Business Context and Reporting Period
This Form 6-K filing by ZOOZ Power Ltd. (ZOOZ) covers the month of September 2025. The report details the closing of a subsequent private placement and the initiation of a Bitcoin treasury reserve strategy. The company is dual-listed on the Nasdaq Capital Market and the Tel Aviv Stock Exchange (TASE).
Key Financial Metrics and Transactions
- Bitcoin Acquisition: The company completed an initial purchase of 525 Bitcoin valued at $60 million.
- Equity Offering: To date, 1,047,320 Ordinary Shares have been sold under the Original Sales Agreement.
- Underwriting Fees:
- Sales Agent Commission: 3.0% of the aggregate gross sales price.
- Qualified Independent Underwriter (QIU) Upfront Fee: $50,000 paid to Jett Capital Advisors, LLC.
- QIU Quarterly Fee: $25,000 per quarter, capped at an aggregate of $300,000.
- Revenue, Profit, and Cash Flow: The filing text does not provide specific values for revenue, net income, operating cash flow, or liquidity ratios for the period.
Material Changes
The primary material change is the amendment and restatement of the Sales Agreement with Chardan Capital Markets LLC to include Jett Capital Advisors, LLC as a co-sales agent and Qualified Independent Underwriter (QIU). Additionally, the company has fundamentally altered its capital allocation strategy by launching a Bitcoin treasury reserve, marking it as the first dual-listed company to do so.
Guidance, Outlook, and Risks
Outlook: The company has entered an "at-the-market" offering program allowing for the sale of Ordinary Shares from time to time. Management retains the right to instruct agents not to sell shares if prices fall below designated levels.
Risks and Contingencies:
- Sales Uncertainty: There is no assurance that the company will sell any shares under the new agreement, nor is there assurance regarding the price, number of shares, or timing of such sales.
- Termination: The Amended and Restated Sales Agreement may be terminated by either party.
- Market Volatility: The valuation of the Bitcoin treasury reserve is subject to cryptocurrency market fluctuations.
Investor Verification Checklist
- Verify the current market price of Bitcoin to assess the current value of the $60 million treasury reserve.
- Review the full text of the Amended and Restated Sales Agreement (Exhibit 10.1) for specific termination clauses and fee structures.
- Monitor future filings for the actual volume and pricing of shares sold under the new "at-the-market" program.
- Confirm the impact of the $50,000 upfront fee and potential quarterly fees on the company's cash position.