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 November 2026
Commission File Number: 001-42375
Polyrizon
LTD.
(Translation of registrant’s name into English)
8 Ha-Pnina Street
Raanana, 4321545, Israel
(Addresses of principal executive offices)
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
Adoption of Rights Plan
The Board of Directors
(the “Board”) of Polyrizon Ltd., a company incorporated under the laws of the State of Israel (the
“Company,” “our Company,” “us,” “we” or
“Polyrizon”), unanimously adopted a rights plan (the “Rights Plan”) to protect the interests
of the Company’s shareholders. The Rights Plan became effective on November 9, 2026, and will be submitted to the
Company’s shareholders for ratification at the Company’s next general meeting of shareholders. The effectiveness of the Rights Plan is not conditioned upon such shareholder ratification, and the Rights (as defined below) are in full
force and effect as of the date hereof. However, if the Company’s shareholders vote against ratification of the Rights Plan at the
next general meeting of shareholders, the Rights Plan shall cease to be in effect immediately upon the announcement of the voting results,
and the Rights shall terminate and cease to be exercisable as of such time. The Rights Plan, if triggered, will significantly dilute the
ownership of any Acquiring Person (as defined below). However, the Board may, in its sole and absolute discretion, determine that a shareholder
or potential shareholder is exempt from the Rights Plan at any time before such person becomes an Acquiring Person. The Board believes
the Rights Plan is an effective course of action for the Board to fulfill its fiduciary duties to the Company and its shareholders and
to enable shareholders to realize the long-term value of their investment. The Rights Plan was adopted following a careful evaluation
and consultation with the Company’s external legal advisors.
The adoption of the Rights
Plan is not intended to prevent or interfere with any action with respect to Polyrizon that the Board determines to be in the best interests
of the Company and its shareholders. Instead, it will position the Board to fulfill its fiduciary duties on behalf of all shareholders
by ensuring that the Board has sufficient time to make informed judgments about any attempts to control or significantly influence Polyrizon.
The Rights Plan will encourage anyone seeking to gain a significant interest in Polyrizon to negotiate directly with the Board prior to
attempting to control or significantly influence the Company. Further to those goals, the Rights (as defined below) may cause substantial
dilution to a person or group that acquires 10% or more of the ordinary shares, no par value per share, of the Company (“Ordinary
Shares”) or any existing holder of 10% or more of the Ordinary Shares who shall acquire any additional Ordinary Shares, unless
the Rights are first redeemed by the Board. The Rights should not interfere with a transaction that is in the best interests of the Company
and its shareholders given that the Rights can be redeemed, or the Rights Plan can be terminated, before the consummation of such transaction.
We provide a summary of
the terms of the Rights Plan below. The below description is only a summary, and is not complete, and should be read together with the
entire Rights Agreement (as defined below) (which includes as Exhibit A thereto, the Form of Right Certificate, and as Exhibit
B thereto, the Form of Summary of Rights), a copy of which has been furnished as Exhibit 4.1 to this Report of Foreign Private
Issuer on Form 6-K (“Form 6-K”).
Summary of the Rights Plan
Rights and Rights Agreement
The Board has authorized,
pursuant to the Rights Plan, (i) the issuance of one special purchase right (a “Right”) for each Ordinary Share outstanding
at the Close of Business on November 19, 2026 (the “Record Date”), as well as (ii) the issuance of one Right for each
Ordinary Share issued after the Record Date and prior to the earliest of the Issuance Date, the Redemption Date (as defined below) and
the Final Expiration Date (as defined below) (including Ordinary Shares issued pursuant to the exercise, conversion or settlement of securities
exercisable for, convertible into or that may be settled for, Ordinary Shares or rights, in each case, issued or granted prior to, and
outstanding as of, the Issuance Date). Each Right will represent the right to purchase one (1) Ordinary Share, at the price of $0.001
per share, upon the terms and subject to the conditions described below.
The Rights will be issued
pursuant to a Rights Agreement, dated as of November 9, 2026 (the “Rights Agreement”), between the Company and VStock
Transfer LLC, as rights agent (the “Rights Agent”). Capitalized terms used in this Form 6-K but not otherwise defined
herein have the meanings given to them in the Rights Agreement. Each Right will allow its holder to purchase from the Company one (1)
Ordinary Share, at a purchase price of $0.001 per Ordinary Share, once the Rights become exercisable. Prior to exercise, each Right does
not give its holder any dividend, voting, liquidation or other rights as a shareholder of Polyrizon.
Exercise Period; Rights Certificates
The Rights will not be exercisable
until the Close of Business on the tenth (10th) day after the public announcement or public disclosure that a person or group
has become an “Acquiring Person” by obtaining beneficial ownership of 10% or more of the Company’s outstanding Ordinary
Shares (subject to the parameters and exceptions described below and in the Rights Agreement, an “Acquiring Person”),
except if such person or group has become an Acquiring Person pursuant to an offer approved by the majority of the Board (such date, upon
which the Rights become exercisable, is referred to as the “Issuance Date”).
If a Person’s beneficial
ownership of the then-outstanding Ordinary Shares as of the time of the public announcement of the Rights Plan is at or above 10% (including
through entry into certain derivative positions), that person or group’s then-existing ownership percentage would be grandfathered
and would not trigger the exercisability of the Rights, as that Person will not be deemed to be an Acquiring Person. However, the Rights
would become exercisable (and such Person will be deemed to be an Acquiring Person) if at any time after such announcement, that shareholder
increases its beneficial ownership percentage of Ordinary Shares of the Company by 0.5% or if at any time after such announcement, such
shareholder’s beneficial ownership of Ordinary Shares is reduced to an amount that is less than 10% of the then-outstanding Ordinary
Shares and thereafter such shareholder becomes an Acquiring Person.
Until the Issuance Date, the
balances in the book-entry accounting system of the transfer agent for our Ordinary Shares or, in the case of certificated shares, Ordinary
Shares certificates, will also evidence the Rights, and any transfer of Ordinary Shares or, in the case of certificated shares, certificates
for Ordinary Shares, will constitute a transfer of Rights. After that date, the Rights will separate from the Ordinary Shares and be evidenced
solely by Rights Certificates that we will mail to all eligible holders of Ordinary Shares, or we may choose to use book-entry in lieu
of physical certificates. Under certain circumstances, any Rights held by an Acquiring Person or any Associate or Affiliate thereof are
void and may not be exercised. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction
where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction,
shall not have been obtained or be obtainable.
In addition, in connection
with the issuance or sale of Ordinary Shares following the Issuance Date and prior to the redemption, exchange, or expiration of the Rights,
the Company (a) shall, with respect to Ordinary Shares so issued or sold pursuant to the exercise of share options or pursuant to any
other award or right under any employee benefit plan or arrangement, granted or awarded as of the Issuance Date (including, for example,
upon the purchase of Ordinary Shares under the Company’s 2015 Share Option Plan), or upon the exercise, conversion or exchange of
securities hereinafter issued by the Company (except as may otherwise be provided in the instrument(s) governing such securities), and
(b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number
of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights Certificate shall be issued if, and to
the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences
to the Company or the Person to whom such Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if,
and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.
Flip-In/Flip-Over
If a person or group becomes
an Acquiring Person, then beginning on the Issuance Date, all holders of Rights except the Acquiring Person or any Associate or Affiliate
thereof may, for a purchase price of $0.001 per one Ordinary Share, purchase one (1) Ordinary Share for each Ordinary Share of the Company
then beneficially owned by such person.
If our Company is later
acquired in a merger or similar transaction after the Issuance Date, all holders of Rights except the Acquiring Person or any Associate
or Affiliate thereof may, for a purchase price of $0.001 per share (subject to adjustments as provided in the Rights Agreement), purchase
one (1) times the number of shares of the acquiring corporation that each shareholder of the Company is entitled to receive for each Ordinary
Share held.
Scope of “Acquiring Person” Definition
An “Acquiring Person”
is any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 10% or more of
the Ordinary Shares of the Company then outstanding, but shall not include the Company, any Subsidiary of the Company, any employee benefit
or share ownership plan of the Company or any Subsidiary of the Company, or any entity holding Ordinary Shares for or pursuant to the
terms of any such plan. Notwithstanding the foregoing, no Person shall become an “Acquiring Person” as the result of an acquisition
of Ordinary Shares by the Company which, by reducing the number of Ordinary Shares of the Company outstanding, increases the proportionate
number of Ordinary Shares of the Company beneficially owned by such Person to 10% or more of the Ordinary Shares of the Company then outstanding; provided, however,
that, if a Person shall become the Beneficial Owner of 10% or more of the Ordinary Shares of the Company then outstanding by reason of
share purchases by the Company and shall, after the public disclosure of such share purchases by the Company, become the Beneficial Owner
of any additional Ordinary Shares of the Company, then such Person shall be deemed to be an “Acquiring Person.” Notwithstanding
the foregoing, if the Board determines in good faith that a Person who would otherwise be an “Acquiring Person” has become
such inadvertently, and such Person divests or undertakes to divest, as promptly as practicable a sufficient number of Ordinary Shares,
so that such Person would no longer be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph,
then such Person shall not be deemed to be an “Acquiring Person” for any purposes of the Rights Agreement.
If a bona fide swaps dealer
who would otherwise be an “Acquiring Person” has become so as a result of its actions in the ordinary course of its business
that the Board determines were taken without the intent or effect of evading or assisting any other Person to evade the purposes and intent
of the Rights Agreement, or otherwise seeking to control or influence the management or policies of the Company, then, and unless and
until the Board shall otherwise determine, such Person shall not be deemed to be an “Acquiring Person” for purposes of the
Rights Agreement. Furthermore, no Person who purchases securities of the Company either directly from the Company or from any underwriters
engaged by the Company, in each case in a securities offering transaction approved by the Board as an offering intended to allow a Person
or a group of Persons to beneficially own, upon the consummation of such offering, more than 10% of the Ordinary Shares of the Company
then outstanding, shall become an “Acquiring Person” unless such Person shall, after the consummation of such offering, beneficially
own additional Ordinary Shares of the Company in the amount equal to or greater than the sum of (I) the lowest Ordinary Shares beneficially
owned by such Person as a percentage of the outstanding Ordinary Shares as of immediately after the consummation of such offering and
(II) 0.001%. The definition of Acquiring Person is furthermore subject to the “grandfathering” scenarios described under “Exercise
Period; Rights Certificates” above.
Exchange
The Board may, at its option,
at any time after the Issuance Date, exchange all or part of the then outstanding and exercisable Rights (except for Rights that have
become void) for Ordinary Shares at an exchange ratio of one (1) Ordinary Share per Right, appropriately adjusted to reflect any adjustment
in the number of Rights, less (ii) such fraction of an Ordinary Share as is calculating calculated by dividing (A) the purchase price,
by (B) the closing price of each Ordinary Share for the trading day immediately prior to the date on which the Board determines to exchange
all or part of the then outstanding exercisable Rights for Ordinary Shares pursuant to the Rights Plan (the “Exchange Ratio”).
However, the Board will not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary
of the Company, any employee benefit or share ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares
for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner
of 50% or more of the Ordinary Shares then outstanding.
Immediately upon the action
of the Board ordering the foregoing exchange, the right to exercise the Rights that are to be exchanged will terminate and the only right
thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares equal to the number of such Rights held by such
holder multiplied by the Exchange Ratio. In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or
authorized but unissued to permit any exchange of Rights, the Company will take all such action as may be necessary to authorize additional
Ordinary Shares for issuance upon exchange of the Rights.
Anti-Dilution Provisions
Our Board may adjust the
purchase price of Ordinary Shares under each Right, the number of Ordinary Shares issuable under each Right, and the number of outstanding
Rights to prevent dilution that may occur from a share dividend, a share split, or a reclassification of the Ordinary Shares.
Amendments
The terms of the Rights
Agreement may be amended by our Board without the consent of the holders of the Rights. After a person or group becomes an Acquiring Person,
our Board may not amend the Rights Agreement in a way that adversely affects holders of the Rights.
Redemption
The Board may, at its option,
at any time prior to the Issuance Date, redeem all but not less than all the then outstanding Rights. The redemption of the Rights by
the Board may be made effective at such time, on such basis and with such conditions as the Board, in its sole discretion, may establish
(the effective date of redemption, the “Redemption Date”). Immediately upon the effectiveness of the action of the
Board ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will
terminate.
Expiration
The Rights will expire on November 8, 2027 (the
“Final Expiration Date”).
Press Release
On November 9, 2026, the Company
issued a press release titled “Polyrizon Adopts Limited Duration Shareholder Rights Plan.” A copy of this press release is
furnished herewith as Exhibit 99.1 and incorporated by reference herein.
Incorporation by Reference
The
contents of this Form 6-K, including Exhibit 99.1 hereto, are incorporated by reference into the Company’s registration
statements on Form S-8 (File No. 333-284410, 333-288923 and 333-299350)
and Form F-3 (333-291368), filed by the Company with the U.S. Securities and Exchange Commission, to be a part thereof
from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or
furnished.
Exhibit
Index
The following exhibits are furnished as part
of this Form 6-K:
| Exhibit |
|
Description |
| 4.1 |
|
Rights Agreement, dated as of November 9, 2026, between Polyrizon Ltd. and VStock Transfer LLC, as rights agent, which includes the Form of Right Certificate (Exhibit A) and the Form of Summary of Rights (Exhibit B) |
| 99.1 |
|
Press release, dated November 9, 2026, announcing adoption of a limited duration shareholder rights plan by Polyrizon Ltd. |
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.
| |
POLYRIZON LTD. |
| |
|
| Dated: November 9, 2026 |
By: |
/s/ Tomer Izraeli |
| |
Name: |
Tomer Izraeli |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
POLYRIZON ADOPTS LIMITED DURATION SHAREHOLDER RIGHTS
PLAN
TEL AVIV, Israel, Nov. 09, 2026 (GLOBE NEWSWIRE) -- Polyrizon Ltd. (Nasdaq: PLRZ) (the “Company” or
“Polyrizon”), a development-stage biotech company specializing in the development of innovative intranasal hydrogels,
announced today that its Board of Directors (the “Board”) has unanimously adopted a limited duration shareholder rights
plan (the “Rights Plan”), effective immediately.
“Unfortunately, Polyrizon, like many other
development-stage biotech companies, continues to experience a significant and ongoing dislocation in the trading price of its ordinary
shares. The adoption of the Rights Plan is intended to protect the long-term interests of Polyrizon and all of our shareholders and enable
them to realize the full potential value of their investment in the Company. The Rights Plan is designed to reduce the likelihood that
any entity, person or group would gain control of, or significant influence over Polyrizon, through the open-market accumulation of the
Company’s shares without appropriately compensating all Polyrizon shareholders for control,” concluded Mr. Izraeli.
The Board did not adopt the Rights Plan in response to a specific takeover threat. The Rights Plan is not intended to prevent or interfere
with any action with respect to Polyrizon that the Board determines to be in the best interests of the Company and its shareholders. Instead,
it will position the Board to fulfill its fiduciary duties on behalf of all shareholders by ensuring that the Board has sufficient time
to make informed judgments about any attempts to control or significantly influence Polyrizon. The Rights Plan will encourage anyone seeking
to gain a significant interest in Polyrizon to negotiate directly with the Board prior to attempting to control or significantly influence
the Company. The Rights Plan became effective on November 9, 2026, and will be submitted to the Company’s shareholders for ratification
at the Company’s next general meeting of shareholders. The effectiveness of the Rights Plan is not conditioned upon, and shall not
be suspended pending, such shareholder ratification, and the Rights (as defined in the Rights Plan) are in full force and effect as of
the date hereof; provided, however, that if the Company’s shareholders vote against ratification of the Rights Plan at the next
general meeting of shareholders, the Rights Plan shall cease to be in effect immediately upon the announcement of the voting results,
and the Rights shall terminate and cease to be exercisable as of such time.
The Rights Plan is similar to those adopted by
other publicly traded companies, and does not contain any dead-hand, slow-hand, no-hand or similar feature that limits the ability of
a future Board to redeem the rights. Pursuant to the Rights Plan, Polyrizon will issue one special purchase right for each ordinary share
outstanding as of the close of business on November 19, 2026. While the Rights Plan is effective immediately, the rights generally would
become exercisable only if an entity, person or group acquires beneficial ownership of 10% or more of Polyrizon’s outstanding ordinary
shares in a transaction not approved by the Company’s Board.
In that situation, each holder of a right (other
than the acquiring entity, person or group) will have the right to purchase one ordinary share at a purchase price of $ 0.001 per share.
In addition, at any time after an entity, person or group acquires 10% or more of the Company’s ordinary shares, the Company’s
Board of Directors may exchange one ordinary share of the Company for each outstanding right (other than rights owned by such entity,
person or group, which would have become void).
The Rights Plan has a 364-day term, expiring on
November 8, 2027.
Further details about the Rights Plan will be
contained in a Form 6-K to be filed by Polyrizon with the Securities and Exchange Commission.
Meitar Law Offices and Greenberg Traurig are serving
as legal counsel to Polyrizon.
About Polyrizon Ltd. (Nasdaq: PLRZ):
Polyrizon is a development stage biotech company
specializing in the development of innovative medical device hydrogels delivered in the form of nasal sprays, which form a thin hydrogel-based
shield containment barrier in the nasal cavity that can provide a barrier against viruses and allergens from contacting the nasal epithelial
tissue. Polyrizon’s proprietary Capture and Contain TM, or C&C, hydrogel technology, comprised of a mixture of naturally occurring
building blocks, is delivered in the form of nasal sprays, and potentially functions as a “biological mask” with a thin shield
containment barrier in the nasal cavity. Polyrizon is further developing certain aspects of its C&C hydrogel technology such as the
bioadhesion and prolonged retention at the nasal deposition site for intranasal delivery of drugs. Polyrizon refers to its additional
technology, which is in an earlier stage of pre-clinical development, that is focused on nasal delivery of active pharmaceutical ingredients,
or APIs, as Trap and Target ™, or T&T. For more information, please visit https://polyrizon-biotech.com.
Forward-Looking Statements:
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Words such as
“expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example,
the Company is using forward-looking statements when it discusses the expected benefits, objectives and operation of the Rights Plan;
the anticipated impact of the Rights Plan on shareholders and potential acquirers; the Rights Plan’s ability to protect shareholder value
and deter coercive or unfair takeover tactics; the Company’s ability to evaluate strategic opportunities and alternatives; and the redemption,
exchange, administration and duration of the Rights Plan. Forward-looking statements are not historical facts, and are based upon management’s
current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and
projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections
will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking
statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed
in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is
made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including,
but not limited to, the risks detailed in the Company’s annual report filed with the SEC on March 25, 2026 and subsequent filings
with the SEC. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update
forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors
affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more
forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect
to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained
on such websites is not incorporated by reference into this press release. Polyrizon is not responsible for the contents of third-party
websites.
Michal Efraty
Investor Relations
IR@polyrizon-biotech.com
