Polyrizon Ltd美股招股说明书(2026-04-08版)

Polyrizon Ltd. We are offering pursuant to this prospectus supplement and the accompanying prospectus (i) 87,777 ordinary shares, no par value pershare, or the Ordinary Shares, at an offering price of $9.00 per Ordinary Share and (ii) 190,000 pre-funded warrants to purchase190,000 Ordinary Shares, or the Pre-Funded Warrants. Each Pre-Funded Warrant will be exercisable for one Ordinary Share. Thepurchase price of each Pre-Funded Warrant is $8.99999 per Pre-Funded Warrant, equal the price per share of Ordinary Shares beingsold to the public in this offering, minus $0.00001, and the exercise price of each Pre-Funded Warrant will be $0.00001 per warrantshare. We are also registering Ordinary Shares issuable upon exercise of the Pre-Funded Warrants pursuant to this prospectussupplement. In a concurrent private placement, we are also issuing 111,111 unregistered pre-funded warrants, or the PIPE Pre-Funded Warrants,and 388,888 unregistered warrants to purchase Ordinary Shares, or the Ordinary Share Warrants. The exercise price of the unregisteredOrdinary Share Warrants is $9.00 per Ordinary Share. The unregistered Ordinary Share Warrants are exercisable at any time uponissuance and will expire five years following the date of issuance. The PIPE Pre-Funded Warrants and Ordinary Share Warrants, andthe Ordinary Shares issuable upon the exercise of such unregistered warrants, are being offered pursuant to the exemptions provided inSection 4(a)(2) under the Securities Act of 1933, as amended, or the Securities Act, and Rule 506(b) promulgated thereunder, and theyare not being offered pursuant to this prospectus supplement and the accompanying prospectus. Such unregistered warrants are not andwill not be listed for trading on any national securities exchange. Our Ordinary Shares are currently traded on the Nasdaq Capital Market, or Nasdaq, under the symbol “PLRZ.” On April 6, 2026, thelast reported sale price of our Ordinary Shares on the Nasdaq was $12.30. The highest aggregate market value of the outstanding Ordinary Shares held by non-affiliates within the 60 days prior to thisprospectus supplement based on the closing price of the Ordinary Shares on the Nasdaq on March 2, 2026, as calculated in accordancewith General Instruction I.B.5. of Form F-3, was approximately $26.4 million. During the twelve calendar months immediately priorto and including the date of this prospectus supplement, we have sold securities with an aggregate market value of $4,970,421pursuant to General Instruction I.B.5. of Form F-3. We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and a “foreignprivate issuer”, as defined in Rule 405 under the Securities Act and are eligible for reduced public company reporting requirements. Investing in the securities involves a high degree of risk. See “Risk Factors” beginning on page S-8 of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus for a discussion of information that should be considered in connection with an investment in the Ordinary Shares. We have engaged Aegis Capital Corp., or the placement agent, to act as our exclusive placement agent in connection with this offering.The placement agent has agreed to use its best efforts to arrange for the sale of the securities offered by this prospectus supplement.The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required toarrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the placement agent theplacement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectussupplement. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offeringrequirement as a condition of closing of this offering. We will bear all costs associated with the offering. See “Plan of Distribution” onpage S-18 of this prospectus supplement for more information regarding these arrangements. Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. Proceeds, before expenses, to us(2) (1)Represents a cash fee equal to 8% of the aggregate purchase price paid by investors in this offering. We have also agreed toreimburse the placement agent for the fees and disbursements of its legal counsel in an amount of $75,000. See “Plan ofDistribution” beginning on page S-18 of this prospectus supplement for a description of the compensation to be received by theplacement agent. (2)The amount of the offering proceeds to us presented in this table does not include proceeds from the sale of the PIPE Pre-F