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: 001-42834
REGENTIS BIOMATERIALS LTD.
(Translation of registrant’s name into English)
60 Medinat Hayehudim Street, 4676652, 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 June 17, 2026, Regentis Biomaterials Ltd. (the “Company”)
entered into definitive securities purchase agreements (the “Purchase Agreements”) with certain accredited and institutional
investors (the “Purchasers”), pursuant to which the Company agreed to issues and sell to the Purchasers an aggregate of 1,844,543
ordinary shares, no par value per share, of the Company (the “Ordinary Shares”) and pre-funded warrants to purchase up to
12,600 Ordinary Shares (the “Pre-Funded Warrants”), together with ordinary warrants to purchase up to 1,857,143 Ordinary Shares
(the “Ordinary Warrants”, and, together with the Pre-Funded Warrants, the “Offering Warrants”), at a combined
purchase price of $3.50 per Ordinary Share and accompanying Ordinary Warrant, and $3.4999 per Pre-Funded Warrant and accompanying Ordinary
Warrant (the “Offering”). The aggregate gross proceeds from the Offering are expected to be approximately $6.5 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 23, 2026 .
The Company intends to use the net proceeds from the Offering to support
continued execution of its pivotal clinical trial for GelrinC and to advance preparation of the pre-market approval submission to the
Food and Drug Administration; to advance its Gelrin technology platform as well as product optimization; to support operational readiness,
including manufacturing scale-up, regulatory affairs, and intellectual property protection; to support European market entry activities,
including Medical Device Regulation compliance, marketing activities and related scale-up efforts and for working capital and 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 $4.20 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 Offering Warrants is subject to adjustment as
set forth in the Offering Warrants for share splits, share dividends, recapitalizations and similar events. The Offering Warrants are
subject to a provision prohibiting the exercise of such Offering 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 (which may be increased
to 9.99% on a holder by holder basis, upon 61 days’ prior written notice to the Company).
In connection with the Offering, the Company also entered into registration
rights agreements, dated as of June 17, 2026, with the Purchasers (the “Registration Rights Agreements”). Pursuant to the
Registration Rights Agreements, the Company agreed to file a registration statement (the “Registration Statement”) with the
Securities and Exchange Commission (the “SEC”) on the 15th trading day following the closing of the Offering to
register the resale of the Ordinary Shares issued in the Offering and the Ordinary Shares issuable upon exercise of the Offering 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, the 60th calendar
date after the filing date 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 Purchasers.
Under the Purchase Agreements, 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 17, 2026 and ending 90 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 17, 2026 and ending 90 days following the Effective Date. In addition,
subject to limited exceptions, the Purchase Agreement provides that for a period commencing on June 17, 2026 and ending 180 days 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.
ThinkEquity LLC acted as the exclusive 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 17, 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, a non-accountable expense allowance
equal to 1.0% of the gross proceeds and an expense reimbursement not to exceed $180,000 for accountable out-of-pocket expenses, including
the fees and expenses of its legal counsel. Also pursuant to the Placement Agency Agreement, on the closing date of the Offering, the
Company will issue to the Placement Agent or its designee warrants (the “Placement Agent Warrants”, and, together with the
Pre-Funded Warrants and the Ordinary Warrants, the “Warrants”) on substantially the same terms as the Ordinary Warrants to
purchase up to 92,857 Ordinary Shares, which equal to 5.0% of the aggregate Ordinary Shares and Pre-Funded Warrants sold in the Offering.
The Placement Agent Warrants will be exercisable six months from the date of commencement of sales in the Offering, at an exercise price
of $4.375 per Ordinary Share and will expire four and one-half years from the initial exercise date.
The Purchase Agreements 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 Ordinary Shares, 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(c)
of Regulation D promulgated thereunder. Each 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(a)(1), and is acquiring the Ordinary Shares, the Offering 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 Ordinary Shares, the Warrants
and the Warrant Shares have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Ordinary
Shares, 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 Ordinary Shares,
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 form of Purchase Agreement,
the form of Pre-Funded Warrant, the form of Ordinary Warrant, the form of Registration Rights Agreement, the form of Placement Agency
Agreement and the form of Placement Agent Warrant 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, 10.4, 10.5 and 10.6, respectively, and incorporated by reference herein.
On June 17, 2026, the Company issued a press release announcing the pricing
of the Offering and entry into the Purchase Agreements. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Form
of Securities Purchase Agreement, dated as of June 17, 2026, by and between Regentis Biomaterials Ltd. and the purchasers identified
on the signature pages thereto. |
| 10.2 |
|
Form of Pre-Funded Warrant. |
| 10.3 |
|
Form of Ordinary Warrant. |
| 10.4 |
|
Form of Registration Rights Agreement, dated as of June 17, 2026, by and between Regentis Biomaterials Ltd. and the purchasers identified on the signature pages thereto. |
| 10.5 |
|
Form
of Placement Agency Agreement, dated as of June 17, 2026, by and between Regentis Biomaterials Ltd. and ThinkEquity
LLC, as placement agent. |
| 10.6 |
|
Form of Placement Agent Warrant |
| 99.1 |
|
Press Release dated June 17, 2026 |
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.
| |
Regentis Biomaterials Ltd. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/ Ori Gon |
| |
Name: |
Ori Gon |
| |
|
Chief Financial Officer |
Date: June 18, 2026
Exhibit 99.1
Regentis Biomaterials Announces Pricing of a
$6.5 Million Private Placement
HERZLIYA, IL, June 17, 2026 — Regentis
Biomaterials Ltd. (“Regentis” or the “Company”) (NYSE American: RGNT), a regenerative medicine company focused on
innovative tissue repair solutions, today announced that it has entered into definitive securities purchase agreements with accredited
and institutional investors for the issuance and sale of ordinary shares (or pre-funded warrants in lieu thereof) together with warrants
, at a purchase price of $3.50 per ordinary share and accompanying ordinary warrant (or $3.4999 per pre-funded warrant and accompanying
ordinary warrant), in a private placement, for expected aggregate gross proceeds of approximately $6.5 million, before deducting placement
agent fees and estimated offering expenses payable by us.
The Company will be issuing a combination of 1,857,143
ordinary shares (or pre-funded warrants in lieu thereof), and ordinary warrants to purchase 1,857,143 ordinary shares. Each pre-funded
warrant will entitle the holder to acquire one ordinary share at an exercise price of $0.0001 per share and, will be exercisable immediately
until exercised in full, and each ordinary warrant will be immediately exercisable and entitle the holder to acquire one ordinary share
at an exercise price of $4.20 per share, for a period of five years following the closing of the private placement. The private placement
is expected to close on or about June 23, 2026, subject to the customary and satisfaction or waiver of closing conditions.
The Company intends to
use the net proceeds from the private placement to support continued execution of its pivotal clinical trial for GelrinC and to advance
preparation of the pre-market approval submission to the Food and Drug Administration (the “FDA”); to advance its Gelrin technology
platform as well as product optimization; to support operational readiness, including manufacturing scale-up, regulatory affairs, and
intellectual property protection; to support European market entry activities, including Medical Device Regulation compliance, marketing
activities and related scale-up efforts and for working capital and general corporate purposes.
ThinkEquity is acting as the exclusive placement
agent in connection with the private placement.
The offer and sale of the securities in the private
placement is being made in reliance on an exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder, and applicable state securities
laws. The securities to be sold in the private placement, including the ordinary shares, pre-funded warrants and ordinary warrants, have
not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent
an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable
state securities laws. The Company has agreed, pursuant to the terms of a registration rights agreement entered into with the investors,
to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the ordinary
shares and the ordinary shares issuable upon exercise of the pre-funded warrants and the ordinary warrants to be issued in the private
placement.
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 GelrinC®
Regentis’ lead product, GelrinC®,
is a cell-free, off-the-shelf hydrogel synchronized erosion and resorbable implant for the treatment of painful injuries to focal articular
knee cartilage. As an innovative regenerative medical product, GelrinC® offers an unprecedented solution that gives surgeons
and payers an off-the-shelf, ready to use, simple to perform, reliable, and cost-effective procedure that provides patients with a single,
10-minute procedure, faster recovery, sustained pain relief, and functional improvement for more than 4 years, based on clinical study
results to date. No effective off-the-shelf, ready to use treatment for focal knee cartilage defects is currently available on the market.
GelrinC® has CE Mark approval in the European Union and is now being evaluated in a pivotal U.S. Food and Drug Administration
(FDA) study, which has completed over 50% enrollment.
About Regentis Biomaterials
Regentis Biomaterials Ltd is a regenerative medicine
company dedicated to developing innovative tissue repair solutions that restore health and enhance quality of life. With an initial focus
on orthopedic treatments, Regentis’ Gelrin platform technology, based on synchronized, degradable hydrogel implants, regenerates
damaged or diseased tissue including inflamed cartilage and bone. Regentis’ lead product GelrinC®, is a cell-free,
off-the-shelf hydrogel that is eroded and resorbed in the knee, allowing the surrounding cells to regenerate the cartilage in a controlled
and synchronous process. GelrinC® aims to address a market of approximately 470,000 cases for cartilage knee repair
annually in the U.S. where no off-the-shelf treatment is available.
Forward-Looking Statements
This press release contains “forward-looking
statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained
in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by
the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,”
“expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,”
“predict,” “project,” “target,” “aim,” “should,” “will” “would,”
or the negative of these words or other similar expressions, although not all forward-looking statements contain these words, and include
the expected gross proceeds from the private placement, expected use of proceeds, and anticipated closing of the private placement. Forward-looking
statements are based on Regentis’ current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult
to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate.
Factors that may affect future results and may cause these forward-looking statements to be inaccurate include, without limitation: the
ability of our clinical trials to demonstrate safety and efficacy of GelrinC or any future product candidate, and other positive results;
the timing and focus of our preclinical studies and clinical trials, and the reporting of data from those studies and trials; the size
of the market opportunity for of GelrinC or any future product candidate, including our estimates of the number of patients who suffer
from the diseases we are targeting; our ability to accurately identify demand for product candidates; the success of competing therapies
that are or may become available; the beneficial characteristics, safety, efficacy and therapeutic effects of our product candidates;
our ability to obtain FDA approval for of GelrinC or any future product candidate and obtain and maintain regulatory approval; our ability
to obtain market acceptance of of GelrinC or any future product candidate from the medical community and third-party payors; our plans
relating to the further development of GelrinC or any future product candidate, including additional disease states or indications we
may pursue; existing regulations and regulatory developments in the United States and other jurisdictions; our plans and ability to obtain
or protect intellectual property rights, including extensions of patent terms where available and our ability to avoid infringing the
intellectual property rights of others; the need to hire additional personnel and our ability to attract and retain such personnel; our
estimates regarding expenses, future revenue, capital requirements and needs for additional financing; our dependence on third parties;
our financial performance and our ability to repay our loans and debts; and our ability to negotiate favorable terms in any collaboration,
licensing or other arrangements into which we may enter and perform our obligations under such collaborations. For a more detailed description
of the risks and uncertainties affecting Regentis, 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 section titled “Risk Factors”
in our Annual Report on Form 20-F filed with the SEC on February 24, 2026 and other public reports filed with the SEC. Forward-looking
statements contained in this announcement are made as of this date, and Regentis undertakes no duty to update such information except
as required under applicable law.
Contact:
acarlquist@medicavp.com
