aibioRegentis Biomaterials files to sell 3,333,334 shares at an assumed $3.00
Tickers RGNT
Regentis Biomaterials Ltd. filed a Form F-1 on May 1, 2026 for a firm commitment offering through ThinkEquity. The $3.00 price is the April 28, 2026 NYSE American close.
Key facts
- Company
- Regentis Biomaterials Ltd. (AMEX: RGNT)
- News type
- Financings
- Primary source
- Regentis Biomaterials Ltd. F-1 (2026-05-01)
The offering
Regentis Biomaterials Ltd. (NYSE American: RGNT) filed a preliminary prospectus on Form F-1 on May 1, 2026 for a firm commitment offering of 3,333,334 ordinary shares, no par value. The prospectus uses an assumed public offering price of $3.00 a share, the closing sale price on the NYSE American on April 28, 2026. The final price is to be set by negotiation between Regentis and the underwriter. It gives the company's net proceeds as about $8.41 million at that price, or about $9.79 million if the over-allotment option is exercised in full.
Banks and counsel
ThinkEquity LLC is the representative of the several underwriters and the only underwriter named. The underwriting discount is 7.0%. The company also agreed to pay the representative a non-accountable expense allowance of 1.0% of gross proceeds and to reimburse its legal fees up to $150,000, with total accountable expenses capped at $200,000 if gross proceeds are $10 million or more and $180,000 if they are less. The company puts its own offering expenses at about $790,000. The representative has a 45-day option on up to 500,000 more shares, 15% of the shares sold, to cover over-allotments.
The representative's warrants cover up to 166,668 shares (191,667 with the over-allotment) at $3.75 a share, which is 125.0% of the offering price. They cannot be exercised for 180 days and expire five years after issue.
The company's counsel is Greenberg Traurig on U.S. federal law and Amit Pollak Matalon & Co on Israeli law and the validity of the shares. The underwriters' counsel is Sullivan & Worcester LLP on U.S. federal law and Sullivan & Worcester Tel-Aviv (Har-Even & Co.) on Israeli law. Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, audited the 2025 and 2024 statements.
Uses and dilution
Of the net proceeds, the company plans about $3.0 million for its pivotal GelrinC trial and PMA preparation, $2.0 million for research and development, $1.0 million for operational readiness, and $1 million for European market entry, with the remainder for working capital and general purposes.
Historical net tangible book value was $0.92 a share at December 31, 2025. On a pro forma as adjusted basis it would be $1.55, which the prospectus says is dilution of $1.45 a share, or 48.3%, to new investors. The company, its directors and executive officers agreed to a three-month lock-up from the prospectus date.
The trial and the cash
Regentis reported $7.4 million in cash and cash equivalents at December 31, 2025. The 20-F and its amendment show a net loss of $13.6 million for 2025 against net income of $4.8 million for 2024, and cash used in operations of $1.4 million against $641,000. The filings give no reason for the swing.
The prospectus says the pivotal trial has treated 47 of the 80 patients needed for the first PMA submission, with 43 of those through two-year follow-up. It is open label, has one arm and uses the company's own historical microfracture data as the control. Regentis expects to finish recruitment in the third quarter of 2026. GelrinC has a CE mark in Europe from 2017, and the 20-F says the company has no European partner in place. Dr. Eli Hazum resigned as chief executive on December 31, 2025, and chairman Dr. Ehud Geller took the post.
Other liabilities and lock-ups
The prospectus also describes a payment dispute with CSL Behring over fibrinogen supply minimums, in which CSL's aggregate demand reached $1,476,382.36. The July 2025 settlement included payments of $30,000 and $300,000, plus later sales-milestone payments of $300,000 and $200,000. A $100,000 payment and $1,197,000 of loan payments are shown as pro forma adjustments to capitalization.
Lock-ups from the December 2025 IPO, which sold shares at $8.00 and raised $10 million gross, restrict directors and executive officers for 12 months and the company and certain holders for six months. One risk factor gives June 3, 2026 for the expiry of the main lock-ups. The prospectus mostly places the shares on the NYSE American, but one risk factor says they began trading on Nasdaq.