SEC Form 3 filed by new insider Hershman Ronnie
$NSRX
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Nasus Pharma Ltd [ NSRX ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 909,156 | I | By Hershman Holdings, LLC(1) |
| Ordinary Shares | 429,307 | I | By Phoenix Solutions Ltd.(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Share options (right to buy)(3) | 05/06/2020 | 05/06/2030 | Ordinary Shares | 63,017 | $4.297 | D | |
| Warrants | 02/13/2026 | (4) | Ordinary Shares | 17,970 | $6.53 | I | By Hershman Holdings, LLC(4) |
| Explanation of Responses: |
| 1. Represents ordinary shares of the Issuer, no par value ("Ordinary Shares") directly held by Hershman Holdings, LLC. Dr. Ronnie Hershman, as the managing member of Hershman Holdings, LLC, may be deemed to beneficially own the Ordinary Shares owned directly by Hershman Holdings, LLC. |
| 2. Represents Ordinary Shares directly held by Phoenix Solutions Ltd. Dr. Ronnie Hershman, as a controlling shareholder of Phoenix Solutions Ltd., may be deemed to beneficially own the Ordinary Shares owned directly by Phoenix Solutions Ltd. |
| 3. The options to purchase 63,017 Ordinary Shares were granted on May 6, 2020, with 25% of the total grant vesting on May 6, 2021, and the remaining 75% vesting in equal quarterly installments of 6.25% thereafter. As of March 18, 2026, 63,017 options are vested and exercisable at an exercise price of $4.297 per share, expiring May 6, 2030. |
| 4. The warrants to purchase up to 17,970 Ordinary Shares (the "Warrants") were issued on February 13, 2026. The Warrants have an exercise price of $6.53 per share, were immediately exercisable, and will expire upon the earlier of two years from the date of issuance and 30 trading days following the Issuer's announcement of the top-line results of the Issuer's NS002 Pivotal Study. The Warrants are directly held by Hershman Holdings, LLC. Dr. Ronnie Hershman, as the managing member of Hershman Holdings, LLC, may be deemed to beneficially own the Warrants owned directly by Hershman Holdings, LLC. |
| /s/ Ronnie Hershman | 03/27/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||