SEC Comment Letter 0000000000-24-010753 to Polyrizon Ltd. (PLRZ)
Polyrizon Ltd.
Date: Sept. 20, 2024 · CIK: 0001893645 · Accession: 0000000000-24-010753
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-266745
Letter
September 20, 2024 Tomer Izraeli Chief Executive Officer Polyrizon Ltd. 5 Ha-Tidhar Street Raanana, 4366507, Israel Re:Polyrizon Ltd. Amendment No. 9 to Registration Statement on Form F-1 Filed September 16, 2024 File No. 333-266745 Dear Tomer Izraeli: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our September 13, 2024 letter. Amendment No. 9 to Registration Statement on Form F-1 Exhibits 1.Please revise the fee table to calculate the filing fee for the resale shares based on the maximum offering price per share. General 2.Please revise your selling shareholder disclosures on page 138 to identify more clearly which of the selling shareholders have indicated an interest in purchasing units in the primary offering, and the percentage and amount the shareholders intend to purchase in the primary offering, if known. Please make conforming changes to your filing, including your cover page, and revise the cover page to disclose that the selling shareholders' indications of interest equate to approximately 27% of the offering, as disclosed in the revised risk factor on page 54.
September 20, 2024 Page 2 Please contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at 202-551-3494 if you have questions regarding comments on the financial statements and related matters. Please contact Abby Adams at 202-551-6902 or Katherine Bagley at 202-551-2545 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:David Huberman, Esq.
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September 20, 2024
Tomer Izraeli
Chief Executive Officer
Polyrizon Ltd.
5 Ha-Tidhar Street
Raanana, 4366507, Israel
Re:Polyrizon Ltd.
Amendment No. 9 to Registration Statement on Form F-1
Filed September 16, 2024
File No. 333-266745
Dear Tomer Izraeli:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 13, 2024 letter.
Amendment No. 9 to Registration Statement on Form F-1
Exhibits
1.Please revise the fee table to calculate the filing fee for the resale shares based on the
maximum offering price per share.
General
2.Please revise your selling shareholder disclosures on page 138 to identify more clearly
which of the selling shareholders have indicated an interest in purchasing units in the
primary offering, and the percentage and amount the shareholders intend to purchase in
the primary offering, if known. Please make conforming changes to your filing, including
your cover page, and revise the cover page to disclose that the selling shareholders'
indications of interest equate to approximately 27% of the offering, as disclosed in the
revised risk factor on page 54.
September 20, 2024
Page 2
Please contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters. Please
contact Abby Adams at 202-551-6902 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:David Huberman, Esq.