Newtyn discloses 13.9M ZOOZ Strategy (ZOOZ) shares in 13G filing

Rhea-AI Filing Summary

Newtyn Management, LLC filed a Schedule 13G reporting a passive ownership stake in ZOOZ Strategy Ltd. Newtyn Management may be deemed to beneficially own 13,886,331 ordinary shares, representing 8.6% of the class.

Its affiliate Newtyn TE Partners, LP directly holds 8,720,616 ordinary shares, or 5.4% of the class, with Newtyn Partners, LP holding the remaining shares attributed to Newtyn Management. The ownership percentages are based on 161,899,782 ordinary shares outstanding as of September 29, 2025. The filing states the securities are not held for the purpose of changing or influencing control of the issuer.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

ZOOZ Strategy Ltd.

(Name of Issuer)

Ordinary shares, par value NIS 0.00286 per share

(Title of Class of Securities)

M2573A106

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. M2573A106

1

Names of Reporting Persons

Newtyn Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 13,886,331.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 13,886,331.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,886,331.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.6 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: See Item 2 for additional information.

SCHEDULE 13G

CUSIP No. M2573A106

1

Names of Reporting Persons

Newtyn TE Partners, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 8,720,616.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 8,720,616.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,720,616.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.4 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: See Item 2 for additional information.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ZOOZ Strategy Ltd.
(b)	Address of issuer's principal executive offices: 4B Hamelacha Street, Lod, Israel, 7152008
Item 2.
(a)	Name of person filing: This report on Schedule 13G is being filed by (i) Newtyn Management, LLC, a New York limited liability company (the "Newtyn Management") and (ii) Newtyn TE Partners, LP, a Delaware limited partnership ("NTE", and collectively with Newtyn Management, the "Reporting Persons"). Newtyn Management is the investment manager to NTE, and Newtyn Partners, LP, a Delaware limited partnership ("NP"). As of December 31, 2025, NTE held 8,720,616 ordinary shares par value NIS 0.00286 per share ("Ordinary Shares"), of ZOOZ Strategy Ltd. (the "Issuer"), and NP held 5,165,715 Ordinary Shares. Newtyn Management, as the investment manager to NTE and NP, may be deemed to beneficially own these securities. Accordingly, as of December 31, 2025, Newtyn Management may be deemed to beneficially own the 13,886,331 Ordinary Shares held in the aggregate by NTE and NP. Beneficial ownership percentages are based upon approximately 161,899,782 Ordinary Shares issued and outstanding as of September 29, 2025, based on information reported by the Issuer in its Form 424B3 filed with the Securities and Exchange Commission on September 30, 2025.
(b)	Address or principal business office or, if none, residence: The address for the Reporting Persons is 60 East 42nd Street, 12th Floor, New York, NY 10165.
(c)	Citizenship: Newtyn Management is organized under the laws of the State of New York. NTE is organized under the laws of the State of Delaware.
(d)	Title of class of securities: Ordinary shares, par value NIS 0.00286 per share
(e)	CUSIP No.: M2573A106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Newtyn Management, LLC - 13,886,331.00 Newtyn TE Partners, LP - 8,720,616.00
(b)	Percent of class: Newtyn Management, LLC - 8.6 % Newtyn TE Partners, LP - 5.4 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Newtyn Management, LLC - 13,886,331.00 Newtyn TE Partners, LP - 8,720,616.00
	(ii) Shared power to vote or to direct the vote: Newtyn Management, LLC - 0.00 Newtyn TE Partners, LP - 0.00
	(iii) Sole power to dispose or to direct the disposition of: Newtyn Management, LLC - 13,886,331.00 Newtyn TE Partners, LP - 8,720,616.00
	(iv) Shared power to dispose or to direct the disposition of: Newtyn Management, LLC - 0.00 Newtyn TE Partners, LP - 0.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Newtyn Management, LLC

Signature:	/s/ Eugene Dozortsev
Name/Title:	Eugene Dozortsev, Authorized Signatory
Date:	02/17/2026

Newtyn TE Partners, LP

Signature:	/s/ Eugene Dozortsev
Name/Title:	Eugene Dozortsev, Authorized Signatory of Newtyn Management, LLC, the Investment Manager
Date:	02/17/2026

Exhibit Information

Exhibit 1- Joint Filing Agreement.

FAQ

What ownership stake in ZOOZ Strategy (ZOOZ) does Newtyn report?

Newtyn Management, LLC reports beneficial ownership of 13,886,331 ordinary shares of ZOOZ Strategy Ltd., representing 8.6% of the outstanding class. This includes shares held by Newtyn TE Partners, LP and Newtyn Partners, LP, which Newtyn Management manages.

How many ZOOZ Strategy (ZOOZ) shares does Newtyn TE Partners, LP hold?

Newtyn TE Partners, LP directly holds 8,720,616 ordinary shares of ZOOZ Strategy Ltd., equal to 5.4% of the class. These shares are managed by Newtyn Management, LLC, which may be deemed to beneficially own them through its role as investment manager.

On what share count is Newtyn’s ZOOZ Strategy (ZOOZ) ownership percentage based?

The reported ownership percentages use a base of 161,899,782 ordinary shares of ZOOZ Strategy Ltd. outstanding as of September 29, 2025, as disclosed in the company’s Form 424B3 filed with the U.S. Securities and Exchange Commission.

Is Newtyn’s ZOOZ Strategy (ZOOZ) position aimed at influencing control?

The filing certifies the securities were not acquired and are not held to change or influence control of ZOOZ Strategy Ltd. It characterizes Newtyn’s stake as passive ownership, consistent with a Schedule 13G rather than a control-oriented Schedule 13D.

Who signed the Schedule 13G related to ZOOZ Strategy (ZOOZ)?

The Schedule 13G was signed by Eugene Dozortsev as an Authorized Signatory, including in his capacity as Authorized Signatory of Newtyn Management, LLC, the investment manager. The signatures are dated February 17, 2026 for both reporting persons.

Which entities are the reporting persons for the ZOOZ Strategy (ZOOZ) 13G?

The reporting persons are Newtyn Management, LLC, a New York limited liability company, and Newtyn TE Partners, LP, a Delaware limited partnership. Newtyn Management serves as investment manager to both Newtyn TE Partners, LP and Newtyn Partners, LP.