ZOOZ completes $151.01M equity and warrant placement under Rule 506(b)

Rhea-AI Filing Summary

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.

Positive

• Full raise completed: $151,005,000 total offering amount sold with $0 remaining
• Zero sales commissions reported, reducing transaction costs and dilution from underwriters
• Clear investor base: 44 investors identified, providing a limited and defined shareholder set
• Warrants priced: Pre-funded warrants exercisable at $0.001 per Ordinary Share (up to 5,000,000 shares)

Negative

• Limited disclosure on use of proceeds: the filing lists $0 paid to named insiders but does not detail other planned allocations
• Potential dilution if up to 5,000,000 pre-funded warrants are exercised, increasing outstanding shares
• Minimum investment listed as $0, which may indicate varied investor sizes and could complicate investor relations or future communications

Insights

Capital Markets Analyst

TL;DR: The company completed a sizeable private equity raise of $151.005M via Rule 506(b).

ZOOZ Power issued equity and associated pre-funded warrants, recording $151,005,000 sold with $0 remaining. The mix includes ordinary shares and warrants exercisable at $0.001, which dilutes current shareholders only if exercised.

This transaction's immediate implications are a strengthened cash position and a defined investor base of 44 investors; monitor any subsequent warrant exercises and the company’s disclosure around the use of proceeds and cap table changes over the next 12 months.

Securities Attorney

TL;DR: The filing follows Regulation D mechanics and claims exemption under Rule 506(b).

The notice indicates a new offering with a first sale date of 2025-09-26 and certification by the executive chairman. The issuer checked that the offering will not exceed one year in duration and that no sales commissions or finders' fees were paid, which simplifies broker-dealer considerations.

Key compliance items to watch include any future amendments if warrant exercises occur, and any state filings where solicitation occurred; expect state notice or blue-sky filings in the listed jurisdictions within ordinary administrative timeframes.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001992818

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

ZOOZ Power Ltd.

Jurisdiction of Incorporation/Organization

ISRAEL

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
ZOOZ Power Ltd.
Street Address 1		Street Address 2
4B HAMELACHA STR.
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
LOD	ISRAEL	7152008	972-8-6425029

3. Related Persons

Last Name	First Name	Middle Name
Cohen	Avi
Street Address 1	Street Address 2
c/o Zooz Power Ltd.	4B Hamelacha Str
City	State/Province/Country	ZIP/PostalCode
Lod	ISRAEL	7152008

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fried	Jordan
Street Address 1	Street Address 2
c/o Zooz Power Ltd.	4B Hamelacha Str
City	State/Province/Country	ZIP/PostalCode
Lod	ISRAEL	7152008

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Smadja	Ruth
Street Address 1	Street Address 2
c/o Zooz Power Ltd.	4B Hamelacha Str
City	State/Province/Country	ZIP/PostalCode
Lod	ISRAEL	7152008

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Thomson	Todd
Street Address 1	Street Address 2
c/o Zooz Power Ltd.	4B Hamelacha Str
City	State/Province/Country	ZIP/PostalCode
Lod	ISRAEL	7152008

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Zheng	Fang
Street Address 1	Street Address 2
c/o Zooz Power Ltd.	4B Hamelacha Str
City	State/Province/Country	ZIP/PostalCode
Lod	ISRAEL	7152008

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Yehia	Samer	Haj
Street Address 1	Street Address 2
c/o Zooz Power Ltd.	4B Hamelacha Str
City	State/Province/Country	ZIP/PostalCode
Lod	ISRAEL	7152008

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Zhao	Christine	Y.
Street Address 1	Street Address 2
c/o Zooz Power Ltd.	4B Hamelacha Str
City	State/Province/Country	ZIP/PostalCode
Lod	ISRAEL	7152008

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Grossman	Jonas
Street Address 1	Street Address 2
c/o Zooz Power Ltd.	4B Hamelacha Str
City	State/Province/Country	ZIP/PostalCode
Lod	ISRAEL	7152008

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Franco	Alberto
Street Address 1	Street Address 2
c/o Zooz Power Ltd.	4B Hamelacha Str
City	State/Province/Country	ZIP/PostalCode
Lod	ISRAEL	7152008

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

X Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-26				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Chardan Capital Markets LLC	120128
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1 Pennsylvania Plaza	Suite 4800
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10119
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
CALIFORNIA CONNECTICUT FLORIDA GEORGIA MONTANA NEW YORK PENNSYLVANIA PUERTO RICO TENNESSEE TEXAS

13. Offering and Sales Amounts

Total Offering Amount	$151,005,000	USD	or Indefinite
Total Amount Sold	$151,005,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Does not include $18,000 that the Issuer could receive if all of the accompanying Pre-Funded Warrants are exercised at $0.001 per underlying Ordinary Share (the "Shares" herein).

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

44

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

(a) 5,920,350 Ordinary Shares, and (b) Pre-Funded Warrants to purchase up to 5,000,000 Shares at $0.001 per Ordinary Share.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
ZOOZ Power Ltd.	/s/ Avi Cohen	Avi Cohen	Executive Chairman	2025-10-08

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did ZOOZ (ZOOZ) raise under this Form D filing?

The filing reports total proceeds of $151,005,000 and $0 remaining to be sold.

Which exemption was claimed for the ZOOZ offering?

The issuer claimed an exemption under Rule 506(b) of Regulation D.

How many investors participated in the offering?

The Form D lists a total of 44 investors who invested in the offering.

Were any sales commissions or finders' fees paid?

No sales commissions or finders' fees are reported; both are listed as $0.

What securities were issued in the offering?

The offering included equity, options/warrants, and the securities to be acquired upon exercise, specifically 5,920,350 Ordinary Shares and pre-funded warrants to buy up to 5,000,000 Ordinary Shares at $0.001 each.

When was the first sale reported for this offering?

The filing indicates a first sale date of 2025-09-26.