IPO - Polyrizon Ltd.

Form Type: F-1/A

Filing Date: 2025-01-10

Corporate Action: Ipo

Type: New

Accession Number: 000121390025002660

Filing Summary: Polyrizon Ltd. has filed Amendment No. 1 to its Form F-1 registration statement under the Securities Act of 1933 to register 2,419,724 Ordinary Shares for resale by Selling Shareholders. The shares consist of 364,931 Ordinary Shares issuable upon the exercise of pre-funded warrants and 2,054,793 Ordinary Shares issuable upon the exercise of common warrants. The company will not receive proceeds from these sales, which will benefit Selling Shareholders. The last reported sale price of the shares on Nasdaq was $1.54. The document outlines that the company is classified as an emerging growth company and a foreign private issuer with reduced public company reporting requirements. Risk factors associated with investing in the company's Ordinary Shares are emphasized, along with the regulatory paths for the company's medical device product candidates, specifically related to their hydrogel technology that serves as a barrier against allergens and viruses. Recent developments include a licensing agreement with SciSparc Ltd. for the SCI-160 platform to develop products for pain management, detailing milestones and royalty structures involved. Further, the filing indicates that the company has engaged in stock split activities and describes its future clinical and regulatory plans for medical devices that it develops.

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Form Type: F-1

Filing Date: 2024-12-30

Corporate Action: Ipo

Type: New

Accession Number: 000121390024113515

Filing Summary: Polyrizon Ltd., a development stage biotech company, has filed a registration statement for the resale of up to 2,419,724 Ordinary Shares by selling shareholders, including shares issuable upon the exercise of pre-funded and common warrants. The company specializes in innovative medical device hydrogels aimed at providing a barrier against viruses and allergens when delivered nasally. The planned use of proceeds from the exercise of warrants could amount to approximately $9 million. The company is classified as an emerging growth company and a foreign private issuer and is subject to reduced public reporting requirements. The registration is being made under Rule 415 for potential continuous offerings. Polyrizon Ltd. has navigated several stock splits and restructurings over the past years and is currently positioned for initial public offerings following a series of developments, including licensing agreements and deadlines for FDA submissions. Recent developments include a SciSparc License Agreement for rights associated with the SCI-160 platform, with notable financial implications tied to milestone achievements under this agreement. The company aims to address healthcare challenges associated with allergies and viruses through non-invasive delivery methods.

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Form Type: CORRESP

Filing Date: 2024-10-25

Corporate Action: Ipo

Type: New

Accession Number: 000121390024090598

Filing Summary: Aegis Capital Corp., as representative of the underwriters, requests the acceleration of the effective date of Polyrizon Ltd.'s Registration Statement on Form F-1, File No. 333-266745. The requested effective date is set for 5:00 p.m. Eastern Time on October 28, 2024, or shortly thereafter. The correspondence also notes the distribution of proposed preliminary prospectus forms among underwriters to facilitate adequate distribution. Further, assurances are provided regarding compliance with Rule 15c2-8 related to the issue.

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Form Type: CORRESP

Filing Date: 2024-10-22

Corporate Action: Ipo

Type: New

Accession Number: 000121390024089500

Filing Summary: Aegis Capital Corp., as the representative of underwriters, has requested the acceleration of the effective date for the Registration Statement on Form F-1 for Polyrizon Ltd. The new effective date is targeted for October 24, 2024, at 5:00 p.m. Eastern Time. This request is made pursuant to Rule 461 of the Securities Act of 1933. Aegis Capital has confirmed compliance with Rule 15c2-8 of the Securities Exchange Act of 1934 regarding the distribution of the preliminary prospectus to underwriters.

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Form Type: CORRESP

Filing Date: 2024-10-18

Corporate Action: Ipo

Type: New

Accession Number: 000121390024088688

Filing Summary: Polyrizon Ltd. has filed a request for acceleration of the effective date of its Registration Statement on Form F-1, File No. 333-266745, which is set to become effective on October 21, 2024. Aegis Capital Corp. is representing the underwriters in this process. The request is made pursuant to Rule 461 under the Securities Act of 1933. Aegis Capital Corp. has confirmed its compliance with relevant rules and the distribution of preliminary prospectuses to participating underwriters will proceed as needed to ensure adequate distribution.

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Form Type: CORRESP

Filing Date: 2024-09-26

Corporate Action: Ipo

Type: New

Accession Number: 000121390024082153

Filing Summary: Polyrizon Ltd. is requesting the acceleration of the effective date for its Registration Statement on Form F-1, which is filed under File No. 333-266745. The company intends for the Registration Statement to become effective at 5:00 p.m. Eastern Time on September 30, 2024, or as soon thereafter as practicable. Aegis Capital Corp. is acting as the representative of the underwriters and has confirmed compliance with relevant rules under the Securities Act of 1933 and the Securities Exchange Act of 1934 in relation to the distribution of the preliminary prospectus to underwriters.

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Form Type: CORRESP

Filing Date: 2024-09-23

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024080883

Filing Summary: Polyrizon Ltd. submitted Amendment No. 9 to Registration Statement on Form F-1 for filing on September 16, 2024. The document contains the Company's responses to comments from the SEC dated September 20, 2024, regarding the Registration Statement. Notably, the Company has updated Exhibit 107 to revise the fee table based on the maximum offering price per share. Additionally, the Company has clarified its disclosures regarding selling shareholders on page 138, specifying those interested in purchasing units in the primary offering, indicating that these shareholders' intentions represent approximately 27% of the offering as per the risk factor described on page 54. Concurrently, Amendment No. 10 will also be filed to reflect these changes and updates.

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Form Type: CORRESP

Filing Date: 2024-09-16

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024078740

Filing Summary: Polyrizon Ltd. is submitting responses to comments from the SEC regarding its Registration Statement on Form F-1 for an initial public offering filed on September 9, 2024. The company acknowledges comments on its plan of distribution and confirms that retaining an underwriter would constitute a material change requiring a post-effective amendment. The company has filed Amendment No. 9 to address these comments, including an updated legal opinion regarding resale shares and changes reflecting the removal of Xylo Technologies Ltd. as a selling securityholder. Additionally, the company has revised disclosures regarding current securityholder interests in purchasing units in the offering and has included updates to the beneficial ownership and fee table reflecting the resale offering. The responses aim to clarify whether selling securityholders are engaged in underwriting and provide analysis regarding Xylo's affiliation status.

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Form Type: CORRESP

Filing Date: 2024-09-03

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024075256

Filing Summary: Polyrizon Ltd. is addressing comments from the SEC's Division of Corporation Finance regarding Amendment No. 6 to their Form F-1 Registration Statement. Key revisions include clarification on the total number of ordinary shares being registered and the details around a secondary offering that will commence after their initial public offering. The company has stated that they have made necessary updates to several sections, including disclosures on dilution and related party transactions, and have provided expanded information on selling shareholders. The effectiveness of a forward stock split has also been indicated. Overall, these changes are aimed at ensuring compliance with regulatory requirements prior to the anticipated IPO.

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Form Type: CORRESP

Filing Date: 2024-08-14

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024069121

Filing Summary: Polyrizon Ltd. submitted its responses to comments from the SEC regarding its Amendment No. 5 to Registration Statement on Form F-1, which was initially filed on May 20, 2024. The response includes revisions to the initial public offering volume, specifics on the use of proceeds for debt repayment, and clarifications regarding trial delays resulting from the postponed IPO. The company also removed expired patents, added the status of patent applications, and filed convertible loan agreements as exhibits to the registration statement. Additionally, the submission includes updates on market statistics citing sources for non-common knowledge information.

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Form Type: CORRESP

Filing Date: 2023-02-03

Corporate Action: Ipo

Type: Update

Accession Number: 000121390023007750

Filing Summary: Polyrizon Ltd. is submitting responses to comments from the SEC staff regarding their Registration Statement on Form F-1, which was initially filed on January 10, 2023. This communication includes amendments based on those comments to ensure compliance with Nasdaq Listing Rules. The company clarifies that the resale registration is regarded as a secondary offering, asserting that the selling shareholders are not acting as underwriters. The conclusion is based on several factors: the duration the shareholders have held their shares, the nature of their acquisition as investment rather than for resale, and the absence of any plans to distribute the shares, thus supporting the characterization of this as a valid secondary offering. The filing also details revisions made in response to previous comments from the SEC staff regarding the offering terms, risk factors, and exhibits included in the Registration Statement. Essential changes include conforming legal opinions and clarifying expectations around the company’s public float requirements.

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Form Type: CORRESP

Filing Date: 2023-01-10

Corporate Action: Ipo

Type: Update

Accession Number: 000121390023001940

Filing Summary: Polyrizon Ltd. submitted Amendment No. 2 to Registration Statement on Form F-1 in response to comments from the SEC staff dated December 23, 2022, related to their initial public offering. The Company has revised the Resale Prospectus cover page to include material information about the IPO and clarified the purpose of the Selling Shareholder's offer, which is to create a public trading market for equity securities in compliance with Nasdaq requirements. The Company outlined modifications made to the Public Offering Prospectus and Resale Prospectus, including the integration of Selling Shareholders and Principal Shareholders information, and addressed risk factors associated with its C&C product candidates and regulatory requirements. Additionally, the Company discussed plans for preclinical safety trials for product candidates PL-15 and PL-16 scheduled for the second quarter of 2023 and the intention to file for an Investigational Device Exemption. It also updated information on private placements and SAFEs, specifying that the conversion of SAFE investments will occur after the IPO closes. The document includes multiple adjustments to ensure compliance with SEC comments and Nasdaq listing rules, emphasizing that the SAFEs are recognized as a completed private placement.

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