UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For the month of May 2025

 

Commission file number: 001-42375

 

Polyrizon Ltd.

(Translation of registrant’s name into English)

 

5 Ha-Tidhar Street

Raanana, 4366507, Israel

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 

 

CONTENTS

 

Further to the Company’s Form 6-K furnished on May 14, 2025, Polyrizon Ltd. (the “Company”) advises that following additional exercises of warrants by selling shareholders pursuant to the registration statement on Form F-1 (Registration No. 333-286849), the number of issued and outstanding ordinary shares, no par value (the “Ordinary Shares”), has increased.

 

The Company currently has 870,511,417 Ordinary Shares issued and outstanding.

 

This Form 6-K is incorporated by reference into the Registrant’s Registration Statement on Form S-8 (File No. 333-284410), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Polyrizon Ltd.
   
Date: May 19, 2025 By: /s/ Tomer Izraeli
  Name:  Tomer Izraeli
  Title: Chief Executive Officer

 

 

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