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Polyrizon (NASDAQ: PLRZ) prices $3.5M stock and warrant financing

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Rhea-AI Filing Summary

Polyrizon Ltd. entered into definitive agreements for a registered direct offering and concurrent private placement expected to raise approximately $3.5 million in gross proceeds. The structure combines ordinary shares, low-priced pre-funded warrants, and five-year common warrants priced through units at $9.00 per unit.

The company will sell 87,777 ordinary shares and 190,000 pre-funded warrants in the registered direct deal, plus 111,111 PIPE pre-funded warrants and 388,888 common warrants in the private placement. Following completion and full exercise of all pre-funded warrants, Polyrizon expects to have 2,083,939 ordinary shares outstanding and plans to use the net proceeds for general corporate purposes and working capital.

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Insights

Polyrizon secures a $3.5M equity-linked financing through shares and warrants.

Polyrizon, a pre-clinical-stage biotech, arranged a registered direct offering with a concurrent private placement, targeting aggregate gross proceeds of $3.5 million. Investors are buying 388,888 units at $9.00 each, combining ordinary shares or pre-funded warrants with common warrants.

The structure includes 190,000 pre-funded warrants and 111,111 PIPE pre-funded warrants at a de minimis $0.00001 exercise price, plus 388,888 five-year common warrants at $9.00 per share. This mix allows immediate funding while deferring some share issuance into the future.

After completion and full exercise of all pre-funded warrants, ordinary shares outstanding are expected to reach 2,083,939. The company plans to use net proceeds for general corporate purposes and working capital, so the ultimate impact will depend on how efficiently this new capital supports its development programs.

Gross proceeds $3.5 million Aggregate gross proceeds from registered direct offering and private placement
Registered shares 87,777 ordinary shares Ordinary shares sold in registered direct offering
Registered pre-funded warrants 190,000 pre-funded warrants Pre-Funded Warrants in registered direct offering
PIPE pre-funded warrants 111,111 PIPE Pre-Funded Warrants Pre-funded warrants issued in concurrent private placement
Common/Ordinary Share Warrants 388,888 warrants Ordinary/Common Warrants issued in private placement
Unit price $9.00 per Unit Combined offering price per Unit in financing
Post-offering shares 2,083,939 ordinary shares Shares outstanding after offering, assuming all pre-funded warrants exercised
Placement fee 8.0% + $75,000 Cash placement fee on gross proceeds plus legal fee to placement agent
registered direct offering financial
"for the purchase and sale of 87,777 of the Company’s ordinary shares... in a registered direct offering"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
Pre-Funded Warrants financial
"190,000 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 190,000 Ordinary Shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Private Placement financial
"In a concurrent private placement (the “Private Placement” and together with the Registered Direct Offering, the “Offerings”)"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
registration rights agreement financial
"the Company entered into a registration rights agreement with the Purchasers on April 7, 2026"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
shelf registration statement financial
"in connection with a takedown from the Company’s shelf registration statement on Form F-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
beneficially own financial
"would beneficially own Ordinary Shares in excess of 4.99% of the number of the Ordinary Shares outstanding"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Form 6-K: How Foreign Companies Report to the SEC →

 

 

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 April 2026

 

Commission file number: 001-42375

 

Polyrizon Ltd.

(Translation of registrant’s name into English)

 

8 Ha-Pnina Street

Raanana, 4321545, Israel

(Address 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

 

On April 7, 2026, Polyrizon Ltd. (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with investors for the purchase and sale of 87,777 of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”) and 190,000 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 190,000 Ordinary Shares, in a registered direct offering (the “Registered Direct Offering”). The Pre-Funded Warrants will be exercisable upon issuance at an exercise price of $0.00001 per Ordinary Share, subject to adjustment as set forth therein, and will not expire until exercised in full. The Pre-Funded Warrants may be exercised on a cashless basis.

 

In a concurrent private placement (the “Private Placement” and together with the Registered Direct Offering, the “Offerings”), the Company also agreed to issue to the same investors a total of 111,111 Pre-Funded Warrants (the “PIPE Pre-Funded Warrants”) to purchase up to 111,111 Ordinary Shares and 388,888 warrants to purchase up to 388,888 Ordinary Shares (the “Ordinary Share Warrants”). The PIPE Pre-Funded Warrants will be exercisable immediately (subject to registration) at an exercise price of $0.00001 per Ordinary Share, subject to adjustment as set forth therein, and will not expire until exercised in full. The PIPE Pre-Funded Warrants may be exercised on a cashless basis. The Ordinary Share Warrants will be exercisable upon issuance at an exercise price of $9.00 per Ordinary Share and will have a 5-year term from the issuance date.

 

A holder of the Pre-Funded Warrants and the PIPE Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants or PIPE Pre-Funded Warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates or any other persons whose beneficial ownership of Ordinary Shares would be aggregated with the holder’s or any of the holder’s affiliates), would beneficially own Ordinary Shares in excess of 4.99% of the number of the Ordinary Shares outstanding immediately after giving effect to such exercise.

 

The Offerings are expected to close on or about April 8, 2026, subject to the satisfaction of customary closing conditions. The aggregate gross proceeds to the Company are expected to be approximately $3.5 million. The Company expects to use the net proceeds from the Offering, together with its existing cash, for general corporate purposes and working capital.

 

The Securities Purchase Agreement also contain representations, warranties, indemnification and other provisions customary for transactions of this nature. In addition, pursuant to the Securities Purchase Agreement, the Company agreed to abide by certain customary standstill restrictions for a period of ninety (90) days following the later of (i) the closing of the Offerings or (ii) the effectiveness of the resale registration statement.

 

In connection with the Private Placement, the Company entered into a registration rights agreement with the Purchasers on April 7, 2026 (the “Registration Rights Agreement”), pursuant to which the Company is required to file a registration statement covering the resale of the Ordinary Shares underlying the PIPE Pre-Funded Warrants and the Ordinary Share Warrants within 15 calendar days of the closing of the Private Placement.

 

The Company also entered into a letter agreement (the “Placement Agent Agreement”) with Aegis Capital Corp., as sole placement agent (the “Placement Agent”), dated April 7, 2026, pursuant to which the Placement Agent agreed to serve as the placement agent in connection with the Offering. The Company agreed to pay the Placement Agent a cash placement fee equal to 8.0% of the gross proceeds received in the Offering and $75,000 for reasonable legal fees and disbursements for the Placement Agent’s counsel.

 

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The securities described above and to be issued in the Registered Direct Offering are being issued pursuant to a prospectus supplement dated as of April 8, 2026, which will be filed with the Securities and Exchange Commission, in connection with a takedown from the Company’s shelf registration statement on Form F-3 (File No. 333-291368) (the “Registration Statement”), which became effective on December 3, 2025, and the base prospectus dated as of December 3, 2025 contained in such Registration Statement. The securities offered in the concurrent Private Placement are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, and they are not being offered pursuant to the shelf registration statement. This Report on Form 6-K (this “Report”) shall not constitute an offer to sell or the solicitation to buy, nor shall there be any sale of, any of the securities described herein 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.

 

Copies of the Securities Purchase Agreement, Registration Rights Agreement, Pre-Funded Warrant, Placement Agent Agreement, PIPE Pre-Funded Warrant and Ordinary Share Warrant are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Report and are incorporated by reference herein. The foregoing summaries of such documents are subject to, and qualified in their entirety by reference to, such exhibits.

 

Copies of the opinions of Meitar | Law Offices and Greenberg Traurig, P.A. relating to the securities issued in the Registered Direct Offering are attached as Exhibits 5.1 and 5.2, respectively.

 

The Company previously announced the Offering in a press release issued on April 7, 2026, which is attached hereto as Exhibit 99.1 and incorporated herein.

 

This Report, excluding Exhibit 99.1, is incorporated by reference into the Company’s Registration Statements on Form S-8 (File No. 333-284410 and 333-288923) and Form F-3 (333-291368), 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.

 

Forward Looking Statements

 

This Report contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For example, this Report states that the Offerings are expected to close on or about April 8, 2026. In fact, the closing of the Offering is subject to various conditions and contingencies as are customary in securities purchase agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur, the Offerings may not close. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Report on Form 6-K.

 

 

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EXHIBIT INDEX

 

Exhibit No.    
5.1   Opinion of Meitar | Law Offices, Israeli counsel to the Company
5.2   Opinion of Greenberg Traurig, P.A., U.S. counsel to the Company
10.1   Form of Securities Purchase Agreement
10.2   Registration Rights Agreement
10.3   Form of Pre-Funded Warrant
10.4   Form of Placement Agent Agreement
10.5   Form of PIPE Pre-Funded Warrant
10.6   Form of Ordinary Share Warrant
23.1   Consent of Meitar | Law Offices (included in Exhibit 5.1)
23.2   Consent of Greenberg Traurig, P.A. (included in Exhibit 5.2)
99.1   Press Release titled: “Polyrizon Ltd. Announces $3.5 Million Registered Direct Offering and Private Placement”

 

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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.
   
Date: April 8, 2026 By: /s/ Tomer Izraeli
  Name: Tomer Izraeli
  Title: Chief Executive Officer

 

 

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Exhibit 99.1

 

Polyrizon Ltd. Announces $3.5 Million Registered Direct Offering and Private Placement

 

RAANANA, ISRAEL, April 07, 2026 (GLOBE NEWSWIRE) -- Polyrizon Ltd. (NASDAQ: PLRZ) (the “Company”), a pre-clinical-stage biotechnology company developing intranasal protective solutions, today announced that it has entered into definitive agreements with a single institutional investor for the purchase and sale of its Ordinary Shares and pre-funded warrants in a registered direct offering. In a concurrent private placement, the Company also agreed to sell to the same investor pre-funded and investor warrants. Aggregate gross proceeds to the Company from both transactions are expected to be approximately $3.5 million.

 

The transactions consisted of the sale of 388,888 Units (or Pre-Funded Units), each consisting of one (1) Ordinary Share (or one (1) Pre-Funded Warrant to purchase one (1) Ordinary Share) and one (1) Common Warrant to purchase one (1) Ordinary Share, at a combined offering price of $9.00 per Unit (or $8.99999 per Pre-Funded Unit, equal to the offering price per Unit minus an exercise price of $0.00001 per Pre-Funded Warrant). In the registered direct offering, the Company agreed to sell 87,777 Ordinary Shares and 190,000 Pre-Funded Warrants. In the concurrent private placement, the Company agreed to sell 111,111 PIPE Pre-Funded Warrants and 388,888 PIPE Common Warrants. The Pre-Funded Warrants will be immediately exercisable (subject to registration for unregistered PIPE Pre-Funded Warrants) and may be exercised at any time until exercised in full. The Common Warrants have an exercise price of $9.00 per share. For each Pre-Funded Warrant sold in lieu of an Ordinary Share, the number of Ordinary Shares offered will be decreased on a one-for-one basis.

 

The transactions are expected to close on or about April 8, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offerings, together with its existing cash, for general corporate purposes and working capital. Following completion of the offering, the Company will have 2,083,939 Ordinary Shares issued and outstanding, assuming the exercise of all Pre-Funded Warrants and PIPE Pre-Funded Warrants issued in the offering.

 

Aegis Capital Corp. is acting as exclusive placement agent for the offerings. Greenberg Traurig, P.A. is acting as U.S. counsel to the Company and Meitar | Law Offices is acting as Israeli counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.

 

The registered direct offering is being made pursuant to an effective shelf registration statement on Form F-3 (No. 333-291368) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on December 3, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate @aegiscap.com, or by telephone at +1 (212) 813-1010.

 

The offer and sale of the securities in the private placement are being made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the Ordinary Shares and the Shares issuable upon exercise of the pre-funded warrants and warrants.

 

Interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 

 

 

About Polyrizon Ltd.

 

Polyrizon is a development stage biotech company specializing in the development of innovative medical device hydrogels delivered in the form of nasal sprays, which form a thin hydrogel-based shield containment barrier in the nasal cavity that can provide a barrier against viruses and allergens from contacting the nasal epithelial tissue. Polyrizon’s proprietary Capture and Contain TM, or C&C, hydrogel technology, comprised of a mixture of naturally occurring building blocks, is delivered in the form of nasal sprays, and potentially functions as a “biological mask” with a thin shield containment barrier in the nasal cavity. Polyrizon is further developing certain aspects of its C&C hydrogel technology such as the bioadhesion and prolonged retention at the nasal deposition site for intranasal delivery of drugs. Polyrizon refers to its additional technology, which is in an earlier stage of pre-clinical development, that is focused on nasal delivery of active pharmaceutical ingredients, or APIs, as Trap and Target ™, or T&T. For more information, please visit https://polyrizon-biotech.com.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses the timing and completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of proceeds therefrom. 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

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Polyrizon Ltd. (PLRZ) announce in its April 2026 financing?

Polyrizon announced a combined registered direct offering and concurrent private placement expected to raise about $3.5 million in gross proceeds. The transactions involve units made up of ordinary shares or pre-funded warrants plus common warrants, providing new capital for general corporate purposes and working capital.

How is the Polyrizon (PLRZ) $3.5 million offering structured?

The financing consists of 388,888 Units priced at $9.00 each, or Pre-Funded Units at $8.99999. Each unit includes one ordinary share (or one pre-funded warrant) and one common warrant, combining immediate equity or pre-funded exposure with additional five-year warrant upside.

What securities is Polyrizon (PLRZ) selling in the registered direct offering?

In the registered direct component, Polyrizon agreed to sell 87,777 Ordinary Shares and 190,000 Pre-Funded Warrants. These pre-funded warrants are exercisable at an exercise price of $0.00001 per share and do not expire until fully exercised, enabling near-equity exposure with minimal additional cash outlay.

What is included in Polyrizon’s (PLRZ) concurrent private placement?

The concurrent private placement includes 111,111 PIPE Pre-Funded Warrants and 388,888 PIPE Common Warrants. The PIPE Pre-Funded Warrants share the $0.00001 exercise price, while the common warrants have a $9.00 exercise price and a five-year term from issuance, adding longer-dated optionality.

How will the Polyrizon (PLRZ) offering affect shares outstanding?

Following completion of the offering, Polyrizon expects to have 2,083,939 Ordinary Shares issued and outstanding, assuming exercise of all pre-funded warrants issued. This figure reflects the fully realized equity from both the registered direct offering and the concurrent private placement structure.

How does Polyrizon (PLRZ) plan to use the $3.5 million in gross proceeds?

Polyrizon expects to use the net proceeds from the combined offerings, together with existing cash, for general corporate purposes and working capital. This typically includes funding operations, supporting R&D efforts, and covering routine corporate expenses to advance its pre-clinical programs.

What are the key warrant terms in the Polyrizon (PLRZ) financing?

Pre-Funded Warrants and PIPE Pre-Funded Warrants carry a token $0.00001 exercise price and no expiration until fully exercised. The Ordinary/Common Warrants, including PIPE Common Warrants, have a $9.00 exercise price and a five-year term, providing longer-term potential for additional share issuance.

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