PRF Technologies: 5.716% holder seeks director vote

S.H.N.'s requested agenda would retain Dr. Ellen S. Baron and Augustine Lawlor while proposing removal of the other current directors and election of its nominees.

Rhea-AI Filing Summary

PRF Technologies Ltd. received a demand from shareholder S.H.N. Financial Investments Ltd. to convene a special general meeting. S.H.N. reported sole voting and dispositive power over 200,000 ordinary shares, representing 5.716% of the company’s share capital; the reported percentage is based on 3,499,144 ordinary shares outstanding as of September 2, 2026.

S.H.N. requested that the meeting agenda include proposals to remove current directors other than Dr. Ellen S. Baron and Augustine Lawlor, and to elect S.H.N.’s nominees. S.H.N. said it intends to discuss the proposals with the company’s board, management, shareholders and other interested parties, and may seek shareholder support.

Key Figures

Beneficially owned ordinary shares: 200,000 shares Percentage of outstanding share capital: 5.716% Ordinary shares outstanding: 3,499,144 shares

3 metrics

Beneficially owned ordinary shares 200,000 shares Held by S.H.N. Financial Investments Ltd.

Percentage of outstanding share capital 5.716% S.H.N. beneficial ownership

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

Key Terms

beneficially own, sole dispositive power, special general meeting, working capital, +1 more

5 terms

beneficially own regulatory

"may each be deemed to beneficially own the 200,000"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

sole dispositive power regulatory

"has the sole dispositive and sole voting power over 200,000 Ordinary Shares"

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.

special general meeting regulatory

"demanding that the Issuer convene a special general meeting"

A special general meeting is a one-off meeting of a company's shareholders called outside the regular annual meeting to decide on specific, often urgent matters—such as major transactions, changes to the company’s rules, or board appointments. It matters to investors because the votes taken can materially change ownership, strategy, or the company’s finances, making the meeting like an emergency town hall where decisions can immediately affect the value and control of their investment.

working capital financial

"acquired with the working capital of the Reporting Person"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

margin loans financial

"may, at any given time, include margin loans"

Margin loans are loans from a brokerage that let an investor borrow money using their existing stocks, bonds or cash as collateral to buy more securities. They matter because borrowing magnifies both gains and losses—like using a lever to move a heavier load—so small market moves can have outsized effects on your returns; investors also pay interest and risk a margin call, where the broker may force sales if collateral falls below required levels.

FAQ

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

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

S.H.N. reported sole voting and dispositive power over 200,000 PRF Technologies ordinary shares, representing 5.716% of the outstanding share capital.

What board changes did S.H.N. seek at PRFX?

S.H.N. demanded a special general meeting and requested that its agenda include proposals to remove current directors other than Dr. Ellen S. Baron and Augustine Lawlor, and to elect S.H.N.’s nominees.

Who controls S.H.N.'s PRFX shares?

Hadar Shamir and Nir Shamir each own 50% of S.H.N. and share voting and dispositive power over securities held by the company. They may each be deemed to beneficially own S.H.N.’s 200,000 PRF Technologies shares, though neither directly owns ordinary shares; Nir Shamir is S.H.N.’s chief executive officer.

Were S.H.N.'s recent PRFX share transactions made in the open market?

Yes. S.H.N. stated that all its transactions in PRF Technologies securities during the past 60 days were effected in the open market.

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

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Available on EDGAR 09/24/2026 - 04:16 PM Accepted by SEC EDGAR 09/24/2026 - 04:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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)

09/24/2026

(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 2.	Identity and Background
(a)	S.H.N. Financial Investments Ltd. ("S.H.N.") is an Israeli company incorporated in 2009. The address of its principal office and principal place of business is 3 Arik Einstein Street, Herzliya, Israel 4610301. Hadar Shamir and Nir Shamir each own 50% of 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. Nir Shamir serves as the Chief Executive Officer of S.H.N. The principal business address of each of Hadar Shamir and Nir Shamir is 3 Arik Einstein Street, Herzliya 4610301, Israel.
(b)	The information set forth in Item 2(a) of this Schedule 13D is hereby incorporated by reference into this Item 2(b).
(c)	The information set forth in Item 2(a) of this Schedule 13D is hereby incorporated by reference into this Item 2(c).
(d)	During the last five years, none of S.H.N., Hadar Shamir nor Nir Shamir (i) have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(e)	The information set forth in Item 2(d) of this Schedule 13D is hereby incorporated by reference into this Item 2(e).
(f)	Israel
Item 3.	Source and Amount of Funds or Other Consideration
	The Ordinary Shares reported herein were acquired with the working capital of the Reporting Person (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).
Item 4.	Purpose of Transaction
	On September 24, 2026, S.H.N. delivered a letter to the Issuer demanding that the Issuer convene a special general meeting of shareholders. In such letter, the S.H.N. requested that the agenda of the special general meeting include proposals to (i) remove the current members of the Issuer's board of directors other than Dr. Ellen S. Baron and Augustine Lawlor and (ii) elect S.H.N.'s nominees to the Issuer's board of directors. A copy of the letter is attached hereto as Exhibit 1. S.H.N. believes that changes to the composition of the Issuer's board of directors are necessary in order to enhance shareholder value and improve oversight of the Issuer's business and operations. S.H.N. intends to engage in discussions with the Issuer's board of directors, management, shareholders and other interested parties regarding the foregoing matters and may take such actions as they determine appropriate in connection therewith, including seeking shareholder support for the proposals described above.
Item 5.	Interest in Securities of the Issuer
(a)	The information included herein is based on a total of 3,499,144 Ordinary Shares of the Issuer outstanding as of September 2, 2026 (as reported in the Issuer's post-effective amendment no. 1 to the registration statement on Form F-1 filed with the Securities and Exchange Commission on September 3, 2026). S.H.N. has the sole dispositive and sole voting power over 200,000 Ordinary Shares, no par value, representing in the aggregate approximately 5.716% of the outstanding share capital of the Issuer. Hadar Shamir and Nir Shamir do not directly own any Ordinary Shares. Hadar Shamir and Nir Shamir, by virtue of each owning 50% of S.H.N., sharing voting and dispositive power over the securities held by S.H.N. and serving as control persons of S.H.N., may each be deemed to beneficially own the 200,000 directly owned by S.H.N., representing approximately 5.716% of the outstanding Ordinary Shares of the Issuer.
(b)	The information set forth in Item 5(a) of this Schedule 13D is hereby incorporated by reference into this Item 5(b).
(c)	Schedule A annexed hereto lists all transactions in securities of the Issuer during the past 60 days. All of such transactions were effected in the open market.
(d)	Except as set forth in Item 4 above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares reported herein.
(e)	N/A.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Demand to Convene Special General Meeting of the Shareholders of PRF Technologies Ltd., dated 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
Date:	09/24/2026