Sec Form 3 Filing - Hershman Ronnie @ Nasus Pharma Ltd - 2026-03-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hershman Ronnie
2. Issuer Name and Ticker or Trading Symbol
Nasus Pharma Ltd [ NSRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
P.O. BOX 284
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2026
(Street)
TEL-AVIV-YAFO6100201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 909,156 I By Hershman Holdings, LLC ( 1 )
Ordinary Shares 429,307 I By Phoenix Solutions Ltd. ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Share options (right to buy) ( 3 ) $ 4.297 05/06/2020 05/06/2030 Ordinary Shares 63,017 D
Warrants $ 6.53 02/13/2026 ( 4 ) Ordinary Shares 17,970 I By Hershman Holdings, LLC ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hershman Ronnie
P.O. BOX 284
TEL-AVIV-YAFO6100201
X
Signatures
/s/ Ronnie Hershman 03/27/2026
Signature of Reporting Person Date
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.

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 4(b)(v).
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