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 |
