ZOOZ STRATEGY SEC Filings

ZOOZ Strategy Ltd. reports preliminary 2025 figures showing a much stronger balance sheet and a shift toward its Bitcoin-focused strategy. As of December 31, 2025, the company had cash and cash equivalents of about $27.1 million, up from $2.5 million at June 30, 2025 and $7.5 million at December 31, 2024, mainly from private placements completed in July and September 2025. By year-end 2025 it had no outstanding debt beyond roughly $1.3 million of routine payables and had fully repaid promissory notes totaling $3.15 million that were owed at prior dates.

Since adopting a Bitcoin treasury strategy in July 2025, ZOOZ purchased 1,046 Bitcoin at an average price of $112,745, for total consideration of about $121.9 million, and held all of it at December 31, 2025. Through its ATM program, it sold 1,047,320 and 95,500 ordinary shares at average prices of $2.39 and $1.79, raising gross proceeds of about $3,989,933. The company paused new ZOOZTER™-100 system sales in the second half of 2025 while pursuing strategic alternatives, including talks with a defence and intelligence electronics company and exploring cash-flowing businesses in the Bitcoin ecosystem. Two directors resigned for personal reasons effective January 20, 2026, and the board size was reduced from eight to six members.

ZOOZ Power Ltd. shareholder group led by Y.D. More Investments filed Amendment No. 2 to a Schedule 13G reporting their updated stake in the company. The Reporting Persons collectively beneficially own 721,999 ordinary shares, representing 0.45% of ZOOZ Power’s ordinary shares, based on 161,899,782 shares outstanding as of December 31, 2025. The filing states that their ownership percentage fell from approximately 6% to below 5% solely because the number of shares outstanding increased, with no sale, disposition, or other transaction by the Reporting Persons or their affiliates. The securities are held by More Provident for the benefit of beneficiaries of various provident and pension funds, and the group certifies that the shares are not held for the purpose of changing or influencing control of ZOOZ Power.

ZOOZ Strategy Ltd. reported that it held its Annual General Meeting of Shareholders on November 21, 2025. Shareholders voted on all proposals that had been described in the previously distributed proxy materials, and every proposal received the requisite majority approval. This means all management-backed items on the agenda were adopted.

The company also states that this report and its accompanying exhibit are incorporated by reference into its existing Form S-8 and several Form F-3 registration statements. This linkage allows those registration statements to rely on the information in this report as part of their disclosure record.

ZOOZ Strategy Ltd. furnished a Form 6-K announcing it issued a press release that announces a $50 million share repurchase program, subject to meeting regulatory requirements. The release is provided as Exhibit 99.1 and is incorporated by reference into the company’s effective registration statements.

The filing states that this Form 6-K and Exhibit 99.1 are incorporated by reference into ZOOZ’s Form S-8 (File No. 333-280741) and Forms F-3 (File Nos. 333-288280, 333-288916, 333-289655, 333-290571 and 333-290638). Share repurchase programs authorize a company to buy back its shares, and the stated condition indicates the program will proceed only after applicable regulatory steps are satisfied.

ZOOZ Strategy Ltd. filed a Form F-3 prospectus to register the resale of up to 221,089,877 ordinary shares by selling securityholders. The Shares include stock issued in private placements and ordinary shares issuable upon exercise of pre-funded and other warrants. ZOOZ is not selling shares in this offering and will not receive proceeds from any resales; it would receive only the exercise price upon any cash exercises of the registered pre-funded or ordinary warrants.

The selling securityholders may dispose of shares over time in public or private transactions at market or negotiated prices. Warrants described include pre-funded warrants (exercise price $0.001 per share) and ordinary/sponsor warrants that are exercisable for five years, each subject to 4.99% or 9.99% beneficial ownership limits (increasable up to 19.99% as permitted). ZOOZ’s ordinary shares trade on Nasdaq as ZOOZ and on TASE as ZOOZ; public warrants trade on Nasdaq as ZOOZW. As context, shares outstanding were 161,899,782 as of September 29, 2025; this is a baseline figure, not the amount being offered.

ZOOZ Strategy Ltd. furnished a press release stating it purchased 94 additional Bitcoin valued at $10 million, bringing its total holdings to 1,036 Bitcoin. The update was provided via a Form 6-K and the press release was filed as Exhibit 99.1. The filing also notes that this information is incorporated by reference into the company’s existing Form S-8 and Form F-3 registration statements.

This indicates the company increased its Bitcoin position and formally communicated the change to the market through a current report for foreign private issuers.

ZOOZ Power Ltd. furnished a Form 6-K reporting a press release stating it purchased 88 Bitcoin valued at $10 million, bringing its total holdings to 942 Bitcoin. The company attached the press release as Exhibit 99.1.

The report and its exhibit are incorporated by reference into ZOOZ Power’s Registration Statement on Form S-8 (File No. 333-280741) and its Form F-3 registration statements (File Nos. 333-288280, 333-288916, 333-289655 and 333-290571).

ZOOZ Strategy Ltd. announced an annual general meeting of shareholders scheduled for November 21, 2025 at 4:00 PM (Israel time). The company plans to begin distributing its proxy statement to shareholders on or about October 27, 2025, with the notice, proxy statement, and proxy card attached as Exhibits 99.1, 99.2, and 99.3.

The company also confirmed its corporate name change from ZOOZ Power Ltd. to ZOOZ Strategy Ltd., approved by the Israeli Registrar of Companies on October 16, 2025 following an extraordinary meeting held on September 19, 2025. The materials are incorporated by reference into existing Form S-8 and Form F-3 registration statements.

ZOOZ Power Ltd. filed a Form D reporting a completed Regulation D offering under Rule 506(b) that raised $151,005,000 in total proceeds, with $0 remaining to be sold. The company offered equity and related warrants/options, including 5,920,350 Ordinary Shares and pre-funded warrants to purchase up to 5,000,000 Shares at $0.001 per share. The filing lists 44 investors and indicates no sales commissions or finders' fees were paid. The offering was marked a new notice with a reported first sale on 2025-09-26 and the issuer certified the filing on 2025-10-08.

The issuer is a corporation organized in Israel more than five years ago, with principal offices in Lod. The offering is not tied to a business combination and the issuer indicated $0 of proceeds were used to pay named officers, directors, or promoters.