PRF Technologies Ltd. SEC Filings

PRF Technologies Ltd. registers 3,000,000 ordinary shares for resale by YA II PN, LTD., consisting of 12,192 Commitment Shares, 12,192 Structuring Shares and 2,975,616 Advance Shares under a Standby Equity Purchase Agreement dated May 7, 2026.

The Company is not selling shares directly under this prospectus; YA may resell the registered shares. The Company may, at its election during the 36-month Commitment Period, sell up to $10.0 million of additional Advance Shares to YA at 97% of the lowest of three daily VWAPs during the applicable Pricing Period. The Purchase Agreement contains a 9.99% beneficial ownership limit, a $25,000 structuring fee paid in shares and a 1.0% commitment fee (first installment paid in Commitment Shares).

PRF Technologies Ltd. filed a Form F-1 resale prospectus registering up to 3,000,000 ordinary shares for resale by YA II PN, LTD. The registration covers 12,192 Commitment Shares, 12,192 Structuring Shares and up to 2,975,616 Advance Shares issuable under a Standby Equity Purchase Agreement that may permit the company to raise up to $10.0 million during a 36-month commitment period.

The shares being registered are for resale by the selling shareholder; the company states it will not receive proceeds from resale, although it may sell Advance Shares to YA at 97% of a three-day VWAP. The prospectus discloses potential substantial dilution and an Ownership Limitation of 9.99% applicable to YA.

YA II PN, Ltd. and affiliated entities report beneficial ownership of 66,625 ordinary shares of PRF Technologies Ltd., representing 9.99% of the class. The filing states 844,372 Ordinary Shares outstanding as of May 7, 2026 and describes a Standby Equity Purchase Agreement (SEPA) dated May 7, 2026 under which the issuer may sell up to $10 million of Ordinary Shares to YA II, subject to a 9.99% beneficial ownership cap. The report lists affiliated entities and individuals (including Mark Angelo) with shared voting and dispositive power over the 66,625 shares and provides the group relationship and signature attestations.

PRF Technologies Ltd. entered into a Standby Equity Purchase Agreement with Yorkville, giving the company the right, but not the obligation, to sell up to $10.0 million of ordinary shares over 36 months. Shares sold under each advance will be priced at 97% of the lowest of three consecutive daily VWAPs, with the company able to set a minimum price.

As consideration, PRF Technologies agreed to a 1.0% commitment fee, paid partly in 12,192 ordinary shares and partly in cash over three installments, plus a $25,000 structuring fee paid in 12,192 shares. Yorkville cannot exceed 9.99% beneficial ownership, and its purchase obligation depends on SEC effectiveness of a registration statement covering the commitment, structuring and advance shares.

PRF Technologies Ltd. reported that the U.S. Food and Drug Administration has cleared its Investigational New Drug application for OcuRing™-K, allowing the company to begin a Phase II clinical trial in patients undergoing cataract surgery.

OcuRing™-K is a patent-protected, bio-erodible intraocular ring designed to deliver ketorolac through a single application during surgery, aiming to provide sustained local drug release and reduce reliance on post-operative eye drops for pain and inflammation. PRF expects to start a multi-center Phase II trial in the United States, with patient enrollment planned for the second half of 2026, and views the broader LayerBio ocular platform as a potential source of additional ophthalmic drug-delivery products.

PRF Technologies reported a major strategic and financial shift for the year ended December 31, 2025. The company cut its net loss to approximately $4.8 million from about $14.6 million in 2024, driven largely by lower clinical trial spending as research and development expenses fell to roughly $1.1 million from $11.7 million. General and administrative expenses were about $3.0 million in both years. As of December 31, 2025, PRF held approximately $4.1 million in cash, cash equivalents, short-term deposits and restricted cash, with positive working capital of about $1.9 million, supported by at-the-market issuances generating around $4.0 million in gross proceeds.

Strategically, PRF strengthened its healthcare platform through a majority investment in LayerBio and advancement of the OcuRing™-K ocular drug-delivery program toward a planned Phase II IND, following preclinical and Phase I data showing a favorable safety profile with no treatment-related serious adverse events. In parallel, the DeepSolar business moved from acquisition to initial commercial deployment, including a pilot with Econergy at a 92 MW Romanian photovoltaic plant that converted into a commercial agreement, a SaaS engagement with Shikun & Binui Energy for the 71 MW Satu Mare site, and a due diligence engagement with EDF Power Solutions Israel, alongside new product launches and its first DeepSolar-related patent application.

PRF Technologies Ltd. files its annual report on Form 20-F describing a very early-stage, loss-making business with substantial doubt about its ability to continue as a going concern. As of December 31, 2025, it held $4.1 million in cash and cash equivalents and had an accumulated deficit of $61.3 million, after three straight years of annual losses of approximately $4.8 million, $14.6 million and $9.3 million. The company has never generated significant revenues, depends on the development and approval of drug candidates such as OcuRing™-K and PRF-110, and is only beginning to commercialize its DeepSolar AI solar analytics business. Management notes it will need substantial additional funding through equity, debt or strategic transactions and that failure to raise capital could force it to scale back or cease operations, which could severely impair shareholder value. The report also details multiple reverse share splits through February 2026 and extensive risk factors across drug development, regulation, AI and solar markets, and intellectual property.

PRF Technologies Ltd. filed a Form 3 for Chief Operating Officer Aviel Sigal, detailing existing employee stock option holdings over a total of 3,759 underlying ordinary shares. These options were granted under the 2019 PainReform Option Plan and are subject to Israeli Section 102 trustee arrangements.

Several grants are already fully vested, with grant dates on September 5, 2019, November 23, 2022, and October 10, 2024. A grant covering 3,000 underlying shares dated February 20, 2025 has 750 options vested at appointment, with the remaining 2,250 scheduled to vest in equal quarterly installments beginning on May 20, 2026, until fully vested on the three-year anniversary of the grant date, contingent on continued service.

PRF Technologies Ltd. director Ellen S. Baron filed an initial ownership report showing she holds employee stock options over 50 Ordinary Shares at a 5,400.0000 exercise price, expiring on February 23, 2031, and 183 options at a 30.0000 exercise price, expiring on July 18, 2034.

The 2021 grant is fully vested. For the 2024 grant, 160 options were vested at appointment, and 23 will vest in two quarterly installments on April 18, 2026 and July 18, 2026, subject to her continued service.