aibioPolyrizon closes $4.0 million registered direct offering and private placement at $12.00
Tickers PLRZ
Polyrizon closed about $4.0 million from a registered direct offering and a concurrent private placement sold to one institutional investor, at $12.00 per unit. Aegis Capital Corp. acted as placement agent, and its fee took 8% of the registered portion.
Key facts
- Company
- Polyrizon Ltd. (NASDAQ: PLRZ)
- News type
- Financings
- Primary source
- Polyrizon Ltd. 424B5 (2026-09-04)
Polyrizon Ltd. (Nasdaq: PLRZ) said on September 4, 2026 that it closed a registered direct offering and a concurrent private placement with aggregate gross proceeds of approximately $4.0 million, in a closing release. A single institutional investor bought the securities. The offering is described in a prospectus supplement dated September 3, 2026, under a shelf registration that became effective December 3, 2025.
The terms
The deal consisted of 333,333 units, each pairing one ordinary share, or one pre-funded warrant, with one common warrant, at a combined price of $12.00 per unit. In the registered direct offering, Polyrizon issued 232,500 ordinary shares and 30,000 pre-funded warrants. In the private placement it issued 70,833 pre-funded warrants and 333,333 ordinary share warrants.
The pre-funded warrants carry an exercise price of $0.00001 per share. The unregistered ordinary share warrants carry an exercise price of $12.00, are exercisable immediately and expire five years after issuance. The private placement relies on the exemption in Section 4(a)(2) of the Securities Act, and the company agreed to file registration statements covering resale of the shares underlying those warrants.
The registered portion had a total offering price of $3,149,999.70. The placement agent fees were $251,999.98, which the supplement describes as 8% of the purchase price. Proceeds to Polyrizon before expenses were $2,897,999.72. The company also agreed to reimburse $75,000 of the agent's legal fees.
Who advised
Aegis Capital Corp. was the exclusive placement agent, acting on a best efforts basis. It is not buying the securities, and it is not required to place any specific amount. Kaufman & Canoles, P.C., of Richmond, Virginia, acted as counsel to the placement agent.
On the company's side, Meitar Law Offices of Ramat Gan, Israel, passed on the validity of the shares and matters of Israeli law, and Greenberg Traurig, P.A. handled certain U.S. federal securities law matters. The supplement says lock-up agreements cover the company's executive officers, directors, certain holders and securities convertible into ordinary shares.
Price and share count
The last reported sale price on the Nasdaq was $12.51 on September 2, 2026, so the $12.00 unit price was set slightly below that level. The supplement says 2,139,567 ordinary shares were outstanding before the offering and 2,402,067 would be outstanding after it, assuming exercise in full of the pre-funded warrants issued in it, and it excludes the private placement's pre-funded warrants and ordinary share warrants.
The count also excludes 958 ordinary shares issuable on exercise of existing warrants, so it understates potential dilution.
Cash and the cost of the raise
Polyrizon describes itself as a development stage biotech company specializing in intranasal hydrogels. Its C&C hydrogel is delivered as a nasal spray that forms a thin shield in the nasal cavity, which the company calls a biological mask against viruses and allergens. A second platform, T&T, is aimed at nasal delivery of active pharmaceutical ingredients.
The 2025 annual report on Form 20-F, filed March 25, 2026, reports research and development expense of $2.1 million for 2025, up from $534,000 in 2024. The net loss was $3.3 million in 2025, up from $1.5 million in 2024. Cash used in operations was $4.5 million in 2025, compared with $1.1 million in 2024. Year-end 2025 cash and cash equivalents were $1.3 million, against $2.6 million a year earlier.
Set against those figures, the $4.0 million gross raise covers less than a year of the 2025 cash burn, and the registered portion yields $2,897,999.72 before expenses. The company says it will use the proceeds, together with existing cash, for general corporate purposes and working capital. It does not say how long the money will last.
The offering also brings a single investor into the register with warrants that could be exercised at $12.00 for five years, which is a cost to existing holders if the stock stays near that price.