YA II PN, Ltd. filed an amended Schedule 13G disclosing beneficial ownership interest in 20,276 ordinary shares of PRF Technologies Ltd., representing 9.99% of the class based on 3,021,554 ordinary shares outstanding as of June 18, 2026. The amendment describes a Standby Equity Purchase Agreement (SEPA) entered into on June 18, 2026 under which the issuer may sell up to $15 million of ordinary shares to YA II, subject to an ownership cap that prevents YA II and its affiliates from exceeding 9.99% of then-outstanding ordinary shares.
Positive
None.
Negative
None.
Insights
Amendment clarifies ownership and a standby purchase commitment with a 9.99% cap.
The filing lists 20,276 shares beneficially owned by YA II PN, Ltd., equal to 9.99% of the class on an outstanding base of 3,021,554 shares as of June 18, 2026. It also describes a $15 million SEPA giving the issuer an option to sell shares to YA II under defined terms.
Key dependencies are the SEPA conditions and the 9.99% ownership limitation; cash‑flow treatment and pricing mechanics for SEPA purchases are not detailed in the excerpt. Subsequent filings or company disclosures would show any actual share issuances under the SEPA.
Key Figures
Beneficially owned shares:20,276 sharesOwnership percentage:9.99%Shares outstanding (base):3,021,554 shares+2 more
5 metrics
Beneficially owned shares20,276 sharesAmount reported for YA II PN, Ltd. in Item 4
Ownership percentage9.99%Percent of class reported in Item 4
Shares outstanding (base)3,021,554 sharesOutstanding ordinary shares as reported by issuer on June 18, 2026
Standby Equity Purchase Agreement capacity$15 millionMaximum amount issuer may sell to YA II under SEPA entered June 18, 2026
Shared voting/dispositive power (repeated entries)333,105 sharesShared voting and dispositive power value shown for several reporting persons in the excerpt
"Under the SEPA, the Issuer has the option to sell up to $15 million of Ordinary Shares"
beneficially ownedfinancial
"Amount beneficially owned: 20,276 (b) Percent of class: 9.99 %"
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.
shared dispositive powerregulatory
"Shared Dispositive Power 333,105.00"
affiliate / deemed affiliateregulatory
"each of the reporting persons is deemed an affiliate of each other reporting person"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
PRF Technologies Ltd.
(Name of Issuer)
Ordinary shares, no par value per share
(Title of Class of Securities)
M77798201
(CUSIP Number)
06/18/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
M77798201
1
Names of Reporting Persons
YA II PN, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
333,105.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
333,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
333,105.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 3,334,383 Ordinary Shares ("Ordinary Shares"), consisting of 3,021,554 Ordinary Shares outstanding as reported by PRF Technologies Ltd. (the "Issuer") on June 18, 2026, and an additional 312,829 Ordinary Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on June 18, 2026 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $15 million of Ordinary Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling Ordinary Shares to YA II to the extent that it would cause the aggregate number of Ordinary Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding Ordinary Shares of the Issuer.
SCHEDULE 13G
CUSIP Number(s):
M77798201
1
Names of Reporting Persons
YA Global Investments II (U.S.), LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
333,105.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
333,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
333,105.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 12,000,000 Ordinary Shares, consisting of 3,021,554 Ordinary Shares outstanding as reported by Issuer on June 18, 2026, and an additional 20,276 Ordinary Shares that the reporting person has the right to acquire pursuant to the SEPA entered into on June 18, 2026 by YA II with the Issuer. Under the SEPA, the Issuer has the option to sell up to $15 million of Ordinary Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling Ordinary Shares to YA II to the extent that it would cause the aggregate number of Ordinary Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding Ordinary Shares of the Issuer.
SCHEDULE 13G
CUSIP Number(s):
M77798201
1
Names of Reporting Persons
Yorkville Advisors Global, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
333,105.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
333,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
333,105.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 12,000,000 Ordinary Shares, consisting of 3,021,554 Ordinary Shares outstanding as reported by Issuer on June 18, 2026, and an additional 20,276 Ordinary Shares that the reporting person has the right to acquire pursuant to the SEPA entered into on June 18, 2026 by YA II with the Issuer. Under the SEPA, the Issuer has the option to sell up to $15 million of Ordinary Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling Ordinary Shares to YA II to the extent that it would cause the aggregate number of Ordinary Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding Ordinary Shares of the Issuer.
SCHEDULE 13G
CUSIP Number(s):
M77798201
1
Names of Reporting Persons
Yorkville Advisors Global II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
333,105.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
333,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
333,105.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 12,000,000 Ordinary Shares, consisting of 3,021,554 Ordinary Shares outstanding as reported by Issuer on June 18, 2026, and an additional 20,276 Ordinary Shares that the reporting person has the right to acquire pursuant to the SEPA entered into on June 18, 2026 by YA II with the Issuer. Under the SEPA, the Issuer has the option to sell up to $15 million of Ordinary Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling Ordinary Shares to YA II to the extent that it would cause the aggregate number of Ordinary Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding Ordinary Shares of the Issuer.
SCHEDULE 13G
CUSIP Number(s):
M77798201
1
Names of Reporting Persons
YAII GP, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
333,105.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
333,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
333,105.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 12,000,000 Ordinary Shares, consisting of 3,021,554 Ordinary Shares outstanding as reported by Issuer on June 18, 2026, and an additional 20,276 Ordinary Shares that the reporting person has the right to acquire pursuant to the SEPA entered into on June 18, 2026 by YA II with the Issuer. Under the SEPA, the Issuer has the option to sell up to $15 million of Ordinary Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling Ordinary Shares to YA II to the extent that it would cause the aggregate number of Ordinary Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding Ordinary Shares of the Issuer.
SCHEDULE 13G
CUSIP Number(s):
M77798201
1
Names of Reporting Persons
YAII GP II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
333,105.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
333,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
333,105.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 12,000,000 Ordinary Shares, consisting of 3,021,554 Ordinary Shares outstanding as reported by Issuer on June 18, 2026, and an additional 20,276 Ordinary Shares that the reporting person has the right to acquire pursuant to the SEPA entered into on June 18, 2026 by YA II with the Issuer. Under the SEPA, the Issuer has the option to sell up to $15 million of Ordinary Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling Ordinary Shares to YA II to the extent that it would cause the aggregate number of Ordinary Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding Ordinary Shares of the Issuer.
SCHEDULE 13G
CUSIP Number(s):
M77798201
1
Names of Reporting Persons
Mark Angelo
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
333,105.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
333,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
333,105.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 12,000,000 Ordinary Shares, consisting of 3,021,554 Ordinary Shares outstanding as reported by Issuer on June 18, 2026, and an additional 20,276 Ordinary Shares that the reporting person has the right to acquire pursuant to the SEPA entered into on June 18, 2026 by YA II with the Issuer. Under the SEPA, the Issuer has the option to sell up to $15 million of Ordinary Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling Ordinary Shares to YA II to the extent that it would cause the aggregate number of Ordinary Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding Ordinary Shares of the Issuer.
SCHEDULE 13G
CUSIP Number(s):
M77798201
1
Names of Reporting Persons
SC-Sigma Global Partners, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
333,105.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
333,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
333,105.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 12,000,000 Ordinary Shares, consisting of 3,021,554 Ordinary Shares outstanding as reported by Issuer on June 18, 2026, and an additional 20,276 Ordinary Shares that the reporting person has the right to acquire pursuant to the SEPA entered into on June 18, 2026 by YA II with the Issuer. Under the SEPA, the Issuer has the option to sell up to $15 million of Ordinary Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling Ordinary Shares to YA II to the extent that it would cause the aggregate number of Ordinary Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding Ordinary Shares of the Issuer.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
PRF Technologies Ltd.
(b)
Address of issuer's principal executive offices:
Round Tower 30th Floor, 132 Menachem Begin Rd, Tel Aviv, Israel 6701101
Item 2.
(a)
Name of person filing:
YA II PN, Ltd.
(b)
Address or principal business office or, if none, residence:
1012 Springfield Ave., Mountainside, NJ 07092
(c)
Citizenship:
Cayman Islands
(d)
Title of class of securities:
Ordinary shares, no par value per share
(e)
CUSIP No.:
M77798201
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
20,276
(b)
Percent of class:
9.99 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
20,276
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
20,276
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
YA II is beneficially owned by YA Global Investments II (U.S.), LP (the "YA Feeder"). Yorkville Advisors Global, LP (the "YA Advisor") is the investment manager to YA II. Yorkville Advisors Global II, LLC (the "YA Advisor GP") is the general partner to the YA Advisor. YAII GP, LP (the "YA GP") is the general partner to the YA Feeder. YAII GP II, LLC (the "Yorkville GP") is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of ADSs.
YAII GP, LP is the general partner of SC-Sigma Global Partners, LP ("SC-Sigma"), which is an investor in YA II. YAII GP II, LLC is the general partner of YAII GP, LP. The YA Advisor is the investment manager to SC-Sigma. Accordingly, SC-Sigma, the YA GP, the Yorkville GP, the YA Advisor, and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of ADSs.
For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
What stake does YA II PN, Ltd. report in PRF Technologies (PRFX)?
YA II PN, Ltd. reports beneficial ownership of 20,276 ordinary shares, representing 9.99% of the class. This percentage is calculated using 3,021,554 ordinary shares outstanding as of June 18, 2026, as stated in the filing.
What is the Standby Equity Purchase Agreement (SEPA) disclosed in the filing?
The filing describes a SEPA dated June 18, 2026 under which the issuer may sell up to $15 million of ordinary shares to YA II. The SEPA obligates YA II to purchase shares under specified terms and conditions in the agreement.
Does the SEPA allow YA II to exceed 9.99% ownership?
No. The SEPA includes a restriction that prohibits issuing or selling shares to YA II to the extent such sales would cause YA II and its affiliates to exceed 9.99% of then-outstanding ordinary shares, per the filing language.
Who else is reported as part of the affiliated group with YA II?
The filing lists affiliates including YA Global Investments II (U.S.), Yorkville Advisors Global, YAII GP, LP, YAII GP II, LLC, SC-Sigma Global Partners, and Mark Angelo as making investment decisions or being deemed affiliates.
How was the 9.99% ownership percentage calculated in the filing?
The filing states the percentage is based on 3,021,554 ordinary shares outstanding as reported by the issuer on June 18, 2026 and the 20,276 shares beneficially owned (including rights to acquire under the SEPA where applicable), yielding 9.99%.
