ParaZero Technologies (NASDAQ: PRZO) raises $4M in direct share and warrant sale
Rhea-AI Filing Summary
ParaZero Technologies Ltd. entered into a definitive agreement for a registered direct offering of 5,333,333 ordinary shares (or pre-funded warrants) at $0.75 per share, raising approximately $4 million before fees. The pre-funded warrants are priced at $0.74999 and carry a de minimis $0.00001 exercise price.
The pre-funded warrants are immediately exercisable, have no expiration, and include a 4.99% beneficial ownership cap. The deal is expected to close on or about March 24, 2026, with net proceeds, together with existing cash, earmarked for general corporate purposes and working capital. Aegis Capital Corp. acts as exclusive placement agent, earning a 7.0% cash fee plus $50,000 for expenses, and total shares outstanding are expected to be 28,760,239 after completion, assuming full warrant exercise.
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Insights
ParaZero raises ~$4M via discounted equity and pre-funded warrants.
ParaZero Technologies Ltd. is using its effective Form F-3 shelf to complete a registered direct offering with a single institutional investor. The structure combines 1,208,333 ordinary shares and up to 4,125,000 pre-funded warrants, totaling 5,333,333 securities at $0.75 per share (or $0.74999 per warrant).
The pre-funded warrants are immediately exercisable at $0.00001 and do not expire, while a 4.99% ownership cap limits any single holder’s post-exercise stake. This kind of pre-funded structure often appeals to investors managing ownership thresholds while still providing the issuer with near-equity capital.
Gross proceeds are expected to be about $4 million, with a 7.0% placement fee and $50,000 in legal costs owed to the placement agent. The company plans to use net proceeds, alongside existing cash, for general corporate purposes and working capital, and indicates that shares outstanding would reach 28,760,239 after full warrant exercise.
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: March 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 March 23, 2026, ParaZero Technologies Ltd. (the “Company”), entered into a definitive securities purchase agreement (the “Securities Purchase Agreement”) with investors for the purchase and sale of (i) 1,208,333 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 4,125,000 Ordinary Shares, in a registered direct offering (the “Offering”) at a purchase price of $0.75 per Ordinary Share and $0.74999 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 March 24, 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 Offering, together with its existing cash, for general corporate purposes and working capital.
The Securities Purchase Agreement also contains 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 sixty (60) days following the closing date.
The Company also entered into a letter agreement (the “Placement Agent Agreement”) with Aegis Capital Corp., as sole placement agent (the “Placement Agent”), dated March 23, 2026, pursuant to which the Placement Agent agreed to serve as the placement agent in connection with the Offering. The Company agreed to pay the Placement Agent a cash placement fee equal to 7.0% of the gross proceeds received in the Offering and $50,000 for reasonable legal fees and disbursements for the Placement Agent’s counsel.
The securities described above and to be issued in the Offering are being issued pursuant to a prospectus supplement dated as of March 23, 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, the Pre-Funded Warrant, and the Placement Agent Agreement are filed as Exhibits 10.1, 10.2, and 10.3, 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.
The Company previously announced the Offering in a press release issued on March 23, 2026, which is attached hereto as Exhibit 99.1 and incorporated here.
This Report, excluding Exhibit 99.1, is incorporated by reference into the Company’s Registration Statements on Form S-8 (File No. 333-278268, 333-285054 and 333-293924) 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 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 March 24, 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 | |
| 10.3 | Form of Placement Agent Agreement | |
| 23.1 | Consent of Gornitzky & Co. (included in Exhibit 5.1) | |
| 23.2 | Consent of Greenberg Traurig, P.A. (included in Exhibit 5.2) | |
| 99.1 | Press release titled: “ParaZero Technologies Ltd. Announces $4 Million Registered Direct Offering” |
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: March 24, 2026 | By: | /s/ Ariel Alon |
| Name: | Ariel Alon | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
ParaZero Technologies Ltd. Announces $4 Million Registered Direct Offering
TEL AVIV, ISRAEL, March 23, 2026 (GLOBE NEWSWIRE) -- ParaZero Technologies Ltd. (NASDAQ: PRZO) (the “Company”), an aerospace defense company pioneering smart, autonomous solutions for the global manned and unmanned aerial systems (UAS) industry, today announced that it has entered into a definitive agreement in a registered direct offering with a single institutional investor for the purchase and sale of approximately $4 million of ordinary shares and pre-funded warrants at a price of $0.75 per ordinary share.
The offering consisted of the sale of 5,333,333 ordinary shares (or pre-funded warrants) at a public offering price of $0.75 per ordinary share (or $0.74999 for each pre-funded warrant, which is equal to the public offering price per ordinary share to be sold in the offering minus an exercise price of $0.00001 per pre-funded warrant). The pre-funded warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each pre-funded warrant sold in the offering, the number of ordinary shares in the offering will be decreased on a one-for-one basis.
Aggregate gross proceeds to the Company are expected to be approximately $4 million. The transaction is expected to close on or about March 24, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital. Following completion of the offering, the Company will have 28,760,239 ordinary shares issued and outstanding, assuming the exercise of all pre-funded warrant issued in the offering.
Aegis Capital Corp. is acting as exclusive placement agent for the offering. Greenberg Traurig, P.A. and Gornitzky & Co. are acting as co-counsels 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. 333-281443) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on August 16, 2024. 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.
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 ParaZero Technologies
ParaZero Technologies Ltd. (Nasdaq: PRZO) is an aerospace defense company pioneering smart, autonomous solutions for the global manned and unmanned aerial systems (UAS) industry. Founded in 2014 by aviation professionals and drone industry veterans, ParaZero is a recognized leader in advanced drone technologies, supporting commercial, industrial, and governmental operations worldwide. The company’s product portfolio includes SafeAir, an autonomous parachute recovery system designed for aerial safety and regulatory compliance; DefendAir, a counter-UAS net-launching platform for protection against hostile drones in both battlefield and urban environments; and DropAir, a precision aerial delivery system. ParaZero’s mission is to redefine the boundaries of aerial operations with intelligent, mission-ready systems that enhance safety, scalability, and security. For more information, visit https://parazero.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act 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 on Form 20-F filed with the SEC on March 21, 2025 and in 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. ParaZero is not responsible for the content of third-party websites.
Michal Efraty
Investor Relations
michal@efraty.com
FAQ
What did ParaZero Technologies (PRZO) announce in this Form 6-K?
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What are the key terms of ParaZero’s (PRZO) pre-funded warrants?
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What fees is ParaZero (PRZO) paying to the placement agent Aegis Capital?
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Filing Exhibits & Attachments
6 documentsPress Releases
Agreements & Contracts
