Nasus Pharma sets ATM share program with BTIG

Nasus Pharma set up an at-the-market equity program with BTIG to sell ordinary shares over time and fund clinical development and general corporate needs.

Available on EDGAR 09/18/2026 - 04:07 PM EDT Accepted by SEC EDGAR 09/18/2026 - 04:06 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Nasus Pharma Ltd. (NSRX) entered into an At-The-Market Sales Agreement with BTIG, LLC, allowing the company to offer and sell ordinary shares from time to time through BTIG as sales agent under its effective Form F-3 shelf registration. Nasus is not obligated to sell any shares, and BTIG will use commercially reasonable efforts to execute sales as instructed by the company, in transactions deemed an “at the market offering” under Rule 415(a)(4). Nasus will pay BTIG a commission of up to 3.0% of aggregate gross proceeds and will provide customary indemnification and expense reimbursement. The company intends to use any net proceeds for ongoing clinical development of NS002 for anaphylaxis, initiation of clinical studies for other pipeline products, and for working capital and general corporate purposes.

Filing Explained

The filing documents an optional at-the-market sales arrangement, not a completed share sale: it reports no shares issued or proceeds received, so no dilution from this arrangement is established yet.

Key Figures

Sales agent commission: Up to 3.0% of aggregate gross proceeds Sales Agreement date: September 18, 2026 Rule reference: Rule 415(a)(4)

3 metrics

Sales agent commission Up to 3.0% of aggregate gross proceeds Commission payable to BTIG, LLC on each sale of Ordinary Shares under the Sales Agreement

Sales Agreement date September 18, 2026 Date Nasus Pharma and BTIG, LLC entered into the At-The-Market Sales Agreement

Rule reference Rule 415(a)(4) Defines “at the market offering” for sales under the Sales Agreement

Key Terms

At-The-Market Sales Agreement, at the market offering, Registration Statement on Form F-3, prospectus supplement, +1 more

5 terms

At-The-Market Sales Agreement financial

"entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC"

An at-the-market sales agreement lets a company raise cash by selling newly issued shares directly into the open market at whatever price buyers are paying that day, using a broker to place the trades over time. Investors should watch these deals because they can dilute existing ownership and put downward pressure on the stock price while giving the company flexible, on-demand funding—like a store gradually listing extra items on an online marketplace at current prices.

at the market offering financial

"deemed to be an “at the market offering” as defined by Rule 415(a)(4)"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

Registration Statement on Form F-3 regulatory

"offered and sold pursuant to the Company’s currently effective registration statement on Form F-3"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

prospectus supplement regulatory

"the prospectus contained therein and the prospectus supplement filed with the Securities and Exchange Commission"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indemnification and contribution rights regulatory

"has agreed to provide the Sales Agent with customary indemnification and contribution rights"

Offering Details

ATM

Offering

Offering Type ATM

Securities Offered Ordinary Shares, no par value per share

Use of Proceeds Ongoing clinical development of NS002 for anaphylaxis treatment, initiation of clinical studies for other products in the pipeline, and working capital and general corporate purposes.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Nasus Pharma (NSRX) announce in the September 2026 Form 6-K?

Nasus Pharma announced an At-The-Market Sales Agreement with BTIG, LLC, under which it may sell ordinary shares from time to time through BTIG as sales agent, using its effective Form F-3 registration statement and related prospectus and prospectus supplement.

How will Nasus Pharma (NSRX) use proceeds from the new ATM program?

Nasus Pharma intends to use net proceeds for ongoing clinical development of NS002 for anaphylaxis, the initiation of clinical studies for other pipeline products, and for working capital and general corporate purposes, as described in the prospectus supplement.

Is Nasus Pharma (NSRX) required to sell shares under the BTIG Sales Agreement?

No. Nasus Pharma states it is not obligated to sell any Ordinary Shares under the At-The-Market Sales Agreement. Sales, if any, will occur from time to time based on the company’s instructions and subject to conditions in the agreement.

What commission will BTIG earn under Nasus Pharma’s (NSRX) ATM Sales Agreement?

BTIG, acting as sales agent, will receive a commission of up to 3.0% of the aggregate gross proceeds from each sale of Nasus Pharma’s ordinary shares made under the At-The-Market Sales Agreement.

Under which registration statement will Nasus Pharma (NSRX) ATM shares be sold?

The ordinary shares sold under the At-The-Market Sales Agreement will be offered pursuant to Nasus Pharma’s effective Form F-3 registration statement (File No. 333-298693), the base prospectus contained in it, and the prospectus supplement dated September 18, 2026.

What type of offering structure is Nasus Pharma (NSRX) using with BTIG?

The company plans to sell shares in transactions deemed an “at the market offering” as defined by Rule 415(a)(4) under the Securities Act, through BTIG acting as its sales agent, subject to placement notices and conditions in the Sales Agreement.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of: September 2026 (Report No. 3)

Commission File Number: 001-42796

NASUS PHARMA LTD.

(Translation of registrant’s name into English)

P.O. Box 284

Tel Aviv, Israel 6100201

(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

Execution of Sales Agreement

On September 18, 2026, Nasus Pharma Ltd. (the “Company”) entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, to or through the Sales Agent as agent, ordinary shares, no par value per share (the “Ordinary Shares”). The Ordinary Shares will be offered and sold pursuant to the Company’s currently effective registration statement on Form F-3 (File No. 333-298693), the prospectus contained therein and the prospectus supplement filed with the Securities and Exchange Commission dated September 18, 2026.

The Company is not obligated to sell any Ordinary Shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of the NYSE American to sell Ordinary Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. The Company intends to use the net proceeds from the sale of securities under the prospectus supplement for ongoing clinical development of NS002 for anaphylaxis treatment, the initiation of clinical studies for other products in our pipeline and for working capital and general corporate purposes.

Upon delivery of a placement notice to the Sales Agent, and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Sales Agent may sell the Ordinary Shares by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Sales Agent’s obligations to sell Ordinary Shares under the Sales Agreement are subject to satisfaction of certain conditions. The Company will pay the Sales Agent a commission of up to 3.0% of the aggregate gross proceeds from each sale of Ordinary Shares and has agreed to provide the Sales Agent with customary indemnification and contribution rights. The Company has also agreed to reimburse the Sales Agent for certain specified expenses. The Sales Agreement contains customary representations and warranties and conditions to the sale of the shares thereunder.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is attached as Exhibit 10.1 to this Report of Foreign Private Issuer on Form 6-K (this “Report”), and is incorporated herein by reference.

The copy of the legal opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.) relating to the legality of the issuance and sale of the Ordinary Shares that may be sold pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Report.

This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Ordinary Shares 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.

Incorporation By Reference

This Report is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-298693 ) and Form S-8 (File No. 333-296252), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.		Description
5.1		Opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.)
10.1		At-The-Market Sales Agreement by and between Nasus Pharma Ltd., and BTIG, LLC, dated September 18, 2026.
23.1		Consent of Sullivan & Worcester Tel Aviv (Har-Even & Co.) (included in Exhibit 5.1)

SIGNATURES

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: September 18, 2026	By:	/s/ Brendan O’Grady
	Name:	Brendan O’Grady
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 302.2 KB

Other Documents

• EX-5.1 EX-5.1 17.2 KB
• EX-5 GRAPHIC 10.2 KB