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GlobeNewswire·

POLYRIZON ADOPTS LIMITED DURATION SHAREHOLDER RIGHTS PLAN

  • Polyrizon Ltd. (Nasdaq: PLRZ) announced its Board of Directors unanimously adopted a limited duration shareholder rights plan effective November 9, 2026.
  • The Board stated the plan aims to protect shareholder interests & reduce the likelihood of unapproved open-market accumulation of shares without appropriate compensation.
  • The Rights Plan was not adopted in response to a specific takeover threat but to ensure the Board has time to make informed judgments regarding potential control attempts.
  • The plan encourages entities seeking significant interest to negotiate directly with the Board prior to acquiring control or significant influence.
  • Shareholder ratification is required at the next general meeting but is not a condition for the plan's immediate effectiveness; however, the plan ceases immediately if shareholders vote against it.
  • One special purchase right will be issued for each ordinary share outstanding as of the close of business on November 19, 2026.
  • Rights generally become exercisable only if an entity acquires 10% or more of outstanding ordinary shares in an unapproved transaction.
  • Upon triggering, non-acquiring right holders may purchase one ordinary share for $0.001 per share.
  • The Board retains the ability to exchange one ordinary share for each outstanding right after a 10% acquisition occurs, except for rights owned by the acquiring entity which become void.
  • The plan excludes dead-hand, slow-hand, or no-hand features that would limit a future Board's ability to redeem the rights.
  • The Rights Plan has a 364-day term expiring on November 8, 2027.
  • Further details will be included in a Form 6-K filed with the Securities and Exchange Commission.
  • Polyrizon is a development-stage biotech company specializing in intranasal hydrogels & nasal spray delivery systems for viral & allergen barriers.
Company
Polyrizon Ltd.
Keywords
Nasdaq:PLRZ, Polyrizon Ltd.