Formulex”). Formulex is an Israeli corporation,
owned by the Company’s shareholders, Mr. Ehud Gilboa, Dr. Dalia Megiddo and Dr. Ronnie
Herschman. Pursuant to the License Agreement, Formulex granted the Company a license for
the development, manufacture and commercialization of Formulex’s patent for dry powder
compositions for intranasal delivery and rights in the know-how of its intranasal and inhaled
formulations, combination products, and particle engineering, together, the Licensed Products.
Also pursuant to the License Agreement, the Company pay Formulex royalties of the Licensed
Products in the amount of |
In
June 2019, the Company entered into a service agreement with Formulex, as subsequently amended in March 2020 (the “2019 Formulex
Service Agreement”), to facilitate the flow of information and know how, as well as help develop the Company products. The Company
agreed to pay a monthly fee of $
On
September 8, 2025, the Company entered into a services agreement with Formulex where the Company would pay a monthly fee of $
In
connection with the same, Formulex provided the Company with non-recurring development services in the six months ended June 30, 2026
and 2025 for additional fees of $
In December 2024, the Company signed an additional agreement with Formulex to provide services which support the Company in providing
services to the governmental body. An amount of $
On
March 23, 2026, the Company entered into a services agreement with Formulex for the formulation, development, analytical method qualification,
GMP manufacturing, batch release, and stability testing services for the Company’s Ondansetron Nasal Powder. Under the agreement,
Formulex will manufacture up to 200 investigational drug product devices and perform related analytical and stability services in accordance
with the agreed scope of work. The Company will compensate Formulex based on the agreed project milestones and payment schedule set forth
in the agreement. An amount of $
| b. | In
July 2024, the Company entered in a non-recurring research arrangement with a government
body to perform research and development activities in connection with a new formulation,
that is intended to be used through intranasal delivery. As of June 30, 2025, the research
and development activity related to that arrangement have commenced, and an amount of $ |
| c. | In September 2019, the Company entered into a master service agreement and schedules of work (the “2019 Aptar Agreement”) with Aptar Group Inc. (“Aptar”) under which Aptar granted the Company technology access to co-development and support for the development and submissions to regulatory bodies of intranasal to deliver NS001 and NS002 using Aptar’s technology. |
| F-9 |
NASUS PHARMA LTD. AND ITS SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars in thousands, except share and per share amounts)
The
2019 Aptar Agreement had an early termination fee in case the Company terminate NS001 or NS002 programs for whatever reason, other than
a breach of the agreement by Aptar, of $
In
April 2021, the Company entered into an agreement with Aptar’s subdivision, NextBreath, which was subject to terms and conditions
of the 2019 Aptar Agreements, to perform laboratory and development services in connection with NS001. For the services received under
the 2019 Aptar Agreement by April 2022, there was an amount of $
On
June 15, 2022, Aptar sent Nasus a Notice of Default Letter, which followed by Notice of Termination Letter sent on October 5, 2022, in
which Aptar claimed for alleged breach of the contractual obligations of the Aptar Agreement made by Nasus and stated the outstanding
amounts of $
In
October 2025, the Company and Aptar entered into a Termination and Settlement Agreement (the “Termination Agreement”) pursuant
to which the Company and Aptar agreed to (i) terminate the 2019 Aptar Agreements, and (ii) fully and finally resolve and settle all outstanding
disputes relating to the 2019 Aptar Agreements. Pursuant to the Termination Agreement, the Company paid Aptar $
In
October 2025, the Company and Aptar concurrently entered into a new master service agreement and schedules of work (the “New Aptar
Agreement”) in which Aptar granted the Company technology access to co-development and support for the development and submissions
to regulatory bodies of intranasal to deliver NS002 using Aptar’s technology. In connection with the New Aptar Agreement, the Company
is required to pay Aptar up to $
In
addition, in October 2025, the Company entered into a short-form supply agreement (the “Supply Agreement”) with Aptar relating
to NS002. Pursuant to the Supply Agreement, and subject to approval of the underlying product by the FDA, Aptar will serve as the Company’s
exclusive supplier of unit dose powder nasal delivery system devices, and the Company has agreed to purchase 100% of its requirements
for such devices from Aptar for use in the Company’s Epinephrine products. The Supply Agreement has an initial term of five years
and is renewable for an additional two-year period. The Supply Agreement also sets forth pricing on a per-component basis. Initial payment
of $
| d. | In August 2025, the Company entered into a consulting agreement
with Capital Point Ltd. (“Capital Point”) pursuant to which Capital Point agreed to provide the Company certain investor
relations, public relations services and business development related services in connection with all of the Company’s product
candidates. Capital Point provided such services to the Company through June 2026 for an aggregate consideration of $ |
| NOTE 6:- | SEGEMENT REPORTING |
Segment
information is prepared on the same basis that the Company’s chief operating decision maker (“CODM”), the Chief Executive
Officer, manages the business, makes business decisions and assesses performance. The Company has
The CODM assesses performance for this segment and decides how to allocate resources based on net loss. The measure of segment assets is reported on the balance sheet as cash and cash equivalents. The Chief Executive Officer performs the assessment of segment performance by using the reported measure of segment profit or loss to monitor actual results.
The table below summarizes the significant expense categories regularly reviewed by the CODM for the six-months ended June 30, 2026 and 2025.
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Significant segment expenses: | ||||||||
| Payroll and payroll related (*) | ||||||||
| Subcontractors and consultants (*) | ||||||||
| Professional services (*) | ||||||||
| Other | ||||||||
| Other segment items: | ||||||||
| Share-based compensation | ||||||||
| Loss (income) from change in fair value of convertible securities | ||||||||
| Interest income | ( | ) | ||||||
| Other expense, net | ||||||||
| Deferred issuance costs | ( | ) | ||||||
| Net loss (income) from discontinued operations | ( | ) | ||||||
| Net loss | $ | |||||||
| (*) |
| F-10 |
NASUS PHARMA LTD. AND ITS SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars in thousands, except share and per share amounts)
| NOTE 7:- | NET LOSS PER SHARE ATTRIBUTABLE TO SHAREHOLDER |
Basic net loss per share is computed using the weighted average number of shares of Ordinary Shares outstanding for the period. Diluted net loss per share reflects the effect of the assumed exercise of any share options, and the conversion of any convertible securities, in each case only in the periods in which such effect would have been dilutive.
For the six months and year ended June 30, 2026 and June 30, 2025, net loss per share amounts were the same for Ordinary Shares, Class A Ordinary Shares, Class A-1 Ordinary Shares, Class A-2 Ordinary Shares, Class A-3 Ordinary Shares, Class A-3A Ordinary Shares and Class A-3B Ordinary Shares because the holders of each class are entitled to equal per share dividends.
Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Numerator: | ||||||||
| Loss from continuing operations | ||||||||
| Net loss (income) from discontinued operations | ( | ) | ||||||
| Net loss attributable to holders of Ordinary Shares | $ | $ | ||||||
| Loss from continuing operations | ||||||||
| Net loss (income) from discontinued operations | ( | ) | ||||||
| Net loss attributable to holders of Ordinary Shares and assumed conversions | $ | $ | ||||||
| Denominator*: | ||||||||
| Weighted-average number of Ordinary Shares used to compute net loss per share, basic | ||||||||
| Weighted-average number of Ordinary Shares used to compute net loss per share, diluted*** | ||||||||
| Net income (loss) per share, basic: | ||||||||
| Continuing operations | ( | ) | ( | ) | ||||
| Discontinued operations | ( | ) | ( | ) | ||||
| Net loss per share, basic | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) per share, diluted: | ||||||||
| Continuing operations | ( | ) | ( | ) | ||||
| Discontinued operations | ( | ) | ( | ) | ||||
| Net loss per share, diluted | $ | ( | ) | $ | ( | ) | ||
| *** |
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Share options | ||||||||
| Ordinary Warrants | ||||||||
| Underwriter Warrants | ||||||||
| 2024 SAFE* | ||||||||
| ● |
| F-11 |
NASUS PHARMA LTD. AND ITS SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars in thousands, except share and per share amounts)
NOTE 8:- RELATED PARTIES
| a. | Mr. Udi Gilboa and Dr. Dalia Megiddo are shareholders and each hold approximately % of the Company’s issued and outstanding Ordinary Shares as of June 30, 2026. Mr. Gilboa is the Chairman of the Board of Directors and Dr. Megiddo is a member of the Board of Directors, Chief Development Officer and Chief Medical Officer, and the former Chief Executive Officer (until January 6, 2025). |
| b. | Dr. Ronnie Hershman is a member of the Board of Directors and beneficially holds approximately % of the Company’s issued and outstanding Ordinary Shares as of June 30, 2026. |
| c. |
In March 2025, the shareholders and the Board of Directors approved compensation adjustments upon completion of the IPO to Mr. Udi Gilboa, as follows:
In March 2025, the Board of Directors and the shareholders approved compensation adjustments upon completion of the IPO to Dr. Dalia Megiddo, as follows:
For
the six months ended June 30, 2026 and 2025, management fees for Mr. Gilboa in the total amount of $
For
the six months ended June 30, 2026 and 2025, management fees for Dr. Dalia Megido in the amount of $
| F-12 |
NASUS PHARMA LTD. AND ITS SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars in thousands, except share and per share amounts)
| d. | Mr.
Gilboa subleased office space for a monthly fee of NIS |
| e. | Mr.
Gilboa, Dr. Megiddo and Dr. Ronnie Hershman have all participated in SAFEs issued by the
Company (see Note 3). Mr. Gilboa, Dr. Megiddo and Dr. Hershman invested $ |
| f. | Mr.
Gilboa, Dr. Megiddo and Dr. Ronnie Hershman invested $ |
| g. | Mr. Gilboa, Dr. Megiddo and Dr. Hirshman are major shareholders of Formulex which granted services and additional services and license to the Company (see Note 6). |
| h. | In
January 2025, |
In
March 2025,
On July 22, 2026, Mr. Dan Teleman and the Company entered into mutual separation agreement (see Note 11).
| i. | Mr.
Gilboa and Dr. Ronnie Hershman invested $ |
In
addition, Mr. Udi Gilboa received a bonus of
| j. | The following related party balances are included in the balance sheets: |
| June 30, 2026 | December 31, 2025 | |||||||
| CURRENT LIABILITIES: | ||||||||
| Trade payables | $ | |||||||
| Accrued expense and other current liabilities | $ | $ | ||||||
| k. | The following related party transactions are included in the statements of operations: |
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Research and development | $ | $ | ||||||
| General and administrative | $ | $ | ||||||
| NOTE 9:- | DISCONTINUED OPERATIONS |
During 2020, the Company’s research and development team in Israel developed a nasal powder that creates a hostile microenvironment in the nose where many airborne viruses can’t survive, which was marketed as Taffix (“Taffix”). At the end of 2021, the Company started the wind-down of Taffix by selling off all the manufacturing equipment, ceasing marketing efforts, seeking alternatives, fulling final orders but not accepting new orders, disposal of inventory and terminating of engagements with employee contractors and manufacturers. As of December 2022, the Company was no longer engaged in the development, production, marketing or sales of Taffix.
| F-13 |
NASUS PHARMA LTD. AND ITS SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars in thousands, except share and per share amounts)
In accordance with applicable accounting guidance, the results of Taffix are presented as net income (loss) from discontinued operations in the statements of operations. Further, the Company reclassified the liabilities of Taffix current liabilities related to discontinued operations on the balance sheets as of June 30, 2026 and December 31, 2025. The statements of cash flows are presented on a basis for both continuing operations and discontinued operations.
The following table presents key components of “Net income (loss) from discontinued operations”:
| Six Months Ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| Other income (expense), net | ||||||||
| Net income (loss) from discontinued operations | $ | $ | ||||||
The following table presents liabilities that are classified as discontinued operations on the balance sheets:
| June 30, 2026 | December 31, 2025 | |||||||
| Liabilities | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expense and other current liabilities | ||||||||
| Advances from customers | ||||||||
| Current liabilities related to discontinued operations | $ | $ | ||||||
| NOTE 10: | OTHER SIGNIFICANT EVENTS DURING THE PERIOD |
| a. | In
January 2025, |
In
January 2025, the Company granted the CEO and Oren Elmaliach, its Director of Finance, share options and share options,
respectively, to purchase Class Ordinary Shares at an exercise price of $.
In
March 2025,
In July 24, 2026, the Company’s entered into a mutual separation agreement with Mr. Dan Teleman, pursuant to which he agreed to resign from his position of Chief Executive Officer of the Company and from the Company’s Board of Directors, effective July 22, 2026.(see Note 11).
| b. | On March 17, 2025, the shareholders approved the following changes to the Company’s share capital, which took place on August 12, 2025, or the effective date of the registration statement on Form F-1 in connection with the IPO: |
| 1. | All shares of Class A Ordinary Shares, Class A-1 Ordinary Shares, Class A-2 Ordinary Shares, Class A-3 Ordinary Shares, Class A-3A Ordinary Shares and Class A-3B Ordinary Shares were converted into Class Ordinary Shares on a ratio of 1-for-1; |
| 2. | The par value of its Class Ordinary Shares was changed so that the Class Ordinary Shares have no par value; and |
| 3. | The Company’s increased the authorized Class Ordinary Shares by thousand shares. Following the increase, the Company’s authorized capital shares consisted of shares of Class Ordinary Shares, no par value. |
| c. | On February 10, 2026, the Company entered into Securities Purchase Agreement, for a private placement of Ordinary Shares and Ordinary Warrants (see Note 1d). |
| d. | On March 5, 2026, the shareholders of the Company approved: |
| 1. | An
increase of the Company’s authorized share capital to |
| 2. | A U.S subplan for U.S. persons to the 2019 Plan of up to options; |
| 3. | Equity
grants to the non-executive directors of an aggregate amount of options. The options
have an exercise price of $ |
| 4. | An
equity grant to the CFO of an aggregate amount of options. The options have an exercise
price of $ |
| 5. | A
$ |
| e. | On March 5, 2026, the Board of Directors approved the grants of an aggregate amount of options to certain employees and advisors of the Company. |
| F-14 |
NASUS PHARMA LTD. AND ITS SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars in thousands, except share and per share amounts)
| NOTE 11: | SUBSEQUENT EVENTS |
| a. | In
July 24, 2026, the Company’s entered into a mutual separation agreement with Mr. Dan
Teleman, pursuant to which he agreed to resign from his position of Chief Executive Officer
of the Company and from the Company’s Board of Directors, effective July 22, 2026.
Pursuant to the mutual separation agreement, the Company is obligated to pay contractual
compensation and statutory employment benefits, including accrued but unpaid salary and vacation
entitlements. In addition, the Board of Directors approved an annual bonus of $ |
| b. | Subsequently, the Board of Directors appointed Mr. Brendan P. O’Grady as the Company’s CEO, effective July 27, 2026. Mr. O’Grady is entitled to an annual base salary of $. In addition to the base salary, Mr. O’Grady is eligible for an annual bonus. The maximum amount of the annual bonus shall be equal to fifty percent (50%) of the base salary. |
Under
the agreement, if, during the term, the Company completes a sale of all its assets or undergoes a change in control, Mr. O’Grady
will be entitled to a bonus of $
Mr. O’Grady is also entitled to stock options subject to a three-year time-based vesting schedule of which one-third (1/3) vesting on the anniversary date while the remaining two-thirds (2/3) vesting in the three (3) month intervals of options each, beginning with the fifteen (15) month anniversary of the effectivity date until fully vested upon the eight (8th) and final interval. The stock options have exercise prices of $, $, and $ per share for each respective one-third tranche of the award.
Finally, Mr. O’Grady is also entitled to additional stock options with milestone-based vesting:
| a. | additional options shall be granted and shall vest upon the exercise of at least eighty percent (%) of the Ordinary Warrants issued to the February 2026 Private Placement investors; and |
| b. | additional options shall be granted and shall vest upon full regulatory approval of the Company’s epinephrine product. |
Mr. O’Grady’s compensation package was approved by the Board of Directors, and remains subject to the approval of the Company’s shareholders.
| F-15 |
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and the related notes thereto as of and for the six months ended June 30, 2026, included elsewhere in this Report of Foreign Private Issuer on Form 6-K. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties.
Cautionary Statement Regarding Forward-Looking Statements
Certain information included herein may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.
These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.
Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:
| ● | the regulatory pathways that we may elect to utilize in seeking European Medicines Agency, or EMA, Food and Drug Administration, or FDA, and other regulatory approvals; |
| ● | obtaining EMA and FDA approval of, or other regulatory action in Europe or the United States and elsewhere with respect to Intranasal Epinephrine, Intranasal Naloxone or other product candidates that we may seek to develop; |
| ● | the commercial launch and future sales of Intranasal Epinephrine or any other future product candidates; |
| ● | our expectations regarding the timing of commencing further clinical trials, the process entailed in conducting each such trial, including dosages, and the order of such trials with each of our product candidates or whether such trials will be conducted at all; |
| ● | third-party payor reimbursement for Intranasal Epinephrine; |
| ● | our estimates regarding anticipated expenses, capital requirements, and our needs for additional financing; |
| ● | changes to the patient market size and market adoption of Intranasal Epinephrine by physicians and patients; |
| ● | the timing, cost, regulatory approvals or other aspects of the commercial launch of Intranasal Epinephrine and Intranasal Naloxone; |
| ● | submission of a Marketing Authorization Application, or MAA, and New Drug Application, or NDA, with the EMA and FDA for Intranasal Epinephrine; |
| 1 |
| ● | completion and receiving favorable results of clinical trials for Intranasal Epinephrine and Intranasal Naloxone; |
| ● | our ability to raise capital through the issuance of additional securities; |
| ● | issuance of patents to us by the U.S. PTO and other governmental patent agencies and our ability to maintain, protect, and enhance our intellectual property; |
| ● | the development and commercialization, if any, of any other product candidates that we may seek to develop; |
| ● | our ability of our management team to lead the development of our product candidates; |
| ● | our expectations regarding licensing, acquisitions, and strategic operations; |
| ● | general market, political and economic conditions in the countries in which we operate, including those related to recent unrest and actual or potential armed conflict in Israel and other parts of the Middle East, such as the multi-front war Israel is facing; |
| ● | projected capital expenditures and liquidity; |
| ● | the impact of competition and new technologies; |
| ● | changes in our strategy; and |
| ● | litigation. |
| 2 |
These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. For a more detailed description of the risks and uncertainties affecting us, reference is made to our Annual Report on Form 20-F for the year ended December 31, 2025, or our Annual Report, which was filed with the SEC on March 25, 2026, and the other risk factors discussed from time to time by us in reports filed or furnished to the SEC.
Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Report of Foreign Private Issuer on Form 6-K.
Unless otherwise indicated, all references to “we,” “us,” “our,” the “Company” and “Nasus” refer to Nasus Pharma Ltd. and our wholly-owned subsidiary, Nasus Pharma, Inc. Our reporting and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this Report of Foreign Private Issuer on Form 6-K to “NIS” are to New Israeli Shekels and references to “dollars” or “$” are to U.S. dollars. We prepare and report our financial statements in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.
Overview
We are a clinical-stage specialty pharmaceutical company focused on the development of innovative intranasal drugs. Intranasal administration is especially suitable for medical emergencies when prompt drug administration is critical, since the nose is lined up with a very rich vascular bed enabling quick drug absorption. We are developing a unique powder-based intranasal, or PBI, technology with a specialized product portfolio to address acute medical conditions and public health threats. We believe that PBI may be superior over liquid-based solutions due to potentially significantly higher dispersion of powder throughout the nasal cavity, thus creating a larger absorption area and enabling more rapid and higher drug absorption. In addition, the uniform spherical powder particles of our proprietary formulation may enhance the consistency and reliability of the delivered dose. The initial clinical trials of our PBI products involving different molecules performed thus far have demonstrated quicker and higher drug absorption over similar solution-based nasal products. However, to date we have only tested our product candidates on a relatively small patient population and none of our products have been approved by the FDA. Prior to obtaining FDA approval of any of our product candidates, we will need to perform additional clinical testing of our product candidates to confirm any benefits and advantages our products may have over similar nasal products.
Our mission is to offer better protection to patients during acute, severe and life-threatening medical conditions by an effective, user-friendly and immediately active PBI specialized products. To help achieve this we are focused on developing NS002, an Intranasal Epinephrine, and we have also been developing NS001, an Intranasal Naloxone, which we have paused, planning to pursue partnering opportunities for further development of NS001. We currently have no FDA-approved products. Development and regulatory approval of NS002 and NS001 will require significant costs and our success will depend, in part, on gaining market acceptance. In order to gain market acceptance in the United States, we will require specific approval from the FDA for our product candidates. We intend to seek approval of NS002 as an approved molecule and a new delivery route (with EpiPen autoinjector as the reference device) under Section 505(b)(2) of the Federal Food, Drug and Cosmetic Act, or FFDCA, and the comparable hybrid pathway in the European Union, or EU, though the FDA may not agree our candidates satisfy the requirements. To date we have conducted a twelve-patient pilot study and a twelve patients Phase 2 study of NS002 which was not powered for statistical significance. In trials not powered for statistical significance, there is a high chance that observed effects may not be accurate due to small sample size. The pharmacokinetic, or PK, results of our Phase 2 study are in line with the known attributes of our nasal powder technology, namely: immediate absorption of Epinephrine and reaching higher peak plasma Epinephrine levels quicker compared to intramuscular, or IM, Epinephrine injections. In November 2025, we launched an additional Phase 2 study for NS002 in Canada, an open-label, fixed-sequence trial designed to evaluate the pharmacokinetic parameters and hemodynamic responses of NS002 compared to EpiPen in 50 healthy adults with a history of allergic rhinitis. We intend to conduct a pivotal clinical Phase 3 study that will include a subsection of self-administration, prior to submission to the FDA for marketing approval. We also intend to separately perform various stability, reliability, usability, preclinical and pediatric studies. We have not yet made an investigational new drug, or IND, application for NS002. IND submission for NS002 is planned for the third quarter of 2026 following the completion of the additional Phase 2 studies.
In addition, we are developing NS003, our proprietary intranasal powder formulation of ondansetron, for the treatment of chemotherapy-induced and post-operative nausea and vomiting. In June 2026, we announced positive results from completed preclinical animal studies of NS003, which demonstrated a pharmacokinetic profile comparable to intravenous ondansetron and a favorable safety profile. We plan to initiate a first-in-human pharmacokinetic study in the third quarter of 2026.
| 3 |
Our platform technology can also be incorporated into other products as it has been tested with additional preclinical and in-vitro molecules based on our proprietary nasal powder formulation and technology, including intranasal midazolam powder nasal spray for the treatment of acute seizures, intranasal atropine powder nasal spray for the treatment of organophosphate poisoning and intranasal ondansetron powder nasal spray for the treatment of intractable vomiting. Competition in the pharmaceutical industry is intense, with many competitors possessing greater resources, experience and market presence.
The following graphic depicts the stages of development of our products and potential products.
Epinephrine
To
date, we have incurred significant operating losses, generated no revenues from existing products and as of June 30, 2026 our accumulated
deficit was
Recent Developments
February 2026 Private Placement
On February 10, 2026, we entered into a definitive securities purchase agreement, or the Securities Purchase Agreement, for a private placement financing, or the February 2026 Private Placement. Pursuant to the Securities Purchase Agreement, we agreed to issue and sell to certain institutional and accredited investors 2,695,425 of our Ordinary Shares and Ordinary Warrants to purchase up to 2,695,425 Ordinary Shares, or the Ordinary Warrants, at a combined purchase price of $5.565 per share and accompanying Warrant. The Ordinary Warrants have an exercise price of $6.53 per share, were immediately exercisable, and expire upon the earlier of two years from the date of issuance and 30 trading days following our announcement of the top-line results of the our NS002 pivotal study. The February 2026 Private Placement resulted in gross proceeds to us of $15.0 million, before deducting placement agent fees and other expenses. Exercise of the Ordinary Warrants in full would result in an additional $17.6 million in gross proceeds to us.
Appointment of Chief Executive Officer
On July 27, 2026, we appointed Mr. Brendan O’Grady as our Chief Executive Officer. Mr. O’Grady brings more than three decades of executive leadership experience in global biotechnology and pharmaceutical industries to our executive leadership team.
Components of Our Results of Operations
Operating Expenses
Our current operating expenses consist of two components — research and development expenses and general and administrative expenses.
| 4 |
Research and Development Expenses
Research and development expenses consist primarily of costs incurred in connection with our research and development activities. This includes conducting clinical trials and preclinical studies, manufacturing development efforts and activities related to regulatory filings for product candidates, as well as overhead costs. Our research and development expenses primarily consist of:
● salaries and personnel-related costs, including benefits and share-based compensation expense, for our scientific personnel for executing clinical trials, preclinical studies, regulatory activities and for performing research and development activities;
● costs related to executing clinical trials and preclinical studies;
● costs of third-party clinical consultants and expenses related to conducting clinical and pre-clinical trials;
● costs related to acquiring, developing and manufacturing materials for such clinical trials and preclinical studies; and
● other related overhead costs.
Research and development expenses are expensed as incurred except for share based compensation expenses which are accounted in accordance with ASC Topic 718, “Compensation-Stock Compensation. We record accrued expenses for research and development activities conducted, on our behalf, by third-party service providers, which include the performance of clinical trials and the conduct of preclinical studies. We record these accrued expenses based upon research and development activities performed by such third-party service providers and reported to us, and we include these costs in accrued liabilities in the consolidated balance sheets and within research and development expense in the consolidated statements of operations.
From inception through June 30, 2026, we have incurred approximately $16.3 million in research and development expenses to advance the development of our product candidates, as well as other preclinical research and development programs. Substantially all of our research and development expenses for the six months ended June 30, 2026 and 2025 were related to the development of NS001 and NS002.
We expect our research and development expenses to increase materially as we advance additional product candidates through clinical development, continue to expand our product pipeline, progress manufacturing and Chemistry, Manufacturing, and Controls activities, and further invest in our research and development capabilities, including personnel. At this time, we cannot reasonably estimate the nature, timing or costs of the efforts that will be necessary to complete the development of our product candidates.
| 5 |
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related expenses, professional services fees for accounting, legal and bookkeeping, facilities, travel expenses and other general and administrative expenses.
We expect our general and administrative expenses will increase in the future to support continued research and development activities. We also incur increased accounting, audit, legal, regulatory, compliance and director and officer insurance costs, as well as investor, public relations and compliance expenses, associated with operating as a public company. We expect increased expenses if any of our product candidates receive regulatory approval and are determined to build a commercial infrastructure to support commercial sales and marketing of our products.
Comparison of the Six Months Ended June 30, 2026 and June 30, 2025
Results of Operations
The following table sets forth our results of operations for the periods presented.
| Six Months Ended | ||||||||
| June 30, | ||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Operating Expenses | ||||||||
| Research and development expenses | $ | 2,589 | $ | 289 | ||||
| General and administrative expenses | 3,452 | 528 | ||||||
| Total operating expenses | 6,041 | 817 | ||||||
| Operating loss from continuing operations | (6,041 | ) | $ | (817 | ) | |||
| Change in fair value of convertible securities | - | (326 | ) | |||||
| Interest income | 128 | - | ||||||
| Other expenses, net | (35 | ) | (51 | ) | ||||
| Loss from continuing operations | (5,948 | ) | (1,194 | ) | ||||
| Net income (loss) from discontinued operations | 6 | (58 | ) | |||||
| Net loss | $ | (5,942 | ) | $ | (1,252 | ) | ||
Research and development expenses
Research and development expenses increased by 796% to $2,589 thousand during the six months ended June 30, 2026 compared with $289 thousand for the six months ended June 30, 2025. The increase is primarily due to expenses paid in connection with the development of NS002 out of which, there was an increase of $1,585 thousand in clinical research expenses primarily performed by third party providers, an increase of $547 thousand in payroll and payroll related expenses and an increase of $168 thousand in share-based compensation expenses.
General and administrative expenses
General and administrative expenses increased by 554% to $3,452 thousand for the six months ended June 30, 2026, compared to $528 thousand for the six months ended June 30, 2025. The increase was primarily attributable to an increase of $1,286 thousand in costs associated with us becoming a public company, an increase of $811 thousand for business consultants expenses, an increase of $633 thousand in payroll and payroll related expenses due to new hires and management bonuses and an increase of $194 thousand in share-based compensation expenses.
Operating Loss from Continuing Operations
Based on the foregoing, our operating loss was $6,041 thousand for the six months ended June 30, 2026, compared to the operating loss of $817 thousand for the six months ended June 30, 2025.
Change in Fair Value of Convertible Securities
There was no change in fair value of convertible securities recognized for the six month ended June 30, 2026 as compared to the financial expense of $326 thousand for the six months ended June 30, 2025 as all the Simple Agreements for Future Equity, or SAFEs, were all converted to equity as triggered by our initial public offering, or the IPO.
| 6 |
Interest income
Interest income for the six months ended June 30, 2026 amounted to $128 while there was no interest income for the six months ended June 30, 2025. The interest income was earned from our short-term deposits as a result of higher cash balances available for investment during the current period.
Other expenses, net
Other expense net for the six months ended June 30, 2026 were $35 thousand compared to $51 thousand for the six months ended June 30, 2025. The other expenses were mainly attributable to the bank fees plus the net of the effect of the foreign exchange fluctuations.
Net loss
As a result of the foregoing, our net loss totaled $5,942 for the six months ended June 30, 2026, representing an increase of $4,690 thousand, or 375%, compared to a net loss of $1,252 thousand for the six months ended June 30, 2025.
Liquidity and Capital Resources
Overview
Since our inception through June 30, 2025, we have funded our operations primarily through proceeds from equity financing and the issuance of convertible securities in the form of SAFEs, proceeds from our IPO and the issuance of shares through the February 2026 Private Placement. As of June 30, 2026, we had $11,904 thousand in cash and cash equivalents, restricted cash and short-term deposits, compared with $4,340 thousand as of December 31, 2025.
On
August 13, 2025, we successfully completed our IPO and in September 2025, we closed on a partial exercise of the over-allotment option
by the underwriters of our IPO, raising an aggregate of $10 million in gross proceeds to advance our research, development and clinical
trial activities. In addition, we received $15.0 million in gross proceeds in connection with our February 2026 Private Placement. As
of August
Management expects that the Company will continue to generate losses from the clinical development and regulatory activities of its product candidates, which would result in negative cash flow from operating activity. This has led management to conclude that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.
The table below presents our cash flows for the periods indicated.
| Six Months Ended | ||||||||
| June 30, | ||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Net cash used in operating activities | $ | (6,036 | ) | $ | (433 | ) | ||
| Net cash used in investing activities | (955 | ) | - | |||||
| Net cash provided by financing activities | 13,602 | 360 | ||||||
| Net increase decrease in cash and cash equivalents | 6,613 | (79 | ) | |||||
Net cash used in operating activities
Net cash used in operating activities for the six months ended June 30, 2026 was $6,036 thousand, an increase of $5,603 thousand, or approximately 1,294%, compared to net cash used in operating activities of $433 thousand for the six months ended June 30, 2025. The increase in cash used in operating activities was primarily attributable to the higher loss from continuing operations of $6,036 thousand, partially offset by $513 thousand of share-based compensation and a $2 thousand foreign exchange gain. Net changes in working capital also contributed to the increase in cash used in operating activities, primarily due to a $483 thousand decrease in accounts payable and a $184 thousand decrease in accrued expenses and other current liabilities, partially offset by a $108 thousand decrease in prepaid expenses and other current assets.
Cash used in investing activities
Net cash used in investing activities for the six months ended June 30, 2026 was $955 thousand while there was no cash used in investing activities for the six months ended June 30, 2025. The net cash used in investing activities for the six months ended June 30, 2026 is attributable to the investment of funds from the February 2026 Private Placement in interest-bearing short-tern bank deposits, as well as the purchase of office equipment for new hires.
| 7 |
Net cash provided by financing activities
Net cash provided by financing activities for the six months ended June 30, 2026 was $13,602 thousand, compared to net cash provided in financing activities $360 thousand during the six months ended June 30, 2025. Net cash provided by financing activities was primarily attributable to issuance of securities in our February 2026 Private Placement.
The increase is mainly attributable to our fundraising activities related to the issuance of securities in our February 2026 Private Placement net of the payments made in relation to the offering cost.
Net increase decrease in cash and cash equivalents
As a result of the foregoing, our net increase in cash and cash equivalents totaled $6,613 thousand for the six months ended June 30, 2026, representing an increase of $6,692 thousand, or 8,471%, compared to a net decreased in cash and cash equivalents of $79 thousand for the six months ended June 30, 2025. This increase is mainly due to financing activities.
Current Outlook
As
of June 30, 2026, our cash and cash equivalents, restricted cash and short-term deposits were approximately $11.9 million, we had working
capital of $10.9 million and an accumulated deficit of $24.5 million. As of August
Based upon our currently expected level of operating expenditures, we expect that our existing cash and cash equivalents will be sufficient to fund operations through the second quarter of 2027.
However, our operating plans may change as a result of many factors that may currently be unknown to us and we may need to seek additional funds. Our future capital requirements will depend on many factors, including:
| ● | our ability to sell our products according to our plans; |
| ● | the progress and cost of our research and development activities; |
| ● | the costs associated with the manufacturing our products; |
| ● | the costs of working capital; |
| ● | significant new orders that need to be financed; |
| ● | the cost of our commercialization efforts, marketing, sales and distribution of our products the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; and |
| ● | the magnitude of our general and administrative expenses. |
Critical Accounting Policies and Estimates
The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. A comprehensive discussion of our critical accounting policies is included in “Critical Accounting Estimates” under “Operating and Financial Review and Prospects” section in our Annual Report, as well as our unaudited interim condensed consolidated financial statements and the related notes thereto as of and for the six months ended June 30, 2026, included elsewhere in this Report of Foreign Private Issuer on Form 6-K.
We prepare our financial statements in accordance with U.S. GAAP. At the time of the preparation of the financial statements, our management is required to use estimates, evaluations, and assumptions which affect the application of the accounting policy and the amounts reported for assets, obligations, income, and expenses. Any estimates and assumptions are continually reviewed. The changes to the accounting estimates are credited during the period in which the change to the estimate is made.
| 8 |
Exhibit 99.3
Nasus Pharma Reports First Half 2026 Financial Results and Provides Business Update
Appointed Pharma Industry Veteran Brendan O’Grady as Chief Executive Officer
Company on Track to Advance Clinical Programs to Key Second Half 2026 Milestones
TEL AVIV, Israel, August 17, 2026 – Nasus Pharma Ltd. (NYSE: NSRX) (“Nasus”, “Nasus Pharma” or the “Company”), a clinical-stage pharmaceutical company focused on the development of innovative intranasal products, today announced its financial results for the six months ending June 30, 2026 and provided a corporate update.
“Nasus has made enormous progress in its clinical programs in the first six months of 2026, and we believe it is well positioned to advance to NS002 and NS003 toward key milestones in the second half of the year,” said Brendan O’Grady, Chief Executive Officer of Nasus Pharma. “Building on the positive topline Phase 2 results for NS002 intranasal epinephrine powder formulation, we are on track to initiate a pivotal study in the treatment of anaphylaxis in the fourth quarter of this year, with a topline data readout anticipated in the first quarter of 2027. NS002 represents an opportunity to address a significant unmet medical need in a growing $2 billion market opportunity currently dominated by injectables. While this clinical program advances toward important inflection points, we are also developing the commercial strategy and go-to-market plans designed to deliver the significant value generation that NS002 represents. NS003, our proprietary intranasal powder formulation of ondansetron that is being developed for chemotherapy induced and post-operative nausea and vomiting, demonstrated a favorable safety profile in a preclinical study, and we are preparing to initiate a first-in-human pharmacokinetic study in the coming weeks. We look forward to executing on our timelines over the second half of 2026, and to delivering on the therapeutic promise of our portfolio to patients in need.”
Clinical Updates
NS002 – Intranasal powder Epinephrine for Anaphylaxis
| ● | Completed Phase 2 single and repeat dose clinical study, with topline results demonstrating statistically significant improvements in time to therapeutic threshold (T100) and a higher proportion of participants reaching therapeutic epinephrine levels within the first minutes following administration, compared to EpiPen®. Data also demonstrated NS002’s consistent absorption across real-world conditions, including under a nasal allergic challenge designed to simulate anaphylaxis scenarios. | |
| ● | Advancing toward a pivotal clinical study and on track for initiation in the fourth quarter of 2026 and planned topline data readout in the first quarter of 2027, subject to regulatory alignment. | |
| ● | Hosted Key Opinion Leader event highlighting NS002’s potential in the treatment of anaphylaxis. Replay available here. |
NS003 – Proprietary intranasal powder formulation of ondansetron for chemotherapy and post-operative nausea and vomiting
| ● | Announced positive results from a preclinical pharmacokinetic study of NS003 (the proprietary intranasal powder formulation of ondansetron) for initiation of first in human trial being developed for chemotherapy induced and post-operative nausea and vomiting. | |
| ● | On track to initiate a first-in-human PK study in the coming weeks. |
Business Updates
| ● | Appointed pharma industry veteran Brendan P. O’Grady as Chief Executive Officer to lead the Company’s next phase of growth. The leadership transition was effective as of July 27, 2026. | |
| ● | Mr. O’Grady has more than three decades of global leadership experience spanning corporate strategy, business development, commercialization, market access, strategic partnerships and global product launches. Additional information regarding Mr. O’Grady’s appointment is set forth in our Report of Foreign Private Issuer on Form 6-K furnished to the U.S. Securities and Exchange Commission (the “SEC”) on July 28, 2026. |
Financial Results
Cash, Cash Equivalents and Short-Term Deposits: As of June 30, 2026, Nasus had cash, cash equivalents and short-term deposits of $11.9 million, compared with cash, cash equivalents and short-term deposits of $4.3 million as of December 31, 2025. The increase in cash, cash equivalents and short-term deposits was primarily a result of a private placement of ordinary shares and warrants to purchase ordinary shares for aggregate gross proceeds of approximately $15.0 million. Nasus expects that its current cash, cash equivalents and short-term deposits will be sufficient to fund its operations through the second quarter of 2027.
Research and Development Expenses: Research and development expenses were $2.6 million for the six months ended June 30, 2026, compared with $0.3 million for the six months ended June 30, 2025. The increase was primarily attributable to expenses paid in connection with the development of NS002.
General and Administrative Expenses: General and administrative expenses were $3.4 million for the six months ended June 30, 2026, compared with $0.5 million for the six months ended June 30, 2025. The increase was mainly due to the costs associated with becoming a public company.
Net Loss: For the six months ended June 30, 2026, net loss was $5.9 million, compared with a net loss of $1.3 million for the six months ended June 30, 2025. The total number of ordinary shares outstanding as of June 30, 2026, was 11,070,458.
The Company has furnished its Report of Foreign Private Issuer on Form 6-K for the six months ended June 30, 2026, to the SEC, which can be accessed on its website at https://www.nasuspharma.com. Shareholders may request, free of charge, a hard copy of the Report, which includes the Company’s complete audited consolidated financial statements for the six months ended June 30, 2026, by contacting ir@nasuspharma.com.
About Nasus Pharma
Nasus Pharma Ltd. (NYSE: NSRX) is a biopharmaceutical company advancing innovative intranasal therapies through its proprietary intranasal powder technology platform. The Company’s lead product candidate, NS002, is being developed as an intranasal epinephrine treatment for Type I allergic reactions, including anaphylaxis. In addition to NS002, Nasus is leveraging its proprietary technology platform to develop a growing pipeline of differentiated intranasal product candidates designed to provide rapid, reliable and patient-friendly drug delivery across multiple therapeutic areas.
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: statements regarding the Company’s strategy to commercialize NS002 and unlocking its commercial potential; advancing the Company’s pipeline and future business development initiatives, maximizing the value of its proprietary Nasax intranasal technology platform; the next phase of Nasus Pharma’s growth; the Company advancing NS002 toward a pivotal trial in the fourth quarter of 2026 and topline data readout the first quarter of 2027; its ability to execute on its timelines in the second half of 2026; the increasing strategic focus on pre-commercial planning; the opportunity NS002 presents to address a significant unmet medical need; the believe that the Nasus portfolio represents a significant value generation opportunity; and the potential applications and promise of the Company’s proprietary intranasal technology platform. These forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to update or revise these forward-looking statements except as required by applicable law.
Company Contact
Nasus Pharma Ltd.
info@nasuspharma.com
Investor Contact
Mike Moyer
LifeSci Advisors
+1-617-308-4306
mmoyer@lifesciadvisors.com
—tables to follow—
NASUS PHARMA LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | |||||||
| (Amounts in U.S. dollars in thousands, except shares and per share amounts) | ||||||||
| Asset | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 7,818 | $ | 1,237 | ||||
| Restricted cash | 86 | 54 | ||||||
| Short-term deposit | 4,000 | 3,049 | ||||||
| Prepaid expenses and other current assets | 407 | 515 | ||||||
| Total current assets | 12,311 | 4,855 | ||||||
| Right-of-use assets | 120 | 135 | ||||||
| Property and equipment, net | 18 | 14 | ||||||
| Total Assets | $ | 12,449 | $ | 5,004 | ||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 347 | $ | 829 | ||||
| Accrued expense and other current liabilities (of which $94 and $136 are to related parties as of June 30, 2026 and December 31, 2025, respectively) | 568 | 806 | ||||||
| Current operating lease liabilities | 54 | 45 | ||||||
| Current liabilities related to discontinued operations | 435 | 483 | ||||||
| Total current liabilities | 1,404 | 2,163 | ||||||
| Noncurrent operating lease liabilities | 49 | 73 | ||||||
| Total Liabilities | 1,453 | 2,236 | ||||||
| Commitments and contingencies (see Note 5 ) | - | - | ||||||
| Shareholders’ equity | ||||||||
| Ordinary Shares, no par value; 50,000,000 shares authorized. 11,710,808 and 9,015,383 shares issued as of June 30,2026 and December 31, 2025, respectively. | - | - | ||||||
| Additional paid-in capital | 35,458 | 21,288 | ||||||
| Accumulated deficit | (24,462 | ) | (18,520 | |||||
| Total Shareholders’ Equity | 10,996 | 2,768 | ||||||
| Total Liabilities and Shareholders’ Equity | $ | 12,449 | $ | 5,004 | ||||
NASUS PHARMA LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | ||||||
| (Amounts in U.S. dollars in thousands, except shares and per share amounts) | ||||||||
| Operating expenses: | ||||||||
| Research and development (of which $320 and $295 are with related parties in 2026 and 2025, respectively) | $ | 2,589 | $ | 289 | ||||
| General and administrative (of which $839 and $286 are with related parties in 2026 and 2025, respectively) | 3,452 | 528 | ||||||
| Total operating expenses | 6,041 | 817 | ||||||
| Operating loss from continuing operations | (6,041 | ) | (817 | ) | ||||
| Change in fair value of convertible securities | - | (326 | ) | |||||
| Interest income | 128 | - | ||||||
| Other expenses, net | (35 | ) | (51 | ) | ||||
| Loss from continuing operations | (5,948 | ) | (1,194 | ) | ||||
| Net income (loss) from discontinued operations | 6 | (58 | ) | |||||
| Net loss | $ | (5,942 | ) | $ | (1,252 | ) | ||
| Per share data | ||||||||
| Loss per share attributable to shareholders: | ||||||||
| Basic | $ | (0.54 | ) | $ | (0.17 | ) | ||
| Diluted | $ | (0.54 | ) | $ | (0.17 | ) | ||
| Weighted average Ordinary Shares outstanding – basic | 11,070,458 | 7,362,906 | ||||||
| Weighted average Ordinary Shares outstanding – diluted | 11,070,458 | 7,362,906 | ||||||