PRF Technologies: S.H.N. reports 5.716% stake

The 5.716% ownership figure is based on 3,499,144 ordinary shares outstanding as of September 2, 2026.

Available on EDGAR 11/03/2026 - 04:01 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:01 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

For PRF Technologies Ltd., S.H.N. Financial Investments Ltd. reports beneficial ownership of 200,000 ordinary shares, equal to 5.716% of the class. S.H.N. reports sole voting and dispositive power over those shares.

The percentage is based on 3,499,144 ordinary shares outstanding as of September 2, 2026. S.H.N.'s control persons, Hadar Shamir and Nir Shamir, each own 50% of the entity. S.H.N., Hadar Shamir and Nir Shamir reported no transactions in the issuer's securities since September 24, 2026.

Filing Explained

If granted, the requested order would restrict securities issuance and additional director appointments until a shareholder meeting.

Amendment No. 1 reports that S.H.N. filed a petition in Tel Aviv District Court on November 2, 2026, after PRF rejected its demand for a special shareholder meeting. It asks the court to order a meeting to vote on the demand-letter proposals—or at least the proposed removal of directors—and, until the meeting, to restrict actions outside the ordinary course, including securities issuance and appointing additional directors.

PRF rejected the demand on the stated ground that Regulation 7B requires at least a 10% holding; S.H.N. argues that the articles give holders of at least 5% of voting rights the right to demand a meeting.

Key Figures

Beneficial ownership: 200,000 ordinary shares Ownership percentage: 5.716% Ordinary shares outstanding: 3,499,144 ordinary shares +1 more

4 metrics

Beneficial ownership 200,000 ordinary shares Held by S.H.N. Financial Investments Ltd.

Ownership percentage 5.716% Percentage of the class beneficially owned by S.H.N. Financial Investments Ltd.

Ordinary shares outstanding 3,499,144 ordinary shares As of September 2, 2026

Ownership of S.H.N. Financial Investments Ltd. 50% each Hadar Shamir and Nir Shamir each own 50%

Key Terms

Beneficially Owned, Sole Voting Power, Sole Dispositive Power

3 terms

Beneficially Owned regulatory

"Aggregate amount beneficially owned by each reporting person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power regulatory

"Sole Voting Power 200,000.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power regulatory

"Sole Dispositive Power 200,000.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PRFX shares does S.H.N. Financial Investments Ltd. beneficially own?

S.H.N. Financial Investments Ltd. reports beneficial ownership of 200,000 ordinary shares, representing 5.716% of the class. It reports sole voting and dispositive power over those shares.

Who controls S.H.N. Financial Investments Ltd.?

Hadar Shamir and Nir Shamir are identified as S.H.N.'s control persons, and each owns 50% of the entity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

PRF Technologies Ltd.

(Name of Issuer)

Ordinary shares, no par value

(Title of Class of Securities)

M77798201

(CUSIP Number)

Hadar Shamir
S.H.N. Financial Investments Ltd., 3 Arik Einstein Street
Herzliya, L3, 4610301
000-000-0000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): M77798201

1

Name of reporting person

S.H.N. Financial Investments Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 200,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 200,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

200,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.716 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Hadar Shamir and Nir Shamir each own 50% of S.H.N. Financial Investments Ltd. ("S.H.N."), have shared voting and dispositive power over the securities held by S.H.N., and are the control persons of S.H.N. (2) Based on a total of 3,499,144 ordinary shares outstanding as of September 2, 2026 (based on Post-Effective Amendment No. 1 to Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission on September 3, 2026).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary shares, no par value
(b)	Name of Issuer: PRF Technologies Ltd.
(c)	Address of Issuer's Principal Executive Offices: 65 Yigal Alon Street, Tel Aviv, ISRAEL , 6744316.
Item 1 Comment: The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D previously filed by the undersigned on September 24, 2026. This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as provided herein, each Item of the Schedule 13D remains unchanged. This Amendment No. 1 is being filed to report that, on November 2, 2026, S.H.N. filed a petition with the District Court of Tel Aviv (Economic Division), as described in Item 4.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof: By letters dated October 7, 2026 and October 18, 2026, the Issuer rejected the demand set forth in S.H.N.'s letter to the Issuer dated September 24, 2026 (the "Demand Letter"), asserting, among other things, that under Regulation 7B of the Companies Regulations (Relief for Companies with Securities Listed for Trading on a Stock Exchange Outside of Israel), 5760-2000 (the "Relief Regulations"), such a demand requires a holding of at least 10%. S.H.N. disputes this position because, in its view, the Relief Regulations do not override Article 19(a)(2) of the Issuer's Articles of Association, which entitles holders of at least 5% of the voting rights to demand a special general meeting and has not been amended. Accordingly, on November 2, 2026, S.H.N. filed a petition with the District Court of Tel Aviv (Economic Division) (the "Court") pursuant to Section 65 of the Israeli Companies Law, 5759-1999 (the "Petition"). The Petition seeks an order (i) directing the Issuer to convene a special general meeting to vote on the proposals set forth in the Demand Letter, or, alternatively, at least on the proposed removal of directors, with the Court determining how any resulting vacancies are to be filled; (ii) restricting the Issuer, until such meeting, from taking actions outside the ordinary course of business, including issuing securities (such as under its agreement with YA II PN, Ltd.), and from appointing additional directors; and (iii) requiring the Issuer to pay S.H.N.'s expenses in connection with the Petition, including attorneys' fees.
Item 5.	Interest in Securities of the Issuer
(c)	Part (c) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: There have been no transactions in the securities of the Issuer by S.H.N., Hadar Shamir or Nir Shamir since the filing of the Schedule 13D on September 24, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

S.H.N. Financial Investments Ltd.

Signature:	/s/ Hadar Shamir
Name/Title:	Hadar Shamir, Director
Date:	11/03/2026