{"success":true,"data":{"pressRelease":{"id":"135203","rtpr_id":"nGNE28ktBR","ticker":"PLRZ","exchange":"NASDAQ","all_tickers":["PLRZ"],"title":"Polyrizon Ltd. Announces $4.0 Million Registered Direct Offering and Private Placement","author":"Globe Newswire","published_at":"2026-09-03T12:50:00.302Z","article_body":"RAANANA, ISRAEL, Sept. 03, 2026 (GLOBE NEWSWIRE) -- Polyrizon Ltd. (NASDAQ:\nPLRZ) (the “Company”), a development-stage biotech company specializing in\nthe development of innovative intranasal hydrogels, today announced that it\nhas entered into definitive agreements with a single institutional investor\nfor the purchase and sale of its Ordinary Shares and pre-funded warrants in a\nregistered direct offering. In a concurrent private placement, the Company\nalso agreed to sell to the same investor pre-funded and investor warrants.\nAggregate gross proceeds to the Company from both transactions are expected to\nbe approximately $4.0 million.\n\nThe transactions consisted of the sale of 333,333 Units (or Pre-Funded Units),\neach consisting of one (1) Ordinary Share (or one (1) Pre-Funded Warrant to\npurchase one (1) Ordinary Share) and one (1) Common Warrant to purchase one\n(1) Ordinary Share, at a combined offering price of $12.00 per Unit (or\n$11.99999 per Pre-Funded Unit, equal to the offering price per Unit minus an\nexercise price of $0.00001 per Pre-Funded Warrant). In the registered direct\noffering, the Company agreed to sell 232,500 Ordinary Shares and 30,000\nPre-Funded Warrants. In the concurrent private placement, the Company agreed\nto sell 70,833 PIPE Pre-Funded Warrants and 333,333 PIPE Common Warrants. The\nPre-Funded Warrants will be immediately exercisable (subject to registration\nfor unregistered PIPE Pre-Funded Warrants) and may be exercised at any time\nuntil exercised in full. The Common Warrants have an exercise price of $12.00\nper share. For each Pre-Funded Warrant sold in lieu of an Ordinary Share, the\nnumber of Ordinary Shares offered will be decreased on a one-for-one basis.\n\nThe transactions are expected to close on or about September 4, 2026, subject\nto the satisfaction of customary closing conditions. The Company expects to\nuse the net proceeds from the offerings, together with its existing cash, for\ngeneral corporate purposes and working capital. Following completion of the\noffering, the Company will have 2,806,233 Ordinary Shares issued and\noutstanding, assuming the exercise of all Pre-Funded Warrants and PIPE\nPre-Funded Warrants issued in the offering.\n\nAegis Capital Corp. is acting as exclusive placement agent for the offerings.\nMeitar | Law Offices is acting as Israeli counsel to the Company. Kaufman &\nCanoles, P.C. is acting as counsel to Aegis Capital Corp.\n\nThe registered direct offering is being made pursuant to an effective shelf\nregistration statement on Form F-3 (No. 333-291368) previously filed with the\nU.S. Securities and Exchange Commission (SEC) and declared effective by the\nSEC on December 3, 2025. A final prospectus supplement and accompanying\nprospectus describing the terms of the proposed offering will be filed with\nthe SEC and will be available on the SEC’s website located at www.sec.gov.\nElectronic copies of the final prospectus supplement and the accompanying\nprospectus may be obtained, when available, by contacting Aegis Capital Corp.,\nAttention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New\nYork, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1\n(212) 813-1010.\n\nThe offer and sale of the securities in the private placement are being made\nin a transaction not involving a public offering and have not been registered\nunder the Securities Act of 1933, as amended (the “Securities Act”), or\napplicable state securities laws. Accordingly, the securities may not be\nreoffered or resold in the United States except pursuant to an effective\nregistration statement or an applicable exemption from the registration\nrequirements of the Securities Act and such applicable state securities laws.\nThe securities were offered only to accredited investors. Pursuant to a\nregistration rights agreement with the investors, the Company has agreed to\nfile one or more registration statements with the SEC covering the resale of\nthe Ordinary Shares and the Shares issuable upon exercise of the pre-funded\nwarrants and warrants.\n\nBefore investing in this offering, interested parties should read in their\nentirety the prospectus supplement and the accompanying prospectus and the\nother documents that the Company has filed with the SEC that are incorporated\nby reference in such prospectus supplement and the accompanying prospectus,\nwhich provide more information about the Company and such offering.\n\nThis press release shall not constitute an offer to sell or the solicitation\nof an offer to buy nor shall there be any sale of these securities in any\nstate or jurisdiction in which such offer, solicitation or sale would be\nunlawful prior to registration or qualification under the securities laws of\nany such state or jurisdiction.\n\nAbout Polyrizon Ltd.\n\nPolyrizon is a development stage biotech company specializing in the\ndevelopment of innovative medical device hydrogels delivered in the form of\nnasal sprays, which form a thin hydrogel-based shield containment barrier in\nthe nasal cavity that can provide a barrier against viruses and allergens from\ncontacting the nasal epithelial tissue. Polyrizon’s proprietary Capture and\nContain TM, or C&C, hydrogel technology, comprised of a mixture of naturally\noccurring building blocks, is delivered in the form of nasal sprays, and\npotentially functions as a “biological mask” with a thin shield\ncontainment barrier in the nasal cavity. Polyrizon is further developing\ncertain aspects of its C&C hydrogel technology such as the bioadhesion and\nprolonged retention at the nasal deposition site for intranasal delivery of\ndrugs. Polyrizon refers to its additional technology, which is in an earlier\nstage of pre-clinical development, that is focused on nasal delivery of active\npharmaceutical ingredients, or APIs, as Trap and Target ™, or T&T. For more\ninformation, please visit https://polyrizon-biotech.com.\n\nForward-Looking Statements\n\nThis press release contains “forward-looking statements” within the\nmeaning of the Private Securities Litigation Reform Act of 1995 and other\nsecurities laws. Words such as “expects,” “anticipates,”\n“intends,” “plans,” “believes,” “seeks,” “estimates” and\nsimilar expressions or variations of such words are intended to identify\nforward-looking statements. For example, the Company is using forward-looking\nstatements when it discusses the timing and completion of the offering, the\nsatisfaction of customary closing conditions related to the offering and the\nintended use of proceeds therefrom. Forward-looking statements are not\nhistorical facts, and are based upon management’s current expectations,\nbeliefs and projections, many of which, by their nature, are inherently\nuncertain. Such expectations, beliefs and projections are expressed in good\nfaith. However, there can be no assurance that management’s expectations,\nbeliefs and projections will be achieved, and actual results may differ\nmaterially from what is expressed in or indicated by the forward-looking\nstatements. Forward-looking statements are subject to risks and uncertainties\nthat could cause actual performance or results to differ materially from those\nexpressed in the forward-looking statements. For a more detailed description\nof the risks and uncertainties affecting the Company, reference is made to the\nCompany’s reports filed from time to time with the Securities and Exchange\nCommission (“SEC”), including, but not limited to, the risks detailed in\nthe Company’s annual report filed with the SEC on March 25, 2026 and\nsubsequent filings with the SEC. Forward-looking statements speak only as of\nthe date the statements are made. The Company assumes no obligation to\nupdate  forward-looking statements to reflect actual results, subsequent\nevents or circumstances, changes in assumptions or changes in other factors\naffecting forward-looking information except to the extent required by\napplicable securities laws. If the Company does update one or more\nforward-looking statements, no inference should be drawn that the Company will\nmake additional updates with respect thereto or with respect to other\nforward-looking statements. References and links to websites have been\nprovided as a convenience, and the information contained on such websites is\nnot incorporated by reference into this press release. Polyrizon is not\nresponsible for the contents of third-party websites.\n\nMichal Efraty\nInvestor Relations\nIR@polyrizon-biotech.com","article_body_html":"","raw_payload":{"data":{"id":"nGNE28ktBR","title":"Polyrizon Ltd. Announces $4.0 Million Registered Direct Offering and Private Placement","author":"Globe Newswire","ticker":"PLRZ","created":"2026-09-03T12:50:00.302Z","tickers":["PLRZ"],"exchange":"NASDAQ","article_body":"RAANANA, ISRAEL, Sept. 03, 2026 (GLOBE NEWSWIRE) -- Polyrizon Ltd. (NASDAQ:\nPLRZ) (the “Company”), a development-stage biotech company specializing in\nthe development of innovative intranasal hydrogels, today announced that it\nhas entered into definitive agreements with a single institutional investor\nfor the purchase and sale of its Ordinary Shares and pre-funded warrants in a\nregistered direct offering. In a concurrent private placement, the Company\nalso agreed to sell to the same investor pre-funded and investor warrants.\nAggregate gross proceeds to the Company from both transactions are expected to\nbe approximately $4.0 million.\n\nThe transactions consisted of the sale of 333,333 Units (or Pre-Funded Units),\neach consisting of one (1) Ordinary Share (or one (1) Pre-Funded Warrant to\npurchase one (1) Ordinary Share) and one (1) Common Warrant to purchase one\n(1) Ordinary Share, at a combined offering price of $12.00 per Unit (or\n$11.99999 per Pre-Funded Unit, equal to the offering price per Unit minus an\nexercise price of $0.00001 per Pre-Funded Warrant). In the registered direct\noffering, the Company agreed to sell 232,500 Ordinary Shares and 30,000\nPre-Funded Warrants. In the concurrent private placement, the Company agreed\nto sell 70,833 PIPE Pre-Funded Warrants and 333,333 PIPE Common Warrants. The\nPre-Funded Warrants will be immediately exercisable (subject to registration\nfor unregistered PIPE Pre-Funded Warrants) and may be exercised at any time\nuntil exercised in full. The Common Warrants have an exercise price of $12.00\nper share. For each Pre-Funded Warrant sold in lieu of an Ordinary Share, the\nnumber of Ordinary Shares offered will be decreased on a one-for-one basis.\n\nThe transactions are expected to close on or about September 4, 2026, subject\nto the satisfaction of customary closing conditions. The Company expects to\nuse the net proceeds from the offerings, together with its existing cash, for\ngeneral corporate purposes and working capital. Following completion of the\noffering, the Company will have 2,806,233 Ordinary Shares issued and\noutstanding, assuming the exercise of all Pre-Funded Warrants and PIPE\nPre-Funded Warrants issued in the offering.\n\nAegis Capital Corp. is acting as exclusive placement agent for the offerings.\nMeitar | Law Offices is acting as Israeli counsel to the Company. Kaufman &\nCanoles, P.C. is acting as counsel to Aegis Capital Corp.\n\nThe registered direct offering is being made pursuant to an effective shelf\nregistration statement on Form F-3 (No. 333-291368) previously filed with the\nU.S. Securities and Exchange Commission (SEC) and declared effective by the\nSEC on December 3, 2025. A final prospectus supplement and accompanying\nprospectus describing the terms of the proposed offering will be filed with\nthe SEC and will be available on the SEC’s website located at www.sec.gov.\nElectronic copies of the final prospectus supplement and the accompanying\nprospectus may be obtained, when available, by contacting Aegis Capital Corp.,\nAttention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New\nYork, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1\n(212) 813-1010.\n\nThe offer and sale of the securities in the private placement are being made\nin a transaction not involving a public offering and have not been registered\nunder the Securities Act of 1933, as amended (the “Securities Act”), or\napplicable state securities laws. Accordingly, the securities may not be\nreoffered or resold in the United States except pursuant to an effective\nregistration statement or an applicable exemption from the registration\nrequirements of the Securities Act and such applicable state securities laws.\nThe securities were offered only to accredited investors. Pursuant to a\nregistration rights agreement with the investors, the Company has agreed to\nfile one or more registration statements with the SEC covering the resale of\nthe Ordinary Shares and the Shares issuable upon exercise of the pre-funded\nwarrants and warrants.\n\nBefore investing in this offering, interested parties should read in their\nentirety the prospectus supplement and the accompanying prospectus and the\nother documents that the Company has filed with the SEC that are incorporated\nby reference in such prospectus supplement and the accompanying prospectus,\nwhich provide more information about the Company and such offering.\n\nThis press release shall not constitute an offer to sell or the solicitation\nof an offer to buy nor shall there be any sale of these securities in any\nstate or jurisdiction in which such offer, solicitation or sale would be\nunlawful prior to registration or qualification under the securities laws of\nany such state or jurisdiction.\n\nAbout Polyrizon Ltd.\n\nPolyrizon is a development stage biotech company specializing in the\ndevelopment of innovative medical device hydrogels delivered in the form of\nnasal sprays, which form a thin hydrogel-based shield containment barrier in\nthe nasal cavity that can provide a barrier against viruses and allergens from\ncontacting the nasal epithelial tissue. Polyrizon’s proprietary Capture and\nContain TM, or C&C, hydrogel technology, comprised of a mixture of naturally\noccurring building blocks, is delivered in the form of nasal sprays, and\npotentially functions as a “biological mask” with a thin shield\ncontainment barrier in the nasal cavity. Polyrizon is further developing\ncertain aspects of its C&C hydrogel technology such as the bioadhesion and\nprolonged retention at the nasal deposition site for intranasal delivery of\ndrugs. Polyrizon refers to its additional technology, which is in an earlier\nstage of pre-clinical development, that is focused on nasal delivery of active\npharmaceutical ingredients, or APIs, as Trap and Target ™, or T&T. For more\ninformation, please visit https://polyrizon-biotech.com.\n\nForward-Looking Statements\n\nThis press release contains “forward-looking statements” within the\nmeaning of the Private Securities Litigation Reform Act of 1995 and other\nsecurities laws. Words such as “expects,” “anticipates,”\n“intends,” “plans,” “believes,” “seeks,” “estimates” and\nsimilar expressions or variations of such words are intended to identify\nforward-looking statements. For example, the Company is using forward-looking\nstatements when it discusses the timing and completion of the offering, the\nsatisfaction of customary closing conditions related to the offering and the\nintended use of proceeds therefrom. Forward-looking statements are not\nhistorical facts, and are based upon management’s current expectations,\nbeliefs and projections, many of which, by their nature, are inherently\nuncertain. Such expectations, beliefs and projections are expressed in good\nfaith. However, there can be no assurance that management’s expectations,\nbeliefs and projections will be achieved, and actual results may differ\nmaterially from what is expressed in or indicated by the forward-looking\nstatements. Forward-looking statements are subject to risks and uncertainties\nthat could cause actual performance or results to differ materially from those\nexpressed in the forward-looking statements. For a more detailed description\nof the risks and uncertainties affecting the Company, reference is made to the\nCompany’s reports filed from time to time with the Securities and Exchange\nCommission (“SEC”), including, but not limited to, the risks detailed in\nthe Company’s annual report filed with the SEC on March 25, 2026 and\nsubsequent filings with the SEC. Forward-looking statements speak only as of\nthe date the statements are made. The Company assumes no obligation to\nupdate  forward-looking statements to reflect actual results, subsequent\nevents or circumstances, changes in assumptions or changes in other factors\naffecting forward-looking information except to the extent required by\napplicable securities laws. If the Company does update one or more\nforward-looking statements, no inference should be drawn that the Company will\nmake additional updates with respect thereto or with respect to other\nforward-looking statements. References and links to websites have been\nprovided as a convenience, and the information contained on such websites is\nnot incorporated by reference into this press release. Polyrizon is not\nresponsible for the contents of third-party websites.\n\nMichal Efraty\nInvestor Relations\nIR@polyrizon-biotech.com"},"type":"article","timestamp":"2026-09-03T12:50:00.393856475Z","server_sent_at_ms":1788439800393},"received_at":"2026-09-03T12:50:00.452Z","source_url":"https://www.globenewswire.com/news-release/2026/09/03/3355936/0/en/polyrizon-ltd-announces-4-0-million-registered-direct-offering-and-private-placement.html"},"analysis":{"id":"124090","press_release_id":"135203","analysis_json":{"industry":{"label":"Biotechnology","sector":"Health Care"},"redFlags":["dilutive registered direct plus PIPE with 100% warrant coverage (333,333 common warrants at $12.00 strike)","use of proceeds is general corporate purposes and working capital, with no specific project disclosed","company agreed to file resale registration statements covering offering shares and warrant shares — future selling pressure overhang","very small post-offering share count (2,806,233 shares) leaves the stock highly susceptible to volatility"],"eventType":"offering","narrative":"Polyrizon Ltd. entered into definitive agreements with a single institutional investor for a registered direct offering and concurrent private placement expected to generate approximately $4.0 million in aggregate gross proceeds.\n\nThe deal comprises 333,333 Units priced at $12.00 each, with every Unit pairing one ordinary share (or pre-funded warrant) with one common warrant exercisable at $12.00 per share; the registered direct portion covers 232,500 shares and 30,000 pre-funded warrants, while the private placement adds 70,833 PIPE pre-funded warrants and 333,333 PIPE common warrants.\n\nNet proceeds are earmarked for general corporate purposes and working capital, with Aegis Capital Corp. acting as exclusive placement agent and closing expected on or about September 4, 2026.\n\nFollowing completion, Polyrizon will have 2,806,233 ordinary shares outstanding assuming full pre-funded warrant exercise, implying roughly a 13.5% immediate increase in share count that climbs above 25% if all common warrants are eventually exercised.","sentiment":"bearish","agentHooks":{"shouldPost":true,"suggestedAngle":"Development-stage nano-cap biotech taps a $4M registered direct with full warrant coverage — near-term dilution overhang now stacked on a tiny ~2.8M-share float."},"keyFigures":{"dealValueUsd":4000000,"offeringPrice":12,"sharesOffered":"333,333 Units (each = 1 Ordinary Share or Pre-Funded Warrant + 1 Common Warrant)","customDimensions":{"expected_close":"on or about September 4, 2026","pipe_common_warrants":333333,"pipe_pre_funded_warrants":70833,"post_offering_shares_outstanding":2806233,"common_warrant_exercise_price_usd":12,"ordinary_shares_registered_direct":232500,"pre_funded_warrant_exercise_price_usd":0.00001,"pre_funded_warrants_registered_direct":30000,"implied_immediate_share_count_increase_pct":"~13.5%","implied_dilution_if_all_warrants_exercised_pct":"~27%"}},"quotedText":"","namedEntities":{"people":[{"name":"Michal Efraty","role":"Investor Relations contact"}],"products":["Capture and Contain (C&C) hydrogel technology","Trap and Target (T&T) technology"],"companies":[{"name":"Polyrizon Ltd.","ticker":"PLRZ","relationship":"filer/issuer"},{"name":"Aegis Capital Corp.","relationship":"exclusive placement agent"},{"name":"Meitar | Law Offices","relationship":"Israeli counsel to the Company"},{"name":"Kaufman & Canoles, P.C.","relationship":"counsel to Aegis Capital Corp."}],"dollarAmounts":[{"amount":"$4.0 million","context":"expected aggregate gross proceeds from the registered direct offering and concurrent private placement"},{"amount":"$12.00","context":"combined offering price per Unit and exercise price per Common Warrant"},{"amount":"$11.99999","context":"offering price per Pre-Funded Unit"},{"amount":"$0.00001","context":"exercise price per Pre-Funded Warrant"}]},"materialImpact":{"score":4,"reasoning":"Development-stage micro-cap raised ~$4.0M via registered direct offering plus concurrent PIPE with full warrant coverage. Committed shares/pre-funded warrants imply a ~13.5% immediate share count increase, exceeding 20% if all 333,333 PIPE common warrants are exercised — significant dilution for a nano-cap, though the dollar size is modest."},"tickerRelevance":{"others":[],"primary":"PLRZ"},"globalImportance":20,"audienceRelevance":12,"eventTypeSecondary":["dilution"],"importanceComponents":{"tickerTier":"micro-cap","eventGravity":"registered direct + PIPE, ~$4M gross, full warrant coverage","issuerAuthored":true,"marketCapAdjustment":"nano-cap share base makes the raise proportionally large","immediateDilutionPct":"~13.5%","potentialDilutionPctIfWarrantsExercised":"~27%"}},"event_type":"offering","event_type_secondary":["dilution"],"sentiment":"bearish","material_impact_score":4,"narrative":"Polyrizon Ltd. entered into definitive agreements with a single institutional investor for a registered direct offering and concurrent private placement expected to generate approximately $4.0 million in aggregate gross proceeds.\n\nThe deal comprises 333,333 Units priced at $12.00 each, with every Unit pairing one ordinary share (or pre-funded warrant) with one common warrant exercisable at $12.00 per share; the registered direct portion covers 232,500 shares and 30,000 pre-funded warrants, while the private placement adds 70,833 PIPE pre-funded warrants and 333,333 PIPE common warrants.\n\nNet proceeds are earmarked for general corporate purposes and working capital, with Aegis Capital Corp. acting as exclusive placement agent and closing expected on or about September 4, 2026.\n\nFollowing completion, Polyrizon will have 2,806,233 ordinary shares outstanding assuming full pre-funded warrant exercise, implying roughly a 13.5% immediate increase in share count that climbs above 25% if all common warrants are eventually exercised.","key_figures":{"dealValueUsd":4000000,"offeringPrice":12,"sharesOffered":"333,333 Units (each = 1 Ordinary Share or Pre-Funded Warrant + 1 Common Warrant)","customDimensions":{"expected_close":"on or about September 4, 2026","pipe_common_warrants":333333,"pipe_pre_funded_warrants":70833,"post_offering_shares_outstanding":2806233,"common_warrant_exercise_price_usd":12,"ordinary_shares_registered_direct":232500,"pre_funded_warrant_exercise_price_usd":0.00001,"pre_funded_warrants_registered_direct":30000,"implied_immediate_share_count_increase_pct":"~13.5%","implied_dilution_if_all_warrants_exercised_pct":"~27%"}},"named_entities":{"people":[{"name":"Michal Efraty","role":"Investor Relations contact"}],"products":["Capture and Contain (C&C) hydrogel technology","Trap and Target (T&T) technology"],"companies":[{"name":"Polyrizon Ltd.","ticker":"PLRZ","relationship":"filer/issuer"},{"name":"Aegis Capital Corp.","relationship":"exclusive placement agent"},{"name":"Meitar | Law Offices","relationship":"Israeli counsel to the Company"},{"name":"Kaufman & Canoles, P.C.","relationship":"counsel to Aegis Capital Corp."}],"dollarAmounts":[{"amount":"$4.0 million","context":"expected aggregate gross proceeds from the registered direct offering and concurrent private placement"},{"amount":"$12.00","context":"combined offering price per Unit and exercise price per Common Warrant"},{"amount":"$11.99999","context":"offering price per Pre-Funded Unit"},{"amount":"$0.00001","context":"exercise price per Pre-Funded Warrant"}]},"model_name":"glm-4.7","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-09-03T13:51:16.413Z","global_importance":20,"audience_relevance":12,"importance_components":{"tickerTier":"micro-cap","eventGravity":"registered direct + PIPE, ~$4M gross, full warrant coverage","issuerAuthored":true,"marketCapAdjustment":"nano-cap share base makes the raise proportionally large","immediateDilutionPct":"~13.5%","potentialDilutionPctIfWarrantsExercised":"~27%"}},"durationMs":435681,"modelName":"glm-4.7"}}