Polyrizon (NASDAQ: PLRZ) prolongs Arrow Aviation 51% stake talks

Rhea-AI Filing Summary

Polyrizon Ltd. reports that it has extended negotiations for its proposed acquisition of a 51% stake in Arrow Aviation Ltd. The companies signed a letter agreement effective June 3, 2026, extending the MOU exclusivity and Initial Negotiation Period to June 30, 2026, while keeping all other MOU terms unchanged.

The report also states that this update is incorporated by reference into Polyrizon’s registration statements on Form S-8 and Form F-3 filed with the SEC.

Insights

Cross-border M&A and securities analyst

Polyrizon extends exclusive talks on a planned 51% Arrow Aviation stake.

Polyrizon Ltd. and Arrow Aviation Ltd. have prolonged the exclusivity and Initial Negotiation Period on their non-binding MOU for Polyrizon to acquire a 51% interest in Arrow Aviation, now running through June 30, 2026.

The MOU remains non-binding and all other terms stay in effect, so this filing mainly signals continued interest and ongoing due diligence rather than a completed transaction. Economic terms, valuation, and structure are not detailed here.

The update is also incorporated into Polyrizon’s Form S-8 and Form F-3 registration statements, linking this potential transaction to existing U.S. capital markets disclosures. Future company filings would be needed to describe any definitive agreement or closing terms.

Key Figures

Proposed stake: 51% interest in Arrow Aviation MOU announcement date: February 4, 2026 Exclusivity extension effective date: June 3, 2026 +2 more

5 metrics

Proposed stake 51% interest in Arrow Aviation Non-binding MOU for potential acquisition

MOU announcement date February 4, 2026 Initial announcement of non-binding MOU

Exclusivity extension effective date June 3, 2026 Letter agreement effective date

New exclusivity end date June 30, 2026 Extended exclusivity and Initial Negotiation Period

Incorporated registration forms Form S-8 and Form F-3 6-K incorporated by reference into these statements

Key Terms

Memorandum of Understanding, exclusivity period, Initial Negotiation Period, Registration Statements on Form S-8, +1 more

5 terms

Memorandum of Understanding financial

"announced the signing of a non-binding Memorandum of Understanding (the “MOU”)"

A memorandum of understanding (MOU) is a formal agreement between two or more parties that outlines their shared intentions and plans to work together. It acts like a handshake in writing, clarifying each side’s roles and expectations before any official contract is signed. For investors, an MOU signals that parties are serious about collaboration, which can influence future business opportunities and potential growth.

exclusivity period financial

"entered into a letter agreement extending the exclusivity period and Initial Negotiation Period"

An exclusivity period is a set amount of time during which only one party has the right to buy, sell, or make a deal with an asset or opportunity. For investors, it matters because it limits competition and gives the holder a guaranteed window to decide or act without interference from others, similar to having a temporary special right or first chance to make a move.

Initial Negotiation Period financial

"extending the exclusivity period and Initial Negotiation Period under the MOU"

Registration Statements on Form S-8 regulatory

"incorporated by reference into the Company’s Registration Statements on Form S-8"

Form F-3 regulatory

"and Form F-3 (333-291368), filed with the Securities and Exchange Commission"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

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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 June 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

As previously announced, on February 4, 2026, Polyrizon Ltd. (Nasdaq: PLRZ) (the “Company”) announced the signing of a non-binding Memorandum of Understanding (the “MOU”), with Arrow Aviation Ltd. (“Arrow Aviation”), relating to the Company’s proposed acquisition of a 51% stake in Arrow Aviation.

The Company hereby announces that, effective June 3, 2026, the Company and Arrow Aviation have entered into a letter agreement extending the exclusivity period and Initial Negotiation Period under the MOU to June 30, 2026. All other terms and conditions of the MOU remain in full force and effect.

This Form 6-K 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.

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.

	Polyrizon Ltd.
Date: June 5, 2026	By:	/s/ Tomer Izraeli
	Name:	Tomer Izraeli
	Title:	Chief Executive Officer

2

FAQ

What does Polyrizon Ltd. (PLRZ) report in this Form 6-K?

Polyrizon reports an extension of exclusive negotiations with Arrow Aviation for a potential 51% acquisition. A letter agreement effective June 3, 2026, moves the MOU’s exclusivity and Initial Negotiation Period deadline to June 30, 2026, while keeping all other MOU terms unchanged.

What is the proposed transaction between Polyrizon (PLRZ) and Arrow Aviation?

Polyrizon is pursuing a proposed acquisition of a 51% stake in Arrow Aviation under a non-binding Memorandum of Understanding. The companies have extended the exclusivity and Initial Negotiation Period to June 30, 2026, indicating continued discussions but not yet a definitive acquisition agreement.

How long is the exclusivity period for Polyrizon’s talks with Arrow Aviation now?

The exclusivity and Initial Negotiation Period under the MOU now run until June 30, 2026. This extension, effective June 3, 2026, gives both parties more time to negotiate detailed terms for the proposed 51% stake acquisition while maintaining other MOU conditions.

Is Polyrizon’s Memorandum of Understanding with Arrow Aviation binding?

The MOU between Polyrizon and Arrow Aviation is explicitly described as non-binding. This means it outlines intentions and negotiation terms for a potential 51% stake acquisition but does not obligate either party to complete the transaction under the current document.

How does this Polyrizon 6-K relate to its existing SEC registration statements?

The report is incorporated by reference into Polyrizon’s registration statements on Form S-8 (File Nos. 333-284410 and 333-288923) and Form F-3 (File No. 333-291368). This links the Arrow Aviation negotiations to Polyrizon’s existing U.S. securities offering documents.

Does this filing mean Polyrizon completed the Arrow Aviation acquisition?

No, the filing only confirms an extension of the negotiation and exclusivity period under a non-binding MOU. It does not state that a definitive agreement has been signed or that Polyrizon has closed on the 51% stake in Arrow Aviation.