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
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 September 3, 2026,
Polyrizon Ltd. (the “Company”), entered into a securities purchase agreement (the “Securities Purchase
Agreement”) with investors for the purchase and sale of 232,500 of the Company’s ordinary shares, no par value per share
(the “Ordinary Shares”) and 30,000 pre-funded warrants (the “RDO Pre-Funded Warrants”) to purchase up to
30,000 Ordinary Shares, in a registered direct offering (the “Registered Direct Offering”) at purchase price of $12.00 per Ordinary Share and $11.99999 per RDO Pre-Funded Warrant, respectively. The RDO 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 RDO 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 70,833 pre-funded warrants (the “PIPE Pre-Funded Warrants” and together with the RDO Pre-Funded Warrants, the
“Pre-Funded Warrants”) to purchase up to 70,833 Ordinary Shares and 333,333 ordinary share warrants to purchase up to 333,333
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 $12.00 per Ordinary Share and will have a 5-year term from the issuance date.
A holder of the Ordinary Share Warrants and the Pre-Funded Warrants
will not have the right to exercise any portion of its Ordinary Share Warrants or 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 9.99% of the number of the Ordinary Shares outstanding immediately after giving effect to such exercise.
The Offerings are
expected to close on or about September 4, 2026, subject to the satisfaction of customary closing conditions. The aggregate gross
proceeds to the Company are expected to be approximately $4.0 million. The Company expects to use the net proceeds from the
Offerings, together with its existing cash, for general corporate purposes, which include financing our operations, capital
expenditures and business development, technology development, and pursuing strategic opportunities, including but not limited
to, strategic acquisitions.
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 thirty (30) days following the effectiveness of
a resale registration statement (the “Resale Registration Statement”) providing for the resale of the Ordinary Shares issuable upon
the exercise of the PIPE Pre-Funded Warrants and the Ordinary Share Warrants (the “Release Date”), subject to permitted exceptions.
The Company also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Securities Purchase Agreement)
for a period of sixty (60) days following the Release Date, subject to permitted exceptions.
In
connection with the Private Placement, the Company entered into a registration rights agreement with the Purchasers on September 3,
2026 (the “Registration Rights Agreement”), pursuant to which the Company is required to file the Resale Registration
Statement 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 September 3, 2026, pursuant to which the Placement Agent agreed to serve as the placement
agent in connection with the Offerings. The Company agreed to pay the Placement Agent a cash placement fee equal to 8.0% of the gross proceeds
received in the Offerings and $75,000 for reasonable legal fees and disbursements for the Placement Agent’s counsel.
The
securities described above and to be issued in the Registered Direct Offering are being issued pursuant to a prospectus supplement dated
as of September 3, 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,
RDO 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 Offerings in a press release issued on September 3, 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 September 4, 2026. In fact, the closing of the Offerings 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.
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 $4.0 Million Registered Direct Offering and Private Placement” |
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: September 4, 2026 |
By: |
/s/ Tomer Izraeli |
| |
Name: |
Tomer Izraeli |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Polyrizon Ltd. Announces
$4.0 Million Registered Direct Offering and Private Placement
RAANANA, ISRAEL, Sept.
03, 2026 (GLOBE NEWSWIRE) -- Polyrizon Ltd. (NASDAQ: PLRZ) (the “Company”), a development-stage biotech company specializing
in the development of innovative intranasal hydrogels, 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 $4.0 million.
The transactions consisted
of the sale of 333,333 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 $12.00 per Unit
(or $11.99999 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 232,500 Ordinary Shares and 30,000 Pre-Funded Warrants. In the concurrent private
placement, the Company agreed to sell 70,833 PIPE Pre-Funded Warrants and 333,333 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 $12.00 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 September 4, 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 2,806,233 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. 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.
Before investing in this
offering, 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
