ZOOZ (ZOOZ) to implement 1-for-20 reverse share split and cut share count
Rhea-AI Filing Summary
ZOOZ Strategy Ltd. plans to implement a 1-for-20 reverse share split of its ordinary shares, expected to take effect before market open on June 1, 2026. After the split, the company expects to have approximately 8,101,130 ordinary shares issued and outstanding, down from about 162,022,480 pre-split.
The ordinary shares will continue trading on Nasdaq and the Tel-Aviv Stock Exchange under the ticker ZOOZ on a post-split basis starting June 1, 2026, retaining the same ISIN but with a new CUSIP. The company’s shareholders and board approved the 1-for-20 ratio on May 11, 2026.
Upon implementation, ZOOZ’s authorized share capital will be NIS 2,860,000, divided into 50,000,000 ordinary shares with a new par value of NIS 0.0572 per share. All outstanding options, warrants, restricted share units, earnout rights and other convertible securities will be adjusted proportionally, and fractional shares will be rounded up to the nearest whole share.
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Insights
ZOOZ consolidates its share count 20-to-1 while keeping listings intact.
ZOOZ Strategy Ltd. is effecting a 1-for-20 reverse share split, cutting its issued and outstanding ordinary shares from about 162,022,480 to roughly 8,101,130. The move consolidates equity without changing total economic ownership and keeps the same Nasdaq and TASE ticker.
From a capital structure perspective, authorized share capital is set at NIS 2,860,000, split into 50,000,000 ordinary shares with a higher par value per share. All options, warrants, RSUs, earnout rights and similar instruments are adjusted proportionally, so their economic terms remain aligned on a post-split basis.
The filing also highlights risks around macro conditions, digital asset regulation, and maintaining Nasdaq listing standards, especially given ZOOZ’s Bitcoin treasury strategy. Actual impact on liquidity and trading will depend on post-June 1, 2026 market behavior once the consolidated shares begin trading.
Key Figures
Key Terms
Bitcoin treasury strategy financial
forward-looking statements regulatory
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 May 2026
Commission File Number: 001-42005
ZOOZ Strategy Ltd.
(Translation of registrant’s name into English)
4B Hamelacha St.
Lod 7152008
Israel
(Address of principal executive office)
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 ☐
ZOOZ Strategy Ltd.
On May 19, 2026, ZOOZ Strategy Ltd. (the “Company”) issued a press release titled “ZOOZ Announces Expected Implementation of 1-for-20 Reverse Share Split”, a copy of which is furnished as Exhibit 99.1 and is incorporated herein by reference.
This Report on Form 6-K and the information incorporated by reference into this Report on Form 6-K are incorporated by reference into the Company’s Registration Statement on Form S-8, File No. 333-280741 and into the Company’s Registration Statements on Form F-3, Files No. 333-288280, 333-288916, 333-289655, 333-290571 and 333-290638.
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 19, 2026 – “ZOOZ Announces Expected Implementation of 1-for-20 Reverse Share Split” |
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.
|
ZOOZ Strategy Ltd | ||
| Date: May 19, 2026 | By: | /s/ Avi Cohen |
| Name: | Avi Cohen | |
| Title: | Chairman of the Board of Directors | |
Exhibit 99.1
ZOOZ Announces Expected Implementation of 1-for-20 Reverse Share Split
Following the reverse share split, the Company will have approximately 8,101,130 ordinary shares issued and outstanding
TEL AVIV, Israel, May 19, 2026 - ZOOZ Strategy Ltd. (Nasdaq and TASE: ZOOZ) today announced that a reverse share split of its issued and outstanding ordinary shares, par value NIS 0.00286 per share (“Ordinary Shares”), at a ratio of 1-for-20, is expected to be implemented before market open on June 1, 2026. The Ordinary Shares will begin trading on the Nasdaq Capital Market (“Nasdaq”) and on the Tel-Aviv Stock Exchange (“TASE”) on a post-reverse split basis at the market open (for each exchange) on June 1, 2026, in each case under the Company’s existing trading symbol “ZOOZ”. The Ordinary Shares will retain the same ISIN but will be assigned a new CUSIP number.
The reverse share split was approved by the Company’s shareholders at the Company’s External General Meeting of Shareholders held on May 11, 2026, pursuant to which, the reverse split ratio of 1-for-20 was approved by the Company’s Board of Directors on May 11, 2026.
Upon implementation of the reverse share split, the Company’s Articles of Association as currently in effect (the “Articles”) shall be automatically amended and restated in order to implement the reverse share split, such that the Company’s authorized share capital shall be NIS 2,860,000, divided into 50,000,000 Ordinary Shares, par value NIS 0.0572 per share, effective as of the effective date of the reverse share split. The reverse share split will adjust the number of issued and outstanding Ordinary Shares from approximately 162,022,480 Ordinary Shares to approximately 8,101,130 Ordinary Shares (after adjustments based on the treatment of fractional shares). In addition, all outstanding options, warrants, restricted share units, earnout rights and other securities exercisable for or convertible into Ordinary Shares will be adjusted proportionally in accordance with the terms of the applicable plans and agreements. For additional information regarding the effects of the reverse share split, please see the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on a Report on Form 6-K on April 13, 2026 (File No. 001-42005).
As a result of the reverse split, no fractional Ordinary Shares will be issued, with all fractional shares rounded up to the nearest whole ordinary share (unless otherwise required in accordance with the rules of the applicable stock exchange).
About ZOOZ
ZOOZ is the first Nasdaq and TASE dual-listed company implementing a long-term Bitcoin treasury strategy. The Company is pioneering an innovative approach to capital allocation by holding Bitcoin as a strategic asset, offering shareholders asymmetric, long-term exposure to Bitcoin while maintaining financial and regulatory standards. The ZOOZ Ordinary Shares are publicly traded on Nasdaq and TASE under the ticker: ZOOZ.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements of historical facts are “forward-looking statements”. These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will” and variations of these words or similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this press release include statements regarding effectuating the reverse share split of ZOOZ’s Ordinary Shares, the impact and outcome of such reverse share split and the timing related to such reverse share split. These forward-looking statements are based on ZOOZ’s expectations and assumptions as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties that could cause ZOOZ’s future results or performance to differ materially from those expressed or implied by the forward-looking statements. Many factors may cause differences between current expectations and actual results, including: the impacts of macroeconomic conditions, heightened inflation and uncertain credit and financial markets on ZOOZ’s business and financial position; changes in expected or existing competition; ZOOZ’s ability to meet the continued listing standards of Nasdaq; changes in the regulatory environment; unexpected litigation or other disputes; risks related to the new Bitcoin treasury strategy; the risk that ZOOZ’s share price may be highly correlated to the price of the Bitcoin that it holds; risks relating to significant legal, commercial, regulatory, and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; general market, political, and economic conditions in the countries in which ZOOZ operates, including Israel; and the effect of the evolving nature of the recent war in Israel. Other factors that may cause ZOOZ’s actual results to differ from those expressed or implied in the forward-looking statements in this press release are identified under the heading “Risk Factors” in ZOOZ’s annual report on Form 20-F filed with the SEC on March 27, 2026 and in other filings that ZOOZ makes and will make with the SEC in the future. ZOOZ expressly disclaims any obligation to update any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.
For Media Inquiries:
ZOOZ Public Relations
Elad Kafri - elad@danilevy.co.il
Omri Haroosh - omri@haroosh.co