[6-K] Polyrizon Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Polyrizon Ltd. (PLRZ) is implementing a reverse share split of its ordinary shares at a 1-for-6 ratio, so every six existing ordinary shares will be consolidated into one new ordinary share. The company states that trading on the Nasdaq Capital Market on a split-adjusted basis will begin on November 28, 2025.

After the reverse split, the number of issued and outstanding ordinary shares will be adjusted from 6,250,053 to 1,041,676, while the authorized share capital will remain unchanged. Fractional shares will not be issued; fractions greater than 0.5 will be rounded up to the nearest whole share. The company will also make proportionate adjustments to the per share exercise price and the number of ordinary shares underlying all outstanding warrants and options.

Insights

Equity Structure & Corporate Actions Analyst

Polyrizon enacts a 1-for-6 reverse split, reducing share count without changing overall equity value.

The reverse share split consolidates every six existing ordinary shares of Polyrizon Ltd. into one, cutting the issued and outstanding share count from 6,250,053 to 1,041,676. This type of action typically changes the share price and share count proportionally, without altering the company’s total market value by itself.

The filing notes that authorized share capital will remain the same, so the change is focused on the existing issued and outstanding shares. Fractional entitlements greater than 0.5 will be rounded to a whole share, which slightly alters holdings at the margin. Warrants and options are being adjusted proportionately in both exercise price and underlying share amount, which helps keep the economic terms of those instruments consistent after November 28, 2025, when split-adjusted trading is set to begin.

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 2025

Commission file number: 001-42375

Polyrizon Ltd.

(Translation of registrant’s name into English)

5 Ha-Tidhar Street

Raanana, 4366507, 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

Polyrizon Ltd. (the “Company”) is announcing that it will effect a reverse share split of the Company’s ordinary shares at the ratio of 1-for-6, such that each six (6) ordinary shares, no par value, shall be consolidated into one (1) ordinary share, no par value. The first date when the Company’s ordinary shares will begin trading on the Nasdaq Capital Market after implementation of the reverse split will be Friday, November 28, 2025.

Following the implementation of the reverse split, the Company’s authorized share capital will remain unchanged. The reverse split will adjust the number of issued and outstanding ordinary shares of the Company from 6,250,053 ordinary shares to 1,041,676 ordinary shares (subject to any further adjustments based on the treatment of fractional shares).

No fractional ordinary shares will be issued as a result of the reverse split. All fractional ordinary shares of more than 0.5 will be rounded to the nearest whole ordinary share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding warrants and options entitling the holders to purchase ordinary shares. The new CUSIP number for the ordinary shares will be M79549206.

This Form 6-K is incorporated by reference into the Registrant’s Registration Statements on Form S-8 (File Nos. 333-284410 and 333-288923) and F-3 (File No. 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.

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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: November 25, 2025	By:	/s/ Tomer Izraeli
	Name:	Tomer Izraeli
	Title:	Chief Executive Officer

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FAQ

What reverse share split is Polyrizon Ltd. (PLRZ) implementing?

Polyrizon Ltd. is implementing a 1-for-6 reverse share split, meaning every six existing ordinary shares will be consolidated into one new ordinary share.

When will Polyrizon (PLRZ) begin trading on a split-adjusted basis?

Polyrizon’s ordinary shares are expected to begin trading on the Nasdaq Capital Market on a split-adjusted basis on November 28, 2025.

How will Polyrizon’s outstanding shares change after the reverse split?

After the reverse split, the number of issued and outstanding ordinary shares will be adjusted from 6,250,053 shares to 1,041,676 shares.

Does the Polyrizon reverse split change the authorized share capital?

No. The filing states that following the implementation of the reverse split, authorized share capital will remain unchanged.

How will Polyrizon handle fractional shares from the reverse split?

No fractional ordinary shares will be issued. Fractional shares of more than 0.5 will be rounded to the nearest whole ordinary share.

What happens to Polyrizon warrants and options after the reverse split?

The company will make a proportionate adjustment to both the per share exercise price and the number of ordinary shares issuable upon exercise of all outstanding warrants and options.

Is this Polyrizon 6-K incorporated into existing registration statements?

Yes. The 6-K is incorporated by reference into Polyrizon’s Form S-8 registration statements (File Nos. 333-284410 and 333-288923) and its Form F-3 registration statement (File No. 333-291368).