ParaZero Technologies (NASDAQ: PRZO) plans $2M direct offering to investors
Rhea-AI Filing Summary
ParaZero Technologies Ltd. is raising capital through a registered direct offering to institutional investors, selling 1,000,000 ordinary shares and pre-funded warrants to purchase up to 1,000,000 ordinary shares. The ordinary shares are priced at $1.00 each and the pre-funded warrants at $0.99999 each, with the warrants immediately exercisable at a nominal exercise price of $0.00001 per share and no expiration until fully exercised.
The pre-funded warrants include a 4.99% beneficial ownership cap, limiting how many shares a holder can control after exercise. The offering is expected to close on or about January 13, 2026, subject to customary conditions, and is expected to generate approximately $2.0 million in gross proceeds. ParaZero plans to use the net proceeds, together with existing cash, for general corporate purposes and working capital, under an effective Form F-3 shelf registration.
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Insights
ParaZero arranges a ~$2M registered direct offering with equity and pre-funded warrants.
ParaZero Technologies Ltd. has entered into a securities purchase agreement with institutional investors for 1,000,000 ordinary shares and pre-funded warrants for up to 1,000,000 additional shares. Pricing at
The filing states expected aggregate gross proceeds of approximately
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: January 2026
Commission file number: 001-41760
ParaZero Technologies Ltd.
(Translation of registrant’s name into English)
1 Hatachana Street
Kfar Saba, 4453001, 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 January 12, 2026, ParaZero Technologies Ltd. (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with institutional investors for the purchase and sale of (i) 1,000,000 of the Company’s ordinary shares, par value NIS 0.02 per share (the “Ordinary Shares”), and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,000,000 Ordinary Shares, in a registered direct offering (the “Offering”) at a purchase price of $1.00 per Ordinary Share and $0.99999 per Pre-Funded Warrant.
The Pre-Funded Warrants will be immediately exercisable 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.
A holder of the Pre-Funded Warrants will not have the right to exercise any portion of its 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 Offering is expected to close on or about January 13, 2026, subject to the satisfaction of customary closing conditions. The aggregate gross proceeds to the Company are expected to be approximately $2.0 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.
The securities described above and to be issued in the Offering are being issued pursuant to a prospectus supplement dated as of January 12, 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. 333-281443) (the “Registration Statement”), which became effective on August 16, 2024, and the base prospectus dated as of August 16, 2024 contained in such 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 and the Pre-Funded Warrant are filed as Exhibits 10.1 and 10.2, 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 Gornitzky & Co. and Greenberg Traurig, P.A. relating to the securities issued in the Offering are attached as Exhibits 5.1 and 5.2, respectively.
This Report, excluding Exhibit 99.1, is incorporated by reference into the Company’s Registration Statements on Form S-8 (File No. 333-278268 and 333-285054) and Form F-3 (File Nos. 333-281443 and 333-275351), 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 of on Form 6-K 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 Offering is expected to close on or about January 13, 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, this Offering 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.
1
EXHIBIT INDEX
| Exhibit No. | ||
| 5.1 | Opinion of Gornitzky & Co., 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 | Form of Pre-Funded Warrant | |
| 23.1 | Consent of Gornitzky & Co. (included in Exhibit 5.1) | |
| 23.2 | Consent of Greenberg Traurig, P.A. (included in Exhibit 5.2) |
2
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.
| ParaZero Technologies Ltd. | ||
| (Registrant) | ||
| Date: January 12, 2026 | By: | /s/ Ariel Alon |
| Name: | Ariel Alon | |
| Title: | Chief Executive Officer | |
3
Exhibit 5.1
Date: January 12, 2026
To:
ParaZero Technologies Ltd.
1 Hatachana Street
Kfar Saba, 4453001
Israel
Re: ParaZero Technologies Ltd.
Ladies and Gentlemen:
We have acted as Israeli counsel to ParaZero Technologies Ltd. (the “Company”), an Israeli corporation, in connection with the Securities Purchase Agreement, dated January 12, 2026 (the “Securities Purchase Agreement”, which definition includes all listed exhibits and schedules thereto), entered into by and between the Company, and those certain investors signatory thereto, which provides for, among other things, the offer and sale by the Company of (i) 1,000,000 ordinary shares, par value NIS 0.02 per share, of the Company (the “Ordinary Shares”, and such number of Ordinary Shares, the “Purchased Shares”) and (ii) up to 1,000,000 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,000,000 Ordinary Shares at a nominal exercise price of $0.00001 per Pre-Funded Warrant Share (the “Pre-Funded Warrant Shares”).
The Purchased Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares are being registered under the Company’s shelf registration statement on Form F-3 (File No. 333-281443) (the “Registration Statement”) filed with the United States Securities and Exchange Commission (the “SEC”) under the United States Securities Act of 1933, as amended (the “Securities Act”) on August 9, 2024. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Registration Statement.
In connection with this opinion letter, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of the Registration Statement filed by the Company with the SEC and to which this opinion letter is filed as an exhibit, the exhibits to the Registration Statement, the prospectus supplement, dated January 12, 2026, filed in respect of the Securities Purchase Agreement, copies of the Company’s articles of association, as amended and resolutions of the Company’s Board of Directors and Pricing Committee. We have also examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction of such corporate records, certificates, agreements, documents and other instruments and have made such investigation of matters of fact and law, as we have deemed relevant and necessary for the basis of our opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the truth, accuracy and completeness of the information, representations and warranties contained in the corporate records, documents, certificates and instruments we have reviewed and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to all questions of fact material to the opinions set forth herein, we did not independently establish or verify such facts and we have relied, without independent investigation, upon statements, certificates or comparable documents of officers and representatives of the Company and upon certificates of public officials. We have considered such questions of Israeli law as we have deemed necessary for the purpose of rendering the opinions set forth herein.
Based on and subject to the foregoing, we are of the opinion that (i) the Purchased Shares are duly and validly issued, fully paid and non-assessable; and (ii) the Pre-Funded Warrant Shares have been duly authorized, and when a Pre-Funded Warrant is exercised by a purchaser pursuant to the terms thereof, including payment of the exercise price as provided for in the applicable Pre-Funded Warrant, the Pre-Funded Warrant Shares issuable consequently to such exercise by the Company to such purchaser will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of Israel and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of State of Israel and have not, for the purpose of giving the opinions set forth herein, made any investigation of the laws of any jurisdiction other than State of Israel and have not, for the purpose of giving the opinions set forth herein, made any investigation of the laws of any jurisdiction other than the State of Israel. This opinion letter is effective only as of its date and the opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement this opinion letter should any such law be changed by legislative action, judicial decision or otherwise or in the event of any change in facts, circumstances, events or developments of which we become aware. This opinion letter is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters. In addition, we render no opinion in relation to any representation made or given in the Registration Statement.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement. In giving such consent, we do not believe or admit that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the SEC issued thereunder with respect to any part of the Registration Statement, including this opinion letter as an exhibit or otherwise.
| Very truly yours, | |
| /s/ Gornitzky & Co., Advocates | |
| Gornitzky & Co., Advocates |
FAQ
What type of financing did ParaZero Technologies (PRZO) announce in this Form 6-K?
ParaZero Technologies Ltd. announced a registered direct offering to institutional investors, involving the sale of ordinary shares and pre-funded warrants under its effective Form F-3 shelf registration.
How many ParaZero (PRZO) shares and warrants are included in the new offering?
The transaction covers 1,000,000 ordinary shares and pre-funded warrants to purchase up to 1,000,000 ordinary shares, giving investors both immediate equity and a right to acquire additional shares.
What are the pricing terms for ParaZero (PRZO) shares and pre-funded warrants?
The ordinary shares are priced at $1.00 per share, while the pre-funded warrants are priced at $0.99999 per warrant and are exercisable at an exercise price of $0.00001 per share, as described in the agreement.
How much capital does ParaZero (PRZO) expect to raise from this offering?
ParaZero expects aggregate gross proceeds of approximately $2.0 million from the offering, before deducting expenses associated with the transaction.
How will ParaZero Technologies (PRZO) use the proceeds from the offering?
The company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital, without specifying a particular project.
What is the ownership limitation on ParaZero (PRZO) pre-funded warrants?
A holder cannot exercise pre-funded warrants if, after exercise, it would beneficially own more than 4.99% of the outstanding ordinary shares, based on the limitation language in the warrant terms.
When is the ParaZero (PRZO) registered direct offering expected to close?
The offering is expected to close on or about January 13, 2026, subject to the satisfaction of customary closing conditions outlined in the securities purchase agreement.
