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Polyrizon Retains Nasdaq Listing Following Hearings Panel

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Polyrizon (Nasdaq: PLRZ) has successfully retained its Nasdaq listing following a hearing with the Nasdaq Hearings Panel. The company faced potential delisting concerns related to a private placement involving 5,962,073 ordinary shares, including 5,829,389 shares issued through warrant exercises. The Panel granted continued listing subject to meeting the Minimum Bid Price Rule by October 17, 2025.

Following the private placement, Polyrizon reports a cash balance of $15.68 million. The company has committed to avoiding complex financing instruments and is implementing enhanced internal controls for securities issuances and Nasdaq compliance.

Polyrizon (Nasdaq: PLRZ) ha mantenuto con successo la sua quotazione al Nasdaq dopo un'udienza con il Nasdaq Hearings Panel. La società ha affrontato potenziali rischi di esclusione legati a un collocamento privato che ha coinvolto 5.962.073 azioni ordinarie, di cui 5.829.389 azioni emesse tramite esercizio di warrant. Il Panel ha concesso la continuazione della quotazione a condizione che venga rispettata la Regola del Prezzo Minimo di Offerta entro il 17 ottobre 2025.

Dopo il collocamento privato, Polyrizon riporta un saldo di cassa di 15,68 milioni di dollari. La società si è impegnata a evitare strumenti finanziari complessi e sta implementando controlli interni più rigorosi per le emissioni di titoli e la conformità al Nasdaq.

Polyrizon (Nasdaq: PLRZ) ha mantenido con éxito su cotización en Nasdaq tras una audiencia con el Nasdaq Hearings Panel. La empresa enfrentaba posibles preocupaciones de exclusión relacionadas con una colocación privada que involucró 5.962.073 acciones ordinarias, incluyendo 5.829.389 acciones emitidas mediante el ejercicio de warrants. El Panel otorgó la continuidad de la cotización bajo la condición de cumplir con la Regla del Precio Mínimo de Oferta antes del 17 de octubre de 2025.

Tras la colocación privada, Polyrizon reporta un saldo en efectivo de 15,68 millones de dólares. La compañía se ha comprometido a evitar instrumentos financieros complejos y está implementando controles internos mejorados para la emisión de valores y el cumplimiento con Nasdaq.

폴리라이� (Nasdaq: PLRZ)은(�) Nasdaq 청문� 패널과의 심리 � 성공적으� Nasdaq 상장 자격� 유지했습니다. 회사� 5,962,073�� 보통주에 관� 사모 발행� 관련된 상장 폐지 우려� 직면했으�, � � 5,829,389�� 워런� 행사� 발행되었습니�. 패널은 2025� 10� 17�까지 최소 입찰가 규정� 충족하는 조건으로 상장 지속을 허가했습니다.

사모 발행 이후, 폴리라이즌은 1,568� 달러� 현금 잔액� 보고했습니다. 회사� 복잡� 금융 상품� 피하� 증권 발행 � Nasdaq 규정 준수를 위한 내부 통제 강화� 전념하고 있습니다.

Polyrizon (Nasdaq : PLRZ) a réussi à conserver sa cotation au Nasdaq suite à une audience devant le Nasdaq Hearings Panel. La société faisait face à des risques potentiels de radiation liés à un placement privé impliquant 5 962 073 actions ordinaires, dont 5 829 389 actions émises via l'exercice de bons de souscription. Le Panel a accordé la poursuite de la cotation sous réserve de respecter la règle du prix minimum d'offre d'ici le 17 octobre 2025.

À la suite du placement privé, Polyrizon annonce un solde de trésorerie de 15,68 millions de dollars. La société s'engage à éviter les instruments financiers complexes et met en place des contrôles internes renforcés pour les émissions de titres et la conformité au Nasdaq.

Polyrizon (Nasdaq: PLRZ) hat nach einer Anhörung beim Nasdaq Hearings Panel erfolgreich seine Notierung am Nasdaq behalten. Das Unternehmen sah sich potenziellen Delisting-Bedenken aufgrund einer Privatplatzierung von 5.962.073 Stammaktien gegenüber, darunter 5.829.389 Aktien, die durch die Ausübung von Warrants ausgegeben wurden. Das Panel gewährte die Fortsetzung der Notierung unter der Bedingung, die Mindestgebotspreisregel bis zum 17. Oktober 2025 einzuhalten.

Nach der Privatplatzierung meldet Polyrizon einen Bargeldbestand von 15,68 Millionen US-Dollar. Das Unternehmen hat sich verpflichtet, komplexe Finanzinstrumente zu vermeiden und verstärkte interne Kontrollen für Wertpapieremissionen und die Einhaltung der Nasdaq-Regeln einzuführen.

Positive
  • Successfully retained Nasdaq listing following Panel hearing
  • Strengthened cash position with $15.68 million balance
  • All warrants from Private Placement have been exercised, simplifying capital structure
  • Implementing new internal control framework for better compliance
Negative
  • Must regain compliance with Minimum Bid Price Rule by October 17, 2025
  • Significant dilution from issuance of 5,962,073 ordinary shares
  • Previous compliance issues with Nasdaq listing requirements

Insights

Polyrizon avoided Nasdaq delisting following questionable financing practices but must maintain minimum bid requirements by October to retain listing.

Polyrizon has successfully retained its Nasdaq Capital Market listing following a regulatory challenge that threatened its public trading status. The company faced delisting due to concerns about a March 2025 private placement that included Series A warrants with an alternate cashless exercise provision � a financing structure Nasdaq viewed as potentially problematic under its public interest authority (Listing Rule 5101).

The securities issuance resulted in 5,962,073 ordinary shares being issued, with the vast majority (5,829,389 shares) coming from warrant exercises. This type of financing arrangement often raises regulatory concerns because alternate cashless exercise provisions can create unpredictable dilution and potentially circumvent certain market pricing protections.

While Polyrizon won its appeal to the Nasdaq Hearings Panel, this comes with strings attached � the company must regain compliance with the Minimum Bid Price Rule by October 17, 2025. This condition suggests the company's share price has fallen below $1, triggering another compliance issue that remains unresolved.

The company reports a cash position of $15.68 million following the private placement, and management highlighted that all warrants from the questioned financing have now been exercised, removing a source of potential future dilution. Additionally, Polyrizon is implementing governance improvements including formal controls over securities issuances and enhanced compliance monitoring � remedial steps typically expected by Nasdaq following listing rule violations.

Raanana, Israel, July 15, 2025 (GLOBE NEWSWIRE) -- Polyrizon Ltd. (Nasdaq: PLRZ) (the “Company� or “Polyrizon�), a development stage biotech company specializing in the development of innovative intranasal hydrogels, announced that it has received a notification letter from the Nasdaq Hearings Panel (the “Panel�) granting the Company’s request for the continued listing of its securities on the Nasdaq Capital Market.

As previously reported by the Company on May 23, 2025, the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq�) issued a public interest determination under Listing Rule 5101, citing the Company’s issuance of securities in a private placement (the “Private Placement�) pursuant to the securities purchase agreement dated March 31, 2025, particularly the Series A warrants exercisable on an alternate cashless basis. In connection with the Private Placement, the Company issued an aggregate of 5,962,073 ordinary shares, which includes 5,829,389 ordinary shares issued upon the exercise of warrants on an alternate cashless basis. As of the date hereof, all of the warrants issued in the Private Placement have been exercised.

A hearing before the Panel was held on June 26, 2025. At the hearing, Polyrizon presented its plan to address Nasdaq’s concerns, including a commitment to avoid the use of overly complex or inherently dilutive financing instruments in future capital-raising activities.

On July 9, 2025, the Panel issued its determination, granting the Company's request for continued listing on the Nasdaq Capital Market, subject to the Company regaining compliance with the Minimum Bid Price Rule by October 17, 2025.  

“We appreciate Nasdaq’s thoughtful consideration of this matter and are pleased to maintain our listing on Nasdaq,� said Tomer Izraeli, CEO of Polyrizon Ltd. “Following the Private Placement, we have a cash balance of approximately $15.68 million. With the full exercise of the warrants issued in that transaction, we have meaningfully simplified our capital structure, eliminating a significant source of potential dilution and overhang. We believe this positions us well to enhance long-term shareholder value and better reflect the strength of our underlying business.

“In addition, we are implementing a formal internal control framework to govern future securities issuances and ensure ongoing compliance with Nasdaq listing standards,� Mr. Izraeli added. “This includes enhanced oversight of financing activity, Nasdaq-related reporting, and quarterly internal compliance reviews, which will be reported to our Audit Committee.�

About Polyrizon

Polyrizon is a development stage biotech company specializing in the development of innovative medical device hydrogels delivered in the form of nasal sprays, which form a thin hydrogel-based shield containment barrier in the nasal cavity that can provide a barrier against viruses and allergens from contacting the nasal epithelial tissue. Polyrizon’s proprietary Capture and Contain TM, or C&C, hydrogel technology, comprised of a mixture of naturally occurring building blocks, is delivered in the form of nasal sprays, and potentially functions as a “biological mask� with a thin shield containment barrier in the nasal cavity. Polyrizon are further developing certain aspects of our C&C hydrogel technology such as the bioadhesion and prolonged retention at the nasal deposition site for intranasal delivery of drugs. Polyrizon refers to its additional technology, which is in an earlier stage of pre-clinical development, that is focused on nasal delivery of active pharmaceutical ingredients, or APIs, as Trap and Target �, or T&T. For more information, please visit .

Forward Looking Statements

This press release contains “forward-looking statements� within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Words such as “expects,� “anticipates,� “intends,� “plans,� “believes,� “seeks,� “estimates� and similar expressions or variations of such words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses the Company’s ability to continue to remain listed on Nasdaq. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC�), including, but not limited to, the risks detailed in the Company’s annual report filed with the SEC on March 11, 2025 and subsequent filings with the SEC.. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Polyrizon is not responsible for the contents of third-party websites.

* Share amounts herein reflect the 1-for-250 reverse share split effected on May 27, 2025, as the Company announced in its Report on Form 6-K filed with the Securities and Exchange Commission on May 22, 2025.

Contacts:

Michal Efraty
Investor Relations


FAQ

Why was Polyrizon (PLRZ) at risk of losing its Nasdaq listing?

Polyrizon faced delisting risk due to concerns over a private placement involving complex warrant structures and the issuance of 5,962,073 ordinary shares, which triggered a public interest determination under Nasdaq Listing Rule 5101.

What conditions must Polyrizon (PLRZ) meet to maintain its Nasdaq listing?

Polyrizon must regain compliance with the Minimum Bid Price Rule by October 17, 2025 to maintain its Nasdaq listing.

How much cash does Polyrizon (PLRZ) have following the private placement?

Following the private placement, Polyrizon has a cash balance of approximately $15.68 million.

What changes is Polyrizon (PLRZ) implementing to ensure future Nasdaq compliance?

Polyrizon is implementing a formal internal control framework including enhanced oversight of financing activity, Nasdaq-related reporting, and quarterly internal compliance reviews overseen by their Audit Committee.

How many shares were issued in Polyrizon's (PLRZ) private placement?

Polyrizon issued 5,962,073 ordinary shares in total, including 5,829,389 ordinary shares issued through warrant exercises on an alternate cashless basis.
Polyrizon Ltd

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Biotechnology
Healthcare
Israel
Ra'anana