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 June 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
June 10, 2026, ZOOZ Strategy Ltd. (the “Company”) issued a press release titled “ZOOZ Strategy Announces Review
and Evaluation of Strategic Alternatives to Complement Bitcoin Strategy”, a copy of which is furnished as Exhibit 99.1 and is incorporated
herein by reference.
With
the exception of the quotes attributable to Mr. Jordan Fried, 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 June 10, 2026 – “ZOOZ Strategy Announces Review and Evaluation of Strategic Alternatives to Complement Bitcoin Strategy” |
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:
June 10, 2026 |
By: |
/s/
Avi Cohen |
| |
Name: |
Avi
Cohen |
| |
Title: |
Chairman
of the Board of Directors |
Exhibit
99.1

ZOOZ
Strategy Announces Review and Evaluation of Strategic Alternatives to Complement Bitcoin Strategy
TEL
AVIV, Israel, June 10, 2026 - ZOOZ Strategy Ltd. (Nasdaq and TASE: ZOOZ) (“ZOOZ” or the “Company”) today
announced that its Board of Directors has authorized management to explore a range of strategic alternatives that could potentially complement
the Company’s existing bitcoin treasury strategy and enhance long-term shareholder value.
Since
adopting its bitcoin treasury strategy, the Company has focused on building and managing its bitcoin holdings while maintaining a disciplined
approach to capital allocation. As part of its ongoing commitment to maximizing shareholder returns, the Company’s Board of Directors
believes it is appropriate to review and evaluate additional opportunities that may potentially leverage the Company’s current
capital structure, management expertise, and strategic relationships.
Importantly,
the Company’s management remains highly confident in bitcoin and continues to believe that bitcoin represents an attractive long-term
store of value with the potential to generate significant returns for shareholders over time. The review and evaluation of strategic
alternatives is intended to potentially supplement and enhance the Company’s value-creation initiatives and should not be interpreted
as a reduction in the Company’s commitment to its bitcoin holdings.
The
review and evaluation of strategic alternatives may include, among other things, potential business combinations, acquisitions, strategic
investments, operating businesses, partnerships, joint ventures, capital markets initiatives, and other corporate transactions. Any such
strategic initiative that may be pursued by the Company would be subject to corporate approvals required by applicable law and, based
on the Board or Directors’ current guidelines for such review and evaluation, intended to potentially complement, rather than replace,
the Company’s focus on bitcoin treasury activities.
“We
continue to have strong conviction in bitcoin and believe that our bitcoin holdings have the potential to deliver meaningful long-term
returns for shareholders,” said Jordan Fried, Chief Executive Officer of the Company. “At the same time, we have a responsibility
to continuously review and evaluate additional opportunities to create value for our shareholders. We believe that our review and evaluation
of strategic alternatives could result in identifying complementary initiatives that have the potential of accelerating growth, diversifying
value creation, and strengthening the Company’s long-term position.”
The
Company has not established a timetable for the completion of this review and evaluation process and has not made any decisions regarding
any specific transaction or strategic alternative. There can be no assurance that the review and evaluation will result in any transaction,
strategic initiative, or other outcome.
The
Company does not intend to disclose developments regarding the strategic review and evaluation process unless and until the Board of
Directors has approved a specific course of action or disclosure is otherwise required by applicable securities laws.
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
ZOOZ’s review and evaluation of strategic alternatives, including the potential to identify,
review and evaluate complementary initiatives; the expected scope, timeline and potential outcome of such review and evaluation process;
ZOOZ’s ability to enter into any agreement or consummate any specific transaction in connection with such review and evaluation;
the potential for any strategic alternative to complement, accelerate growth, diversify value creation or otherwise enhance ZOOZ’s
long-term position; ZOOZ’s bitcoin treasury strategy and its continued commitment thereto; bitcoin representing an attractive long-term
store of value with the potential to generate significant returns for shareholders over time; and ZOOZ’s ability to maximize shareholder
returns. 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 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 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