aibioNasus Pharma files for 1,000,000-share NYSE American IPO, expects $10.00 to $12.00
Tickers NSRX
Nasus Pharma seeks to list 1,000,000 shares on NYSE American at $10.00 to $12.00. Its prospectus says current cash will not fund planned operations, which raises substantial doubt about going concern, and its epinephrine Phase 2 study included 12 patients.
Key facts
- Company
- Nasus Pharma Ltd. (AMEX: NSRX)
- News type
- Financings
- Primary source
- Nasus Pharma Ltd. F-1 (2025-07-09)
The offering
Nasus Pharma Ltd., an Israeli company, filed a registration statement on Form F-1 with the Securities and Exchange Commission on July 9, 2025. It covers a firm commitment initial public offering of 1,000,000 ordinary shares with no par value. The company anticipates a price between $10.00 and $12.00 per share.
The offering depends on the shares being listed on NYSE American under the symbol NSRX. The prospectus says no assurance can be given that the listing will be approved or that a trading market will develop. No public market exists for the shares today.
Laidlaw & Company (UK) Ltd is the representative of the underwriters, and Craft Capital Management LLC is also an underwriter. Upon closing, the company agreed to issue the underwriters warrants for 3% of the shares sold, which is 30,000 shares or 34,500 if the over-allotment option is exercised in full. The underwriters also receive a non-accountable expense allowance of 1.0% of the offering price. Laidlaw holds a 45-day option to buy up to 150,000 more shares to cover over-allotments. Directors and executive officers agreed to a six-month lock-up.
The registration statement lists copies to Sullivan & Worcester LLP and to Sichenzia Ross Ference Carmel LLP. The copies line does not say which firm acts for the company and which for the underwriters.
Use of proceeds and share count
At the $11.00 midpoint, the company expects about $9.3 million in net proceeds, or about $10.8 million if the over-allotment is exercised in full. It says the money would support its intranasal epinephrine program, including manufacturing scale-up and additional Phase 2 studies.
Before the offering, 7,362,906 ordinary shares were outstanding as of December 31, 2024. After it, 8,687,800 shares would be outstanding, or 8,837,800 with the over-allotment. The company is an emerging growth company and a foreign private issuer.
The cash position
The financial statements are in U.S. dollars, in thousands. At December 31, 2024, Nasus held $284 thousand in cash and cash equivalents. On a pro forma basis, which counts $685,000 in proceeds from 2024 SAFE agreements entered between January and March 2025 (of which $250,000 was still to be received before effectiveness), that figure is $969 thousand. The pro forma as adjusted figure, after the offering, is $11,089 thousand.
The company reported a 2024 net loss of $1,532 thousand, against $1,051 thousand in 2023. Its accumulated deficit was $12,664 thousand at year end. Current liabilities were $3,929 thousand, and total shareholders' deficit was $3,212 thousand. Convertible securities stood at $1,802 thousand.
The prospectus says the company does not believe current cash will be enough to fund its projected operating requirements. That statement raises substantial doubt about its ability to continue as a going concern. The filing also reports material weaknesses in internal control over financial reporting.
The programs
Nasus describes itself as a clinical stage pharmaceutical company that has not generated revenues from its continuing activities. Its portfolio includes intranasal epinephrine, which has completed a Phase 2 study, and intranasal naloxone, which has completed a pivotal study, along with preclinical proof of concept programs.
The epinephrine Phase 2 portion included twelve patients, and the prospectus says the trial was not powered for statistical significance. The naloxone work consisted of a pilot study in 14 healthy volunteers and a pivotal study in 42 healthy volunteers. The company says the pivotal study was powered for statistical significance, but it enrolled healthy volunteers, not patients.
The company says it currently intends to focus its development and regulatory efforts on intranasal epinephrine and the proof of concept programs. Before submitting the epinephrine program to the FDA for marketing approval, the company still intends to run a pivotal Phase 3 study.
What the filing leaves open
The filing lists the underwriters' warrants and fees in detail. The cash figures above show $284 thousand at year end, before the offering, and the prospectus says current cash will not be enough for projected operations.