Regentis Biomaterials Ltd美股招股说明书(2026-07-13版)

3,807,143 Ordinary Shares This prospectus relates to the resale, by the selling shareholders identified in this prospectus, of up to an aggregate of3,807,143 ordinary shares, no par value per share of Regentis Biomaterials Ltd. (“Ordinary Shares”), consisting of (i) 1,844,543Ordinary Shares (the “Offered Shares”) issued in a private placement pursuant to securities purchase agreements dated as of June 17,2026 (the “Securities Purchase Agreements”) and a placement agency agreement dated as of June 17, 2026 (the “Placement AgencyAgreement”) (such transaction is referred herein as the “Private Placement”), (ii) 12,600 Ordinary Shares issuable upon the exercise ofpre-funded warrants (“Pre-Funded Warrants”) issued in the Private Placement, (iii) 1,857,143 Ordinary Shares issuable upon theexercise of ordinary warrants (“Ordinary Warrants”) issued in the Private Placement and (iv) 92,857 Ordinary Shares issuable upon theexercise of placement agent warrants (“Placement Agent Warrants”, and, with the Pre-Funded Warrants and the Ordinary Warrants, the“Offered Warrants”, and, with the Offered Shares, the “Offered Securities”) issued in the Private Placement to the Placement Agent(defined below) as compensation for its services in connection with the Private Placement. The selling shareholders are identified in the table commencing on page 10. We will not receive any proceeds from the sale ofthe Ordinary Shares by the selling shareholders. All net proceeds from the sale of the Ordinary Shares covered by this prospectus willgo to the selling shareholders. However, we may receive the proceeds from any exercise of the Offered Warrants if the sellingshareholders exercise the Offered Warrants on a cash basis, if and when exercised. See “Use of Proceeds.” The selling shareholders may sell all or a portion of the Ordinary Shares from time to time in market transactions through anymarket on which our Ordinary Shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will bedetermined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent oras principal or by a combination of such methods of sale. We will bear all of the expenses incurred in connection with the registrationof these shares. The selling shareholders will pay any underwriting discounts and selling commissions and/or similar charges incurredin connection with the sale of the shares. See “Plan of Distribution.” Our Ordinary Shares are listed on the NYSE American under the symbol “RGNT”. The last reported sale price of ourOrdinary Shares on July 10, 2026 was $3.79 per share. The securities offered in this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 4 of thisprospectus to read about factors you should consider before purchasing any of our securities. Neither the U.S. Securities and Exchange Commission, the Israel Securities Authority nor any state or other foreignsecurities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense. The date of this prospectus is July 13, 2026. TABLE OF CONTENTS About this ProspectusiiProspectus Summary1Risk Factors4Special Note Regarding Forward-Looking Statements5Use of Proceeds7Capitalization8Selling Shareholders9Description of Share Capital15Plan of Distribution21Legal Matters23Experts23Where You Can Find More Information24Incorporation of Certain Information By Reference25Enforceability of Civil Liabilities26 About This Prospectus This prospectus is part of a registration statement that we filed with the SEC. As permitted by the rules and regulations of theSEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read theregistration statement and the other reports we file with the SEC at the SEC’s website or its offices described below under the heading“Where You Can Find More Information.” You should rely only on the information that is contained in this prospectus or that is incorporated by reference into thisprospectus. Neither we nor the selling shareholders have authorized anyone to provide you with information that is in addition to ordifferent from that contained in, or incorporated by reference into, this prospectus. If anyone provides you with different orinconsistent information, you should not rely on it. The information contained in this prospectus is accurate as of the date on the front of this prospectus only, regardless of thetime of delivery of this prospectus or of any sale of our Ordinary Shares. Our business, financial condition, results of operations andprospects may have changed since that date. Throughout this prospectus, unless otherwise designated, the “Company,” “Regentis,” “we,” “us,” “our” and other similardesignations refer to Regentis Biomaterials Ltd. This prospectus contains