Polyrizon Amends 20-F, Affirms Controls Effective for 2025

TL;DR

**PLRZ fixed its 20-F/A, confirming strong internal controls for 2025, which is a green light for governance-focused investors.**

AI Summary

Polyrizon Ltd. (PLRZ) filed a Form 20-F/A on March 27, 2026, to amend its annual report for the fiscal year ended December 31, 2025. The primary purpose of this amendment was to revise management's conclusion regarding the effectiveness of the Company's disclosure controls and procedures, which were inadvertently not updated in the original March 25, 2026 filing. As of December 31, 2025, management, including the CEO and CFO, concluded that the disclosure controls and procedures were effective. Furthermore, management assessed and concluded that internal control over financial reporting was also effective as of December 31, 2025, based on the COSO 2013 framework. The company reported total audit, audit-related, and tax fees paid to Brightman Almagor Zohar & Co. of $170,154 in 2025, an increase from $135,000 in 2024, with audit fees remaining constant at $100,000 for both years. Polyrizon Ltd. operates as a foreign private issuer, electing to follow Israeli corporate governance practices over certain Nasdaq rules, such as quorum requirements and shareholder approval for equity compensation plans. The company had 1,608,266 Ordinary Shares outstanding as of December 31, 2025.

Why It Matters

This amendment clarifies Polyrizon's internal controls, a critical factor for investor confidence, especially given the initial oversight in the original filing. While the core financial results for 2025 are not altered, the affirmation of effective disclosure controls and internal control over financial reporting as of December 31, 2025, provides a clearer picture of the company's operational integrity. For employees and customers, robust controls suggest a well-managed company, potentially fostering stability. In a competitive biotech landscape, strong governance, even with foreign private issuer exemptions, can differentiate PLRZ from peers, signaling reliability to the broader market.

Risk Assessment

Risk Level: low — The risk level is low because the amendment specifically addresses an 'inadvertently not updated' item regarding disclosure controls and procedures, rather than a material financial misstatement. Management has now concluded that both disclosure controls and internal control over financial reporting were effective as of December 31, 2025, mitigating concerns about financial reporting integrity. The total fees paid to auditors increased from $135,000 in 2024 to $170,154 in 2025, indicating continued oversight.

Analyst Insight

Investors should view this 20-F/A as a positive clarification, reinforcing confidence in Polyrizon's governance and financial reporting processes. While not impacting 2025 financial results, the confirmed effectiveness of controls suggests a reduced risk of future reporting errors. Monitor future filings for consistency and any further changes in control assessments.

Key Numbers

• $170,154 — Total fees paid to auditor in 2025 (Increased from $135,000 in 2024, reflecting audit, audit-related, and tax services.)
• $100,000 — Audit fees paid in 2025 (Consistent with audit fees paid in 2024, indicating stable core audit costs.)
• 1,608,266 — Ordinary Shares outstanding (As of December 31, 2025, representing the total number of shares.)
• 2025 — Fiscal year ended (The period covered by the amended annual report.)
• 2026-03-27 — Filing date of 20-F/A (Date the amendment was filed, correcting the original March 25, 2026 filing.)

Key Players & Entities

• Polyrizon Ltd. (company) — registrant filing the 20-F/A
• Tomer Izraeli (person) — Chief Executive Officer
• Brightman Almagor Zohar & Co. (company) — principal independent registered public accounting firm
• SEC (regulator) — U.S. Securities and Exchange Commission
• Nasdaq Stock Market LLC (company) — exchange where Ordinary Shares are registered
• Yehonatan Zalman Vinokur (person) — member of Audit Committee
• Assaf Itzhaik (person) — Chair of Audit Committee
• Liat Sidi (person) — member of Audit Committee
• State of Israel (regulator) — jurisdiction of incorporation

FAQ

Industry Context

Polyrizon Ltd. operates within a sector that requires robust financial reporting and internal controls, especially given its status as a foreign private issuer. The company's adherence to frameworks like COSO and compliance with SEC regulations are critical for maintaining investor confidence and market access.

Regulatory Implications

The amendment to the 20-F filing highlights the importance of accurate and timely disclosure of control effectiveness. Management's conclusion on both disclosure controls and internal financial reporting controls being effective, based on the COSO framework, is a key compliance point for SEC registrants.

What Investors Should Do

1. Review the specific details of the amendment in the 20-F/A filing.
2. Monitor auditor fees for continued increases.
3. Assess the company's corporate governance choices.

Key Dates

• 2025-12-31: Fiscal year ended — This is the period for which the company's financial statements and disclosures are being reported and amended.
• 2026-03-25: Original 20-F filing date — The initial annual report filing for the fiscal year ended December 31, 2025.
• 2026-03-27: Filing date of 20-F/A amendment — The amended filing date, correcting an oversight in the original filing regarding disclosure controls and procedures.

Glossary

20-F/A

An amended annual report filed by foreign private issuers with the U.S. Securities and Exchange Commission (SEC). The '/A' signifies an amendment to a previously filed document. (This filing is an amendment to Polyrizon Ltd.'s annual report, indicating a correction or addition to the original filing.)

Disclosure Controls and Procedures

Processes designed to ensure that information required to be disclosed in SEC reports is recorded, processed, summarized, and disclosed within the time periods specified by SEC rules and forms. (Management's conclusion on the effectiveness of these controls was the primary reason for the 20-F/A amendment.)

Internal Control over Financial Reporting (ICFR)

A process designed by, and under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. (Management assessed and concluded that ICFR was effective as of December 31, 2025, based on the COSO 2013 framework.)

COSO 2013 framework

The Committee of Sponsoring Organizations of the Treadway Commission's 2013 Internal Control—Integrated Framework, a widely accepted standard for designing, implementing, and evaluating internal control. (This framework was used by Polyrizon's management to assess the effectiveness of its internal control over financial reporting.)

Foreign Private Issuer

A foreign entity that is not a 'foreign government' and meets certain ownership and business presence tests, allowing it to file reports with the SEC under different rules than domestic companies. (Polyrizon Ltd. operates under this status, influencing its reporting and corporate governance requirements.)

Audit Committee Financial Expert

A member of the audit committee who possesses certain attributes related to accounting and auditing, as defined by SEC rules. (The filing confirms that the members of Polyrizon's Audit Committee meet the criteria for being financially sophisticated and a financial expert.)

Year-Over-Year Comparison

The amended 20-F/A filing primarily addresses a procedural correction regarding management's conclusion on disclosure controls and procedures, which was inadvertently omitted from the original March 25, 2026 filing. While the core financial reporting and control effectiveness conclusions remain consistent with the original filing (effective ICFR based on COSO 2013), the amendment ensures full compliance. The total fees paid to the auditor saw a notable increase of approximately 26% from $135,000 in 2024 to $170,154 in 2025, driven by audit-related and tax services, while core audit fees remained stable at $100,000.

Key Financial Figures

• $464,000 — tiated a wire transfer of approximately $464,000 to an account that was not owned by the

Filing Documents

• ea0283731-20fa1_polyrizon.htm (20-F/A) — 114KB
• ea028373101ex12-1.htm (EX-12.1) — 9KB
• ea028373101ex12-2.htm (EX-12.2) — 9KB
• ea028373101ex13-1.htm (EX-13.1) — 3KB
• ea028373101ex13-2.htm (EX-13.2) — 3KB
• 0001213900-26-035204.txt ( ) — 370KB
• plrz-20251231.xsd (EX-101.SCH) — 3KB
• plrz-20251231_def.xml (EX-101.DEF) — 18KB
• plrz-20251231_lab.xml (EX-101.LAB) — 36KB
• plrz-20251231_pre.xml (EX-101.PRE) — 19KB
• ea0283731-20fa1_polyrizon_htm.xml (XML) — 7KB

DEFAULTS, DIVIDEND ARREARAGES AND

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES None.

MATERIAL

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS There are no material modifications to the rights of security holders.

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES (a) Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025, or the Evaluation Date. Based on such evaluation, those officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be included in periodic filings under the Exchange Act and that such information is accumulated and communicated to management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure. (b) Management's Annual Report on Internal Control over Financial Reporting Our management, including our CEO, and our CFO, is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act of 1934, as amended. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that: pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and asset dispositions; provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our financial statements in accordance with generally accepted accounting principles; provide reasonable assurance that receipts and expenditures are made only in accordance with authorizations of our manageme

[RESERVED]

ITEM 16. [RESERVED] Not applicable.

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT Our Audit Committee is currently comprised of Mr. Yehonatan Zalman Vinokur, Mr. Assaf Itzhaik, and Ms. Liat Sidi, and is chaired by Mr. Assaf Itzhaik. Our board of directors has determined that each of the members of the committee are financially literate and meets the independence requirements for directors, including the heightened independence standards for members of the Audit Committee under Rule 10A-3 under the Exchange Act. Our board of directors has determined that each of the members of the committee are "financially sophisticated" within the meaning of the Nasdaq Rules and a "financial expert" as defined by Rule 10A-3 under the Exchange Act.

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all of our directors and employees, including our Chief Executive Officer, Chief Financial Officer, controller or principal accounting officer, or other persons performing similar functions, which is a "code of ethics" as defined in Item 16B of Form 20-F promulgated by the SEC. The full text of our code of business conduct and ethics is available under the Governance section of our website at https://investor.polyrizon-biotech.com/ . In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq Rules concerning any amendments to, or waivers from, any provision of the code. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this Annual Report on Form 20-F.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, or Deloitte Israel, an independent registered public accounting firm, has served as our principal independent registered public accounting firm for the years ended December 31, 2025, and 2024. 3 The following table provides information regarding fees paid or to be paid by us to Brightman Almagor Zohar & Co. for the years ended December 31, 2025 and 2024: Year Ended December 31, (Dollars) 2025 2024 Audit fees (1) $ 100,000 $ 100,000 Audit-related fees (2) 50,000 35,000 Tax fees (3) 20,154 - All other fees - Total 170,154 135,000 (1) Audit fees consist of professional services provided in connection with the audit of our annual financial statements. (2) Audit-related fees in 2024 and 2025 include consents and a comfort letter. (3) Tax fees consist of fees for professional services for tax compliance, tax advice, and tax audits Pre-Approval of Auditors' Compensation Our audit committee has a pre-approval policy for the engagement of our independent registered public accounting firm to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit and non-audit services in the categories of audit services, audit-related services and tax services that may be performed by our independent registered public accounting firm. If a type of service, that is to be provided by our auditors, has not received such general pre-approval, it will require specific pre-approval by our audit committee. The policy prohibits retention of the independent registered public accounting firm to perform the prohibited non-audit functions defined in applicable SEC rules.

EXEMPTIONS FROM THE LISTING STANDARDS

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES Not applicable. ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS Not applicable.

CHANGE IN REGISTRANT'S CERTIFYING

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT Not applicable.

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE We are a "foreign private issuer", as such term is defined in Rule 405 under the Securities Act. As a foreign private issuer we are permitted to comply with Israeli corporate governance practices instead of the corporate governance rules of Nasdaq, provided that we disclose which requirements we are not following and the equivalent Israeli requirement. Corporations incorporated under the laws of the State of Israel whose shares are publicly traded, including companies with shares listed on Nasdaq, are considered public companies under Israeli law and are required to comply with various corporate governance requirement under Israeli law relating to such matters as the composition and responsibilities of the audit committee and the compensation committee (subject to certain exceptions we intend to utilize), and a requirement to have an internal auditor. These requirements are in addition to the corporate governance requirements imposed by the rules of the Nasdaq Stock Market and other applicable provisions of the U.S. securities laws to which we are subject (as a foreign private issuer). Under those rules, we may elect to follow certain corporate governance practices permitted under the Companies Law in lieu of compliance with corresponding corporate governance requirements otherwise imposed by the Nasdaq Stock Market rules for U.S. domestic issuers. 4 In accordance with Israeli law and practice and subject to the exemption set forth in Rule 5615 of the Nasdaq Stock Market rules, we have elected to follow the provisions of the Companies Law, rather than the Nasdaq Stock Market rules, with respect to the following requirements: Quorum. While the Nasdaq Stock Market rules require that the quorum for purposes of any meeting of the holders of a listed company's ordinary voting stock, as specified in the company's bylaws, be no less than 33 1/3% of the company's outstanding ordinary voting stock, under Israeli law, a company is entitled

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable.

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES We have adopted a statement of trading policies that governs the trading in our securities by our directors, officers and certain other covered persons, and which is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of the Insider Trading Policy is included as Exhibit 11.1 to this annual report. In addition, with regard to any trading in our own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements. 6

CYBERSECURITY

ITEM 16K. CYBERSECURITY Our board of directors recognizes the critical importance of maintaining the trust and confidence of our customers, clients, business partners and employees. In general, we seek to address IT general controls cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur. Risk Management and Strategy We engage a third-party provider to maintain our IT systems, and our management participates in the assessment and identification of any risks from cybersecurity threats. Our third-party provider monitors our systems and reports any issues to us. Our board of directors, together with the audit committee, are engaged in our cybersecurity monitoring managed by our third-party provider. Any issues are appropriately addressed timely. We have adopted a wire transfer verification policy designed to mitigate the risk of fraudulent payment instructions. Under this policy, we have implemented a wire transfer verification policy requiring out-of-band authentication for changes to payment instructions and are reconfirming supplier banking details while requesting bank confirmation for wire transfers. In addition a general risk assessment occurs annually, or as business needs change, and covers identification of risks that could act against the company's objectives as well as specific risks related to a compromise to the security of data. Most of the information generated and collected by us is stored and maintained by third party vendors and service providers. We believe that each of these providers has its own cybersecurity protocols to which our management believes to be adequate for protecting our files in their possession. See "Item 3.D Risk Factors—General Risk Factors—Our business and op

View Full Filing

View this 20-F/A filing on SEC EDGAR