Polyrizon Ltd. filed a Form 6-K on November 9, 2026, disclosing that its Board of Directors unanimously adopted a shareholder rights plan effective that same date, designed to deter any person or group from acquiring 10% or more of the company's outstanding ordinary shares without Board approval.

Key Highlights

  • Rights Plan effective November 9, 2026: The Board unanimously adopted the Rights Plan, which became effective immediately and does not require shareholder ratification to take effect.
  • 10% ownership threshold: The Rights become exercisable if a person or group acquires beneficial ownership of 10% or more of outstanding ordinary shares without prior Board approval.
  • Purchase price of $0.001 per share: Each Right, once exercisable, entitles its holder to purchase one ordinary share from the company at $0.001 per share.
  • Record Date set for November 19, 2026: One Right will be issued for each ordinary share outstanding at the close of business on November 19, 2026.
  • Grandfathering provision: Existing holders at or above 10% as of the public announcement are grandfathered, but will become Acquiring Persons if they increase their ownership by 0.5% or more thereafter.
  • Rights Agent: VStock Transfer LLC is named as rights agent under the Rights Agreement dated November 9, 2026.
  • Shareholder vote: The Rights Plan will be submitted for ratification at the next general meeting; a vote against ratification would cause the Rights Plan to cease effect immediately upon announcement of voting results.

Polyrizon Board Adopts Rights Plan to Manage Acquisition Attempts

According to the filing, Polyrizon Ltd. (NASDAQ:PLRZ), incorporated under the laws of the State of Israel and headquartered at 8 Ha-Pnina Street, Raanana, Israel, reported that its Board of Directors unanimously adopted a Rights Plan on November 9, 2026. The Board stated the plan was adopted "following a careful evaluation and consultation with the Company's external legal advisors" and is intended "to protect the interests of the Company's shareholders." The filing notes the plan is designed to give the Board sufficient time to evaluate any attempts to control or significantly influence the company.

Under the terms described in the filing, the Rights Agreement was entered into between Polyrizon and VStock Transfer LLC as rights agent. One Right is to be issued for each ordinary share outstanding at the close of business on the Record Date of November 19, 2026. Each Right entitles its holder to purchase one ordinary share at $0.001 per share once the Rights become exercisable. The Rights become exercisable at the close of business on the tenth day after public announcement that a person or group has become an "Acquiring Person" by obtaining beneficial ownership of 10% or more of outstanding ordinary shares, subject to exceptions described in the Rights Agreement.

The filing states that if an Acquiring Person is identified, all holders of Rights except the Acquiring Person and its associates or affiliates may purchase one ordinary share for each ordinary share then beneficially owned by that Acquiring Person, at the same $0.001 per share price, creating significant potential dilution. The Board retains discretion to redeem the Rights or exempt a shareholder from the plan before that shareholder becomes an Acquiring Person. The filing notes that the adoption of the Rights Plan "is not intended to prevent or interfere with any action with respect to Polyrizon that the Board determines to be in the best interests of the Company and its shareholders."

What Was Disclosed

Polyrizon Ltd. disclosed the unanimous adoption of a shareholder rights plan effective November 9, 2026, with a 10% acquisition threshold, a $0.001 per share exercise price, a Record Date of November 19, 2026, and VStock Transfer LLC as rights agent. Shareholder ratification will be sought at the next general meeting.