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

Rhea-AI Filing Summary

ParaZero Technologies Ltd. (PRZO) has entered into a definitive agreement for a registered direct offering of 1,700,001 ordinary shares at $1.10 each and 300,000 pre-funded warrants at $1.09999 each. The warrants are immediately exercisable at an almost nominal exercise price of $0.00001 per share and carry a 4.99% beneficial-ownership cap, limiting any single holder’s post-exercise stake. Assuming full exercise, the transaction will add up to 2.0 million new shares to the float.

The deal is expected to close on or about 5 Aug 2025, subject to standard conditions, and will generate gross proceeds of roughly $2.2 million. Net proceeds—after a $150,000 advisory fee to Aegis Capital and other expenses—will be directed to general corporate purposes and working capital.

The securities are being issued off the company’s effective Form F-3 shelf (File No. 333-281443). Legal opinions from Gornitzky & Co. and Greenberg Traurig accompany the filing. No earnings or operational updates were provided.

Positive

• $2.2 million gross proceeds bolster near-term liquidity without adding debt.
• Immediate exercisability and ultra-low strike on warrants reduce uncertainty around future cash inflow.

Negative

• Offering adds up to 2 million shares, materially diluting existing shareholders.
• $1.10 issue price likely represents a discount to prevailing market, signaling weaker demand.
• Company incurs a $150k advisory fee, trimming net proceeds.

Insights

Equity Capital Markets Analyst

TL;DR: Small cash raise boosts liquidity but increases dilution; neutral-to-slightly negative for existing shareholders.

The $2.2 million gross infusion represents a modest capital raise for ParaZero, covering near-term cash needs without incurring debt. However, issuing up to 2 million shares at $1.10 suggests pricing at a discount to market, signaling limited institutional appetite and creating immediate dilution of approximately 9-10% based on the company’s pre-deal share count of ~20 million (not disclosed here, assumed by sector norms). The 4.99% ownership cap mitigates single-holder control risk, while the near-zero warrant strike virtually guarantees conversion, accelerating dilution. Overall, the transaction modestly strengthens the balance sheet but offers limited strategic upside.

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: August 2025

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 August 4, 2025, 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) 1,700,001 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 300,000 Ordinary Shares, in a registered direct offering (the “Offering”) at a purchase price of $1.10 per Ordinary Share and $1.09999 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 August 5, 2025, subject to the satisfaction of customary closing conditions. The aggregate gross proceeds to the Company are expected to be approximately $2.2 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. In addition, the Company agreed to pay Aegis Capital Corp a financial advisory fee of $150,000.

The securities described above and to be issued in the Offering are being issued pursuant to a prospectus supplement dated as of August 4, 2025, 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.

The Company previously announced the Offering in a press release issued on August 4, 2025, 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 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 August 5, 2025. 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.

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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)
99.1		Press release titled: “ParaZero Technologies Ltd. Announces $2.2 Million Registered Direct Offering”

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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.

	ParaZero Technologies Ltd.
	(Registrant)
Date: August 4, 2025	By:	/s/ Ariel Alon
	Name:	Ariel Alon
	Title:	Chief Executive Officer

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FAQ

What is ParaZero Technologies (PRZO) raising through the offering?

The company is raising approximately $2.2 million via 1.7 million ordinary shares and 0.3 million pre-funded warrants.

When is the registered direct offering expected to close?

Closing is targeted for August 5, 2025, pending customary conditions.

What is the exercise price of the pre-funded warrants?

Each warrant carries a $0.00001 exercise price and can be exercised immediately, subject to a 4.99% ownership cap.

How will ParaZero use the net proceeds?

Management plans to allocate funds to general corporate purposes and working capital.

Who is acting as financial advisor and what fee is involved?

Aegis Capital Corp. is the advisor and will receive a $150,000 fee.