Polyrizon Prices a $4.0 Million Registered Direct and Concurrent Private Placement at $12.00 a Unit, With One Warrant Attached to Every Unit

by Adam Kowalczyk · September 4, 2026

Filings & Deals Reporter, The MicroCap Herald

Polyrizon Ltd. said on Sept. 3 that it has agreed to sell about $4.0 million of securities in a registered direct offering and a concurrent private placement, with closing expected on or about Sept. 4. Aegis Capital Corp. is acting as placement agent. The company's ordinary shares trade on Nasdaq under PLRZ.

The structure, as the release describes it, has four pieces. In the registered direct offering the company is selling 232,500 ordinary shares and 30,000 pre-funded warrants. In the concurrent private placement it is issuing 70,833 PIPE pre-funded warrants and 333,333 PIPE common warrants.

Pricing is stated as a combined offering price of "$12.00 per Unit (or $11.99999 per Pre-Funded Unit, equal to the offering price per Unit minus an exercise price of $0.00001 per Pre-Funded Warrant)." The common warrants carry a $12.00 exercise price, level with the unit price rather than struck above it.

The three unit components -- 232,500 shares, 30,000 pre-funded warrants and 70,833 PIPE pre-funded warrants -- total 333,333, which matches the 333,333 PIPE common warrants exactly. On the numbers in the release, that is one warrant for every unit sold: full warrant coverage. At $12.00 a unit, 333,333 units produces the roughly $4.0 million of gross proceeds the company describes.

The company says the proceeds are for "general corporate purposes and working capital." The release does not tie the raise to a specific clinical or operational milestone, and it does not discuss the company's listing status.

Polyrizon states that following completion of the offering it will have 2,806,233 ordinary shares issued and outstanding, "assuming the exercise of all Pre-Funded Warrants and PIPE Pre-Funded Warrants issued in the offering." That figure does not include the 333,333 PIPE common warrants, which are exercisable at the same $12.00 price as the units and would deliver shares on top of it if exercised. The pre-funded warrants, priced at a nominal $0.00001 exercise price, function as shares in all but name for holders who wish to stay below ownership thresholds.

The registered portion is being sold off a Form F-3 shelf registration statement, file number 333-291368, which the company says became effective on Dec. 3, 2025. The private placement securities are unregistered: the release says that sale is "being made in a transaction not involving a public offering" and that the securities "have not been registered under the Securities Act of 1933, as amended." The company adds that under a registration rights agreement with the investors it has agreed to file one or more registration statements covering the resale of the ordinary shares and the shares issuable on exercise of the pre-funded warrants and warrants.

The financing lands against a listing history that a reader should have in front of them. In an April 11, 2025 announcement, Polyrizon said Nasdaq had notified it by letter dated April 8, 2025 that it was not in compliance with Listing Rule 5550(a)(2) because its closing bid price had been below $1.00 for 30 consecutive business days, and that it had been granted 180 days, to Oct. 6, 2025, to regain compliance.

A second and more unusual matter followed. In a July 15, 2025 release, the company said Nasdaq's Listing Qualifications Department had issued a public interest determination under Listing Rule 5101 on May 23, 2025, citing concerns about the company's issuance of securities in a private placement and, in particular, Series A warrants exercisable on an alternate cashless basis. A Nasdaq Hearings Panel heard the matter on June 26, 2025 and granted continued listing on the Nasdaq Capital Market on July 9, 2025, subject to the company regaining bid-price compliance by Oct. 17, 2025.

In that July 2025 release chief executive Tomer Izraeli said the company was implementing "a formal internal control framework to govern future securities issuances" and committed to "avoid the use of overly complex or inherently dilutive financing instruments in future capital-raising activities." Whether this week's structure falls inside or outside that commitment is a judgement for readers and for the exchange, not a determination this desk can make; the panel's conditions, as reported, were satisfied the following month.

On Aug. 14, 2025 the company said it had regained compliance with Rule 5550(a)(2) and satisfied the conditions of the panel's July 9 decision, citing a letter dated Aug. 13, 2025 from the Nasdaq Hearings Advisor. Separately, a Nasdaq equity corporate actions alert dated Nov. 25, 2025 records a 1-for-6 reverse split of Polyrizon's shares with an effective date of Nov. 28, 2025 and a new CUSIP of M79549206. Neither of those documents explains the relationship between the two events, and this article does not assert one.

The plain risks in a financing of this shape are the ones common to the nano-cap end of Nasdaq. Full warrant coverage at the offering price means an additional block of shares can arrive at a fixed price if the stock trades above it. Pre-funded warrants at a fraction of a cent are functionally already issued. A share count in the low millions means each new issuance moves ownership proportions sharply, and trading in securities of this size is typically thin, so the market impact of resale can be larger than the dollar amounts suggest.

The release describes Polyrizon as a development-stage biotech company working on medical device hydrogels delivered as nasal sprays. Its securities are speculative. Investors in instruments of this type depend on the company reaching milestones that have not yet been achieved, and on its continued ability to raise capital on terms it can absorb.

The company said only that closing is expected on or about today, subject to the satisfaction of customary closing conditions; no completion has been announced in any document reviewed for this article. Unclosed transactions can be amended or terminated, and the figures above are the terms as announced rather than as completed.

US markets were open as this was written and no price for today's session is reported here. Nothing in this article is investment advice and The MicroCap Herald takes no position on the security.