UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of May 2026
Commission File Number: 001-39481
PRF Technologies
Ltd.
(Translation of registrant’s name
into English)
65 Yigal Alon St., Tel Aviv 6744316
Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
This Form 6-K is incorporated by reference into the Company’s
Registration Statements on Form S-8 (Registration No. 333-257968 and 333-265902) and the Company’s Registration Statements on Form
F-3 (Registration No. 333-282264, 333-254982, 333-276485, 333-277594, 333-283655 and 333-286941), to be a part thereof from the date on
which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
On May 7, 2026, PRF Technologies Ltd. (the
“Company”) entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”) with YA II PN, LTD.,
a Cayman Islands exempt limited partnership (“Yorkville”).
Pursuant to the Purchase Agreement, the
Company has the right, but not the obligation, to sell to Yorkville from time to time (each such occurrence, an “Advance”)
up to $10.0 million (the “Commitment Amount”) of the Company’s ordinary shares, no par value per share (the “Ordinary
Shares”), during the 36 months following the execution of the Purchase Agreement, subject to the restrictions and satisfaction
of the conditions in the Purchase Agreement. At the Company’s option, the Ordinary Shares would be purchased by Yorkville from time
to time at a price equal to 97% of the lowest of the three daily VWAPs (as hereinafter defined) during a three consecutive trading day
period commencing on the date that the Company, subject to certain limitations, delivers a notice to Yorkville that the Company is committing
Yorkville to purchase such Ordinary Shares (the “Advance Shares”). The Company may also specify a certain minimum acceptable
price per share in each Advance. “VWAP” means, for any trading day, the volume weighted average price of the Company’s
Ordinary Shares for such trading day on the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P. As consideration
for Yorkville’s irrevocable commitment to purchase the Company’s Ordinary Shares up to the Commitment Amount, the Company
agreed to pay a commitment fee equal to 1.0% of the Commitment Amount, payable in four equal installments, of which the first installment
was paid in the form of 12,192 Ordinary Shares (the “Commitment Shares”) on the date of execution of the Purchase Agreement
and the remaining three installments shall be payable in cash every three months following the first installment until all installments
have been paid. The Company also paid a $25,000 structuring fee to Yorkville in the form of 12,192 Ordinary Shares (the “Structuring
Shares”) on the date of execution of the Purchase Agreement.
Pursuant to the Purchase Agreement, Yorkville
shall not be obligated to purchase or acquire any Ordinary Shares under the Purchase Agreement which, when aggregated with all other Ordinary
Shares beneficially owned by Yorkville and its affiliates, would result in the beneficial ownership of Yorkville and its affiliates (on
an aggregated basis) to exceed 9.99% of the then outstanding voting power or number of the Company’s Ordinary Shares.
Yorkville’s obligation to purchase
the Company’s Ordinary Shares pursuant to the Purchase Agreement is subject to a number of conditions, including that
a registration statement (the “Registration Statement”) be filed with the Securities and Exchange Commission (the “SEC”),
registering the Commitment Shares and the Structuring Shares issued and the Advance Shares to be issued and sold pursuant to an Advance
under the Securities Act of 1933, as amended (the “Securities Act”) and that the Registration Statement is declared effective
by the SEC.
This Report of Foreign Private Issuer on
Form 6-K (this “Report”) shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the
Ordinary Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
The Purchase Agreement contains customary
representations and warranties, agreements and obligations, conditions to closing and termination provisions. The representations, warranties
and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties.
The Ordinary Shares are being offered and
sold pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(a)(2) of the Securities Act and
Rule 506 of Regulation D promulgated thereunder. Yorkville has represented that it is an accredited investor, as that term is defined
in Regulation D, and has acquired and will acquire the Ordinary Shares for its own account for investment and not with a view toward the
public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities
Act. The offer and sale of the foregoing securities is being made without any form of general solicitation or advertising. The Ordinary
Shares have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Ordinary Shares may not
be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state securities laws.
The foregoing summary of the material terms
of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed
herewith as Exhibit 10.1 and incorporated by reference herein.
Warning Concerning Forward-Looking Statements
This Report contains statements which constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These
forward-looking statements are based upon the Company’s present intent, beliefs or expectations, but forward-looking statements
are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control.
For this reason, among others, you should not place undue reliance upon the Company’s forward-looking statements. Except as required
by law, the Company undertakes no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance
that may arise after the date of this Report.
Exhibit Index
| Exhibit No. |
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Description |
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| 10.1 |
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Standby Equity Purchase Agreement dated May 7, 2026, by and between PRF Technologies Ltd. and YA II PN, LTD. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 7, 2026 |
PRF TECHNOLOGIES LTD. |
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|
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By: |
/s/ Ehud Geller |
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Ehud Geller
Executive Chairman of the Board
|
