PRF Technologies (PRFX) sets up $15M standby share facility with Yorkville

Rhea-AI Filing Summary

PRF Technologies Ltd. entered a Standby Equity Purchase Agreement with Yorkville, giving it the right to sell up to $15.0 million of ordinary shares over 36 months. Shares in each draw are priced at 97% of the lowest volume-weighted average price across three trading days.

The company will pay a 1% commitment fee, with the first installment satisfied in 20,276 shares and the rest in cash. Yorkville cannot exceed 9.99% beneficial ownership, and its purchase obligations begin only after an SEC registration statement for the commitment and advance shares is declared effective. A prior May 2026 agreement for $10.0 million was fully utilized and has terminated.

Insights

Capital markets analyst

$15M standby equity line adds flexible funding but depends on market conditions.

PRF Technologies Ltd. arranged a Standby Equity Purchase Agreement allowing sales of up to $15.0 million in ordinary shares over 36 months. Each Advance is priced at 97% of the lowest three-day VWAP, so realized proceeds will track market trading levels.

The structure includes a 1% commitment fee, partly paid in 20,276 shares and future cash installments, and a 9.99% ownership cap for Yorkville. Yorkville’s obligation is conditioned on an effective SEC registration statement for the commitment and advance shares.

The company previously raised $10.0 million by issuing 2,152,798 shares under a May 2026 standby agreement that has now terminated. Actual dilution and funding from the new facility will depend on how often PRF taps it and at what share prices.

Key Figures

Standby equity commitment: $15.0 million Pricing discount: 97% of lowest 3-day VWAP Commitment fee rate: 1.0% of $15.0 million +5 more

8 metrics

Standby equity commitment $15.0 million Maximum aggregate Advances under new Purchase Agreement

Pricing discount 97% of lowest 3-day VWAP Purchase price for Advance Shares

Commitment fee rate 1.0% of $15.0 million Fee for Yorkville’s purchase commitment

Initial commitment shares 20,276 shares First fee installment paid in shares at signing

Ownership cap 9.99% Maximum beneficial ownership by Yorkville and affiliates

Prior facility size $10.0 million May 2026 standby equity agreement now terminated

Shares issued under prior facility 2,152,798 shares Sold for $10.0 million gross proceeds

Facility term 36 months Duration following execution of Purchase Agreement

Key Terms

Standby Equity Purchase Agreement, VWAP, Regulation D, accredited investor, +2 more

6 terms

Standby Equity Purchase Agreement financial

"entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”) with YA II PN, LTD."

A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.

VWAP financial

"97% of the lowest of the three daily VWAPs during a three consecutive trading day period"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

Regulation D regulatory

"under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

accredited investor regulatory

"Yorkville has represented that it is an accredited investor, as that term is defined in Regulation D"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

beneficial ownership financial

"would result in the beneficial ownership of Yorkville and its affiliates ... to exceed 9.99%"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

registration statement regulatory

"including that a registration statement (the “Registration Statement”) be filed with the Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

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Form 6-K: How Foreign Companies Report to the SEC →

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 June 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 June 18, 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 $15.0 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 20,276 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.

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 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.

On May 7, 2026, the Company previously entered into a standby equity purchase agreement (the “May 2026 Purchase Agreement”) with Yorkville pursuant to which Yorkville committed to purchase up to $10.0 million of the Company’s ordinary shares. As of May 29, 2026, the May 2026 Purchase Agreement terminated following the Company’s issuance and sale of 2,152,798 ordinary shares for aggregate gross proceeds of $10.0 million under the May 2026 Purchase Agreement.

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.		Description
10.1		Form of Standby Equity Purchase Agreement dated June 18, 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: June 18, 2026	PRF TECHNOLOGIES LTD.
	By:	/s/ Ehud Geller
		Ehud Geller Executive Chairman of the Board

FAQ

What did PRF Technologies (PRFX) announce in this Form 6-K?

PRF Technologies entered a Standby Equity Purchase Agreement with Yorkville, allowing sales of up to $15.0 million in ordinary shares over 36 months. This arrangement provides an on-demand equity funding option, subject to conditions including an effective SEC registration statement.

How large is the new standby equity facility for PRF Technologies (PRFX)?

The new standby equity facility permits PRF Technologies to sell up to $15.0 million of ordinary shares to Yorkville. The company can draw this amount in multiple Advances over 36 months, within the agreement’s pricing, ownership cap, and registration effectiveness conditions.

At what price will Yorkville buy PRF Technologies (PRFX) shares under the agreement?

For each Advance, Yorkville will buy shares at 97% of the lowest of the three daily VWAPs over a three-day period. VWAP is the volume-weighted average trading price of PRF’s ordinary shares on Nasdaq during regular hours, as reported by Bloomberg.

What commitment fee does PRF Technologies (PRFX) owe under the Yorkville agreement?

PRF Technologies owes a 1.0% commitment fee on the $15.0 million facility. The first quarter of this fee was paid in 20,276 ordinary shares, with the remaining three installments payable in cash every three months after the first installment date.

What ownership limit applies to Yorkville in the PRF Technologies (PRFX) deal?

Yorkville is not obligated to buy shares if doing so would push its aggregated beneficial ownership above 9.99% of PRF Technologies’ outstanding ordinary shares or voting power. This cap limits Yorkville’s stake while still allowing repeated Advances within the commitment amount.

What happened to PRF Technologies’ previous May 2026 standby equity agreement?

A prior May 2026 standby equity purchase agreement with Yorkville covered up to $10.0 million. It terminated after PRF Technologies issued and sold 2,152,798 ordinary shares for aggregate gross proceeds of $10.0 million, fully utilizing that earlier commitment.

Are PRF Technologies (PRFX) shares under this agreement currently registered with the SEC?

The new arrangement requires a registration statement covering the commitment and advance shares to be filed with the SEC and declared effective. Yorkville’s obligation to purchase shares only applies after this registration statement becomes effective under the Securities Act.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 225.8 KB