Polyrizon Ltd (PLRZ) Announces $17M Private Placement at $0.48/unit

Polyrizon Ltd. (NASDAQ: PLRZ) (the “Company”), a biotech company specializing in innovative intranasal hydrogels, today announced that it has entered into definitive agreements with institutional investors for the purchase and sale of approximately $17.0 million of Ordinary Shares and/or pre-funded and investor warrants at a price of $0.48 per Ordinary Unit.

The offering consists of the sale of 35,416,667 Ordinary Units (or Pre-Funded Units), each consisting of (i) one (1) Ordinary Share or Pre-Funded Warrant, and (ii) one (1) Series A Warrant to purchase one (1) Ordinary Share per warrant. The offering price per Ordinary Unit is $0.48 (or $0.47999 for each Pre-Funded Unit, which is equal to the offering price per Ordinary Unit sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants will be exercisable following shareholder approval and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Ordinary Units in the offering will be decreased on a one-for-one basis. The initial exercise price of each Series A Warrant is $1.20 per Ordinary Share or pursuant to an alternative cashless exercise option. The Series A Warrants are exercisable following shareholder approval and will have a term of 30 months. The number of securities issuable under the Series A Warrants is subject to adjustment as described in more detail in the report on Form 6-K to be filed in connection with the offering.

Aggregate gross proceeds to the Company are expected to be approximately $17.0 million. The transaction is expected to close on or about April 1, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.

Aegis Capital Corp. is acting as exclusive placement agent for the private placement. Greenberg Traurig, P.A. is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.

The securities described above are being sold in a private placement transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the Ordinary Shares and the Shares issuable upon exercise of the pre-funded warrants and warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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