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ZOOZ Strategy (ZOOZ) director discloses ordinary shares and large warrant stakes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

ZOOZ Strategy Ltd. director Jonas Grossman filed an initial ownership report showing a mix of ordinary shares and warrants linked to the company’s ordinary shares. He holds 846,154 ordinary shares directly and additional ordinary shares and warrants through Chardan Capital Markets LLC, where he serves as president.

The filing lists pre-funded warrants indirectly held through Chardan that are exercisable for 5,000,000 ordinary shares at an exercise price of $0.001 per share, with no expiration date and a 4.99% beneficial ownership cap on exercise. It also discloses ordinary warrants indirectly held through Chardan, exercisable for 350,000 ordinary shares at an exercise price of $3.06 per share and expiring on September 19, 2030, subject to the same 4.99% beneficial ownership limit. Grossman disclaims Section 16 beneficial ownership of securities held by Chardan except to the extent of any pecuniary interest.

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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
GROSSMAN JONAS

(Last)(First)(Middle)
C/O ZOOZ STRATEGY LTD.
4B HAMELACHA ST.

(Street)
LOD,7152008

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026
3. Issuer Name and Ticker or Trading Symbol
ZOOZ Strategy Ltd. [ ZOOZ ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares846,154(1)D
Ordinary Shares5,920,350IBy Chardan Capital Markets LLC(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Pre-Funded Warrants (right to buy) (3) (3)Ordinary Shares5,000,000$0.001IBy Chardan Capital Markets LLC(2)
Ordinary Warrants (right to buy) (4)09/19/2030Ordinary Shares350,000$3.06IBy Chardan Capital Markets LLC(2)
Explanation of Responses:
1. Represents restricted stock units ("RSUs"). The RSUs fully vest on November 21, 2026, subject to the continuous Service (as defined in the Issuer's 2015 Incentive Compensation Plan) of the holder through the applicable vesting date.
2. These securities are held directly by Chardan Capital Markets LLC ("Chardan"). The Reporting Person is the president of Chardan and disclaims Section 16 beneficial ownership of the securities held by Chardan, except to the extend of his pecuniary interest therein, if any.
3. The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. The holder the of Pre-Funded Warrants may not exercise the Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of ordinary shares outstanding immediately after giving effect to such exercise.
4. The Ordinary Warrants are fully vested and exercisable. The holder of the Ordinary Warrants may not exercise the Ordinary Warrants if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of ordinary shares outstanding immediately after giving effect to such exercise.
/s/ Jonas Grossman03/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
* Form 3: SEC 1473 (03-26)

FAQ

What does the Form 3 filing by ZOOZ director Jonas Grossman show for ZOOZ?

The Form 3 shows Jonas Grossman’s initial ownership in ZOOZ Strategy Ltd., including direct ordinary shares and additional securities held through Chardan Capital Markets LLC. It details his positions in ordinary shares, pre-funded warrants, and ordinary warrants linked to ZOOZ ordinary shares.

How many ZOOZ ordinary shares does Jonas Grossman hold directly in this Form 3?

Jonas Grossman holds 846,154 ordinary shares of ZOOZ Strategy Ltd. directly. The filing separates these from additional indirect holdings through Chardan Capital Markets LLC, helping investors distinguish between his personal stake and securities held via a related entity.

What pre-funded warrant position related to ZOOZ is disclosed in this Form 3?

The Form 3 discloses pre-funded warrants indirectly held through Chardan, exercisable for 5,000,000 ordinary shares at an exercise price of $0.001. These warrants have no expiration date but include a 4.99% beneficial ownership cap on exercise to limit post-exercise ownership levels.

What ordinary warrant holdings tied to ZOOZ shares are reported for Jonas Grossman?

The filing reports ordinary warrants indirectly held through Chardan, exercisable for 350,000 ordinary shares at an exercise price of $3.06 per share. These warrants are fully vested, exercisable, and set to expire on September 19, 2030, with a 4.99% beneficial ownership limitation on exercise.

How are Jonas Grossman’s indirect ZOOZ holdings through Chardan treated in the Form 3?

Securities held through Chardan Capital Markets LLC are treated as indirect holdings. The filing states Grossman is Chardan’s president and disclaims Section 16 beneficial ownership of Chardan-held securities, except to the extent of any pecuniary interest he may have in those positions.

What is the 4.99% beneficial ownership limit mentioned for ZOOZ warrants?

Both the pre-funded and ordinary warrants include a 4.99% beneficial ownership cap. This means the holder and its affiliates cannot exercise warrants if doing so would make them beneficially own more than 4.99% of ZOOZ’s ordinary shares immediately after the exercise.
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