Pulsenmore (NASDAQ: PLSM) prices $7.5M private placement deal

Rhea-AI Filing Summary

Pulsenmore Ltd. entered into a definitive agreement with a single healthcare-focused institutional investor for a $7.5 million private placement of pre-funded warrants and ordinary warrants. The investor will purchase 1,562,500 pre-funded warrants (or ordinary shares in lieu thereof) and ordinary warrants to buy up to 1,562,500 ordinary shares at a combined price of $4.7999–$4.80 per unit.

The pre-funded warrants are exercisable immediately at $0.0001 per share with no expiry until fully exercised, while the ordinary warrants are exercisable immediately at $4.80 per share and expire five years after issuance. Warrant exercises are capped so the holder cannot exceed 4.99% beneficial ownership of Pulsenmore’s ordinary shares.

Pulsenmore plans to use net proceeds for marketing and commercialization, working capital and general corporate purposes. The company will pay A.G.P./Alliance Global Partners a 7.0% cash fee and up to $50,000 in expenses, has agreed to registration of the resale shares, and accepted lock-up and no-variable-rate-transaction covenants for defined post‑effective periods.

Key Figures

Gross proceeds: $7.5 million Pre-funded warrant units: 1,562,500 pre-funded warrants Ordinary warrant units: 1,562,500 ordinary warrants +5 more

8 metrics

Gross proceeds $7.5 million Expected aggregate gross proceeds from the Offering

Pre-funded warrant units 1,562,500 pre-funded warrants Maximum pre-funded warrants issuable under the Purchase Agreement

Ordinary warrant units 1,562,500 ordinary warrants Ordinary warrants to purchase up to 1,562,500 ordinary shares

Unit purchase price $4.7999–$4.80 per unit Combined price per ordinary share or pre-funded warrant plus accompanying warrant

Pre-funded warrant exercise price $0.0001 per share Exercise price for each pre-funded warrant ordinary share

Ordinary warrant exercise price $4.80 per share Exercise price for each ordinary warrant share

Placement agent fee 7.0% of gross proceeds Cash placement fee payable to A.G.P./Alliance Global Partners

Expense reimbursement cap $50,000 Maximum accountable out-of-pocket legal expenses reimbursable to placement agent

Key Terms

pre-funded warrants, ordinary warrants, Registration Statement, variable rate transaction, +2 more

6 terms

pre-funded warrants financial

"issue and sell to the Purchaser pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,562,500 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.

ordinary warrants financial

"together with ordinary warrants to purchase up to 1,562,500 Ordinary Shares (the “Ordinary Warrants”)"

A warrant that gives its holder the right to buy ordinary shares (common stock) at a fixed price for a set period. Think of it as a coupon that lets an investor purchase a share later at a predetermined price; if the market price rises above that price the coupon is valuable, otherwise it may expire worthless. Investors care because exercising warrants can amplify gains but also dilute existing shareholders by increasing the number of shares outstanding.

Registration Statement regulatory

"file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

variable rate transaction financial

"will not effect or enter into an agreement to effect a “variable rate transaction”, as defined in the Purchase Agreement"

Section 4(a)(2) of the Securities Act regulatory

"offered and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, under Section 4(a)(2)"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Regulation D regulatory

"Rule 506(b) of Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/25/2026 - 04:45 PM Accepted by SEC EDGAR 06/25/2026 - 04:44 PM Learn about SEC filing dates

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

001-43033

(Commission File Number)

PULSENMORE LTD.

(Exact name of Registrant as specified in its charter)

8 Omarim St.

Omer 8496500, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

CONTENTS

On June 25, 2026, Pulsenmore Ltd. (the “Company”) entered into a definitive securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,562,500 ordinary shares, par value NIS 0.00032 per share, of the Company (“Ordinary Shares”), together with ordinary warrants to purchase up to 1,562,500 Ordinary Shares (the “Ordinary Warrants”, and, together with the Pre-Funded Warrants, the “Warrants”), at a combined purchase price of $4.7999 per Pre-Funded Warrant and accompanying Ordinary Warrant (the “Offering”). The aggregate gross proceeds from the Offering are expected to be approximately $7.5 million, prior to deducting placement agent fees and estimated offering expenses payable by the Company. The Offering is expected to close on or about June 26, 2026, subject to the satisfaction of customary closing conditions.

The Company currently intends to use the net proceeds from the Offering for marketing and commercialization activities, working capital and other general corporate purposes.

The Pre-Funded Warrants have an exercise price of $0.0001 per Ordinary Share, are immediately exercisable upon issuance and will not expire until exercised in full. The Ordinary Warrants have an exercise price of $4.80 per Ordinary Share, are immediately exercisable upon issuance and will expire on the five-year anniversary from the date of issuance.

The exercise price of the Warrants is subject to adjustment as set forth in the Warrants for share splits, share dividends, recapitalizations and similar events. The Warrants are subject to a provision prohibiting the exercise of such Warrants to the extent that, after giving effect to such exercise, the holder of such warrant (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% of the outstanding Ordinary Shares.

In connection with the Offering, the Company agreed to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) no later than the 10^th trading day following the date of the Purchase Agreement to register the resale of the Ordinary Shares issuable upon exercise of the Warrants, and to use commercially reasonable efforts to cause such Registration Statement to be declared effective within 30 days following the filing of the Registration Statement with the SEC (or, in the event of a “full review” by the SEC, 60 days following the filing of the Registration Statement) (the “Effective Date”). If the Company fails to meet the specified filing deadlines or keep the Registration Statement effective, subject to certain permitted exceptions, the Company will be required to pay liquidated damages to the Purchaser.

Under the Purchase Agreement, the Company has agreed not to enter into any agreement to issue or announce the issuance or proposed issuance of any Ordinary Shares or Ordinary Share equivalents, or file any registration statement or amendment or supplement thereto, other than the Registration Statement or a registration statement on Form S-8 in connection with any employee benefit plan for a period commencing on June 25, 2026 and ending 30 days following the Effective Date, subject to certain customary exceptions. In addition, the Company’s officers and directors entered into lock up agreements pursuant to which they will not offer, sell, contract to sell, or otherwise dispose of Ordinary Shares and other securities beneficially owned, subject to customary exceptions, for a period commencing on June 25, 2026 and ending 30 days following the Effective Date. In addition, subject to limited exceptions, the Purchase Agreement provides that for a period commencing on June 25, 2026 and ending six months following the Effective Date, the Company will not effect or enter into an agreement to effect a “variable rate transaction”, as defined in the Purchase Agreement, subject to certain exceptions.

A.G.P./Alliance Global Partners acted as the sole placement agent (the “Placement Agent”) in connection with the Offering, pursuant to a placement agency agreement between the Company and the Placement Agent, dated as of June 25, 2026 (the “Placement Agency Agreement”). Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash placement fee equal to 7.0% of the gross proceeds of the Offering, and an expense reimbursement not to exceed $50,000 for accountable out-of-pocket legal expenses.

2

The Purchase Agreement and Placement Agency Agreement contain customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement and Placement Agency Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement and the Placement Agency Agreement, and may be subject to limitations agreed upon by the contracting parties.

The Warrants and the Ordinary Shares issuable upon exercise of the Warrants (the “Warrant Shares”) were offered and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The Purchaser represented that it is an accredited investor, as that term is defined in Regulation D, or a qualified institutional buyer as defined in Rule 144A under the Securities Act, and is acquiring the Warrants and the Warrant Shares as principal for its own account and has no arrangements or understandings for any distribution thereof. The offer and sale of the foregoing securities is being made without any form of general solicitation or advertising. The Warrants and the Warrant Shares have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Warrants and the Warrant Shares may not be offered or sold 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.

This Report of Foreign Private Issuer on Form 6-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the Warrants or Warrant Shares 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.

The foregoing summaries of the material terms of the Purchase Agreement, the Ordinary Warrant, the Pre-Funded Warrant, and the Placement Agency Agreement are not complete and are qualified in their entirety by reference to the full text thereof, copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated by reference herein.

On June 25, 2026, the Company issued a press release announcing the pricing of the Offering and entry into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

EXHIBITS

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement, dated as of June 25, 2026, by and between Pulsenmore Ltd. and the purchaser identified on the signature page thereto.
10.2		Form of Ordinary Warrant.
10.3		Form of Pre-Funded Warrant.
10.4		Form of Placement Agency Agreement, dated as of June 25, 2026, by and between Pulsenmore Ltd. and A.G.P./Alliance Global Partners, as placement agent.
99.1		Press Release dated June 25, 2026

3

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.

	Pulsenmore Ltd.
Date: June 25, 2026	By:	/s/ Eran Hirsh
		Eran Hirsh
		Chief Financial Officer

4

Exhibit 99.1

Pulsenmore Announces Pricing of $7.5 Million Private Placement with a Single Healthcare Focused Institutional Investor

RAMAT GAN, Israel, June 25, 2026 /PRNewswire/ — Pulsenmore Ltd. (NASDAQ: PLSM) (TASE: PLSM), a pioneer in home ultrasound technology, today announced that it has entered into a securities purchase agreement with a healthcare-focused institutional investor, for the purchase and sale of 1,562,500 ordinary shares (or pre-funded warrants in lieu thereof) and ordinary warrants to purchase up to 1,562,500 ordinary shares in a private placement at a combined purchase price of $4.80 per ordinary share and accompanying warrant (or $4.7999 per pre-funded warrant and accompanying ordinary warrant), representing a premium to the Nasdaq Minimum Price under Nasdaq rules. The gross proceeds from the offering are expected to be approximately $7.5 million, before deducting placement agent commissions and other estimated offering expenses. The ordinary warrants will have an exercise price of $4.80 per share, will be exercisable immediately upon issuance, and will expire five years following the date of issuance. The pre-funded warrants will have at an exercise price of $0.0001 per share and will be exercisable immediately until exercised in full.

Elazar Sonnenschein, Chief Executive Officer of Pulsenmore commented, “This financing supports our next phase of growth and is intended to enable us to further expand our commercial footprint, particularly in the U.S. market, increase market penetration, and execute on strategic initiatives designed to drive long-term growth. We remain focused on advancing our mission, strengthening our market position, and delivering sustainable value to all stakeholders.”

The closing of the Offering is expected to occur on or about June 26, 2026, subject to the satisfaction of customary closing conditions. The Company currently intends to use the net proceeds from the Offering for marketing and commercialization activities, working capital and other general corporate purposes.

A.G.P./Alliance Global Partners is acting as the sole placement agent for the Offering.

The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold 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. Pursuant to the terms of the securities purchase agreement entered into with the investor, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the ordinary shares and ordinary shares underlying Warrants sold in the Offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, 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 Pulsenmore

Pulsenmore Ltd. is dedicated to revolutionizing maternal health through home-use ultrasound technology that connects mothers and healthcare providers remotely. By leveraging advanced imaging and telemedicine, Pulsenmore makes prenatal care patient-centric, expanding access and improving continuity of care. For more information, visit www.pulsenmore.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. In particular, statements using words such as “may,” “seek,” “will,” “consider,” “likely,” “assume,” “estimate,” “expect,” “anticipate,” “intend,” “believe,” “contemplate,” “do not believe,” “aim,” “goal,” “due,” “predict,” “plan,” “project,” “continue,” “potential,” “positioned,” “guidance,” “objective,” “outlook,” “trends,” “future,” “could,” “would,” “should,” “target,” “on track” or their negatives or variations, and similar terminology and words of similar import, generally involve future or forward-looking statements. Such forward-looking statements include, but are not limited to, the anticipated gross proceeds from the Offering, the intended use of proceeds therefrom, the satisfaction of customary closing conditions, and the expected timing and completion of the Offering. Forward-looking statements reflect Pulsenmore’s current views, plans, or expectations with respect to future events or financial performance. They are inherently subject to significant business, economic, competitive, and other risks, uncertainties, and contingencies. Forward-looking statements are based on Pulsenmore’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict, including, but not limited to, the following: the Company’s lack of operating history; the Company’s current and future capital requirements and the Company’s belief that its existing cash will be sufficient to fund its operations for more than one year from the date that the financial statements are issued; the Company’s ability to manufacture, market and sell its products and to generate revenues; the Company’s ability to maintain its relationships with key partners and grow relationships with new partners; the Company’s ability to maintain or protect the validity of its U.S. and other patents and other intellectual property; the Company’s ability to launch and penetrate markets in new locations and new market segments; the Company’s ability to retain key executive members and hire additional personnel; the Company’s ability to maintain and expand intellectual property rights; interpretations of current laws and the passages of future laws; the Company’s ability to achieve greater regulatory compliance needed in existing and new markets; the Company’s ability to achieve key performance milestones in its planned operational testing; the Company’s ability to establish adequate sales, marketing and distribution channels; security, political and economic instability in the Middle East that could harm its business; and acceptance of the Company’s business model by investors. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. 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 SEC, including, but not limited to, the risks, uncertainties and other factors included in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 filed with the SEC on March 30, 2026 and in subsequent filings with the SEC. The inclusion of forward-looking statements in this or any other communication should not be considered as a representation by Pulsenmore or any other person that current plans or expectations will be achieved. Forward-looking statements speak only as of the date on which they are made, and Pulsenmore undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as otherwise required by law.

Investor Contact:

Miri Segal-Scharia

MS-IR LLC

msegal@ms-ir.com

FAQ

What financing transaction did Pulsenmore (PLSM) announce in this Form 6-K?

Pulsenmore agreed to a $7.5 million private placement with a single healthcare-focused institutional investor, issuing pre-funded warrants or shares and ordinary warrants, providing new capital for marketing, commercialization, working capital and general corporate purposes.

How many Pulsenmore securities are included in the June 2026 private placement?

The deal covers 1,562,500 ordinary shares (or pre-funded warrants in lieu thereof) and ordinary warrants to purchase up to 1,562,500 additional ordinary shares, giving the investor a significant potential future equity position if all warrants are fully exercised.

What are the exercise prices and terms of Pulsenmore’s new warrants?

Pre-funded warrants are exercisable immediately at $0.0001 per share with no expiration until fully exercised. Ordinary warrants are exercisable immediately at $4.80 per share and expire five years after issuance, with anti-dilution adjustments for corporate actions.

How will Pulsenmore use the $7.5 million gross proceeds from the offering?

Pulsenmore currently intends to use net proceeds for marketing and commercialization activities, working capital and other general corporate purposes, supporting its efforts to expand commercial reach and fund ongoing operational needs as it scales its home ultrasound business.

What lock-up and issuance restrictions apply to Pulsenmore after this private placement?

Under the purchase agreement, Pulsenmore agreed not to issue most new shares or equivalents from June 25, 2026 until 30 days after the resale registration becomes effective. Officers and directors also signed lock-ups for the same period, restricting sales of their holdings.

Is Pulsenmore registering the shares issued in this private placement?

The securities were sold under exemptions from registration, but Pulsenmore agreed to file a registration statement within 10 trading days to register the resale of underlying ordinary shares and to seek SEC effectiveness within 30 or 60 days, depending on SEC review.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 14.5 KB

Agreements & Contracts

• EX-10.1 EX-10.1 296.5 KB
• EX-10.2 EX-10.2 122.2 KB
• EX-10.3 EX-10.3 118.7 KB
• EX-10.4 EX-10.4 60.2 KB