YA II PN, Ltd. and affiliated entities report beneficial ownership of 66,625 ordinary shares of PRF Technologies Ltd., representing 9.99% of the class. The filing states 844,372 Ordinary Shares outstanding as of May 7, 2026 and describes a Standby Equity Purchase Agreement (SEPA) dated May 7, 2026 under which the issuer may sell up to $10 million of Ordinary Shares to YA II, subject to a 9.99% beneficial ownership cap. The report lists affiliated entities and individuals (including Mark Angelo) with shared voting and dispositive power over the 66,625 shares and provides the group relationship and signature attestations.
Positive
None.
Negative
None.
Insights
YA II disclosed a near-10% position and a standby equity purchase agreement.
The filing shows 66,625 shares (9.99%) beneficially owned with shared voting/dispositive power across affiliated Yorkville entities, and it cites 844,372 shares outstanding as of May 7, 2026. The SEPA authorizes purchases of up to $10 million of Ordinary Shares under stated terms and caps beneficial ownership at 9.99%.
Key dependencies include the SEPA terms and the issuer's future decisions to sell under the SEPA; cash‑flow treatment and price mechanics are not stated in the provided excerpt. Subsequent filings will disclose any actual share issuances under the SEPA.
The SEPA sets a contractual purchase commitment capped by a 9.99% ownership limit.
The agreement obligates YA II to purchase shares the issuer elects to sell up to $10 million, while prohibiting issuances that would push YA II and affiliates above 9.99% beneficial ownership. The excerpt ties specific acquisition rights (e.g., 24,384 shares referenced for some affiliates) to the SEPA.
Legal conditions and specific pricing/closing mechanics are not included here; the filing documents group affiliation and attribution of voting/dispositive powers consistent with securities reporting rules.
Key Figures
Beneficial ownership:66,625 sharesPercent of class:9.99%Shares outstanding:844,372 Ordinary Shares+2 more
5 metrics
Beneficial ownership66,625 sharesAmount beneficially owned by YA II PN and affiliates
Percent of class9.99%Percent of Ordinary Shares represented by 66,625 shares
Shares outstanding844,372 Ordinary SharesShares outstanding as reported by issuer on <date>May 7, 2026</date>
SEPA capacity$10 millionMaximum amount issuer may sell to YA II under the Standby Equity Purchase Agreement
Affiliate acquisition right (examples)24,384 sharesAdditional shares referenced for certain affiliates' right to acquire under the SEPA
"Under the SEPA, the Issuer has the option to sell up to $10 million"
Beneficially ownedregulatory
"Amount beneficially owned: 66625.00 (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 66,625.00"
Affiliate/group attributionregulatory
"each of the reporting persons is deemed an affiliate of each other reporting person"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PRF Technologies Ltd.
(Name of Issuer)
Ordinary shares, no par value per share
(Title of Class of Securities)
M77798201
(CUSIP Number)
05/07/2026
(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
66,625.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
66,625.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
66,625.00
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 910,997 Ordinary Shares ("Ordinary Shares"), consisting of 844,372 Ordinary Shares outstanding as reported by PRF Technologies Ltd. (the "Issuer") on May 7, 2026, and an additional 66,625 Ordinary Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on May 7, 2026 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $10 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
66,625.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
66,625.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
66,625.00
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 910,997 Ordinary Shares ("Ordinary Shares"), consisting of 844,372 Ordinary Shares outstanding as reported by PRF Technologies Ltd. (the "Issuer") on May 7, 2026, and an additional 24,384 Ordinary Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on May 7, 2026 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $10 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
66,625.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
66,625.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
66,625.00
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 910,997 Ordinary Shares ("Ordinary Shares"), consisting of 844,372 Ordinary Shares outstanding as reported by PRF Technologies Ltd. (the "Issuer") on May 7, 2026, and an additional 24,384 Ordinary Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on May 7, 2026 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $10 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
66,625.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
66,625.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
66,625.00
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 910,997 Ordinary Shares ("Ordinary Shares"), consisting of 844,372 Ordinary Shares outstanding as reported by PRF Technologies Ltd. (the "Issuer") on May 7, 2026, and an additional 24,384 Ordinary Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on May 7, 2026 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $10 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
66,625.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
66,625.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
66,625.00
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 910,997 Ordinary Shares ("Ordinary Shares"), consisting of 844,372 Ordinary Shares outstanding as reported by PRF Technologies Ltd. (the "Issuer") on May 7, 2026, and an additional 24,384 Ordinary Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on May 7, 2026 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $10 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
66,625.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
66,625.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
66,625.00
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 910,997 Ordinary Shares ("Ordinary Shares"), consisting of 844,372 Ordinary Shares outstanding as reported by PRF Technologies Ltd. (the "Issuer") on May 7, 2026, and an additional 24,384 Ordinary Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on May 7, 2026 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $10 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
66,625.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
66,625.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
66,625.00
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 910,997 Ordinary Shares ("Ordinary Shares"), consisting of 844,372 Ordinary Shares outstanding as reported by PRF Technologies Ltd. (the "Issuer") on May 7, 2026, and an additional 24,384 Ordinary Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on May 7, 2026 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $10 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
66,625.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
24,384.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
66,625.00
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 910,997 Ordinary Shares ("Ordinary Shares"), consisting of 844,372 Ordinary Shares outstanding as reported by PRF Technologies Ltd. (the "Issuer") on May 7, 2026, and an additional 24,384 Ordinary Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on May 7, 2026 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $10 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 Number(s):
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:
66625.00
(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:
66625.00
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
66625.00
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)(K), so indicate under Item 3(k) 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.
YA II PN and affiliates report beneficial ownership of 66,625 shares, equal to 9.99% of the class. This calculation references 844,372 Ordinary Shares outstanding as of May 7, 2026 and additional acquisition rights under the SEPA.
What is the Standby Equity Purchase Agreement mentioned in the filing for PRFX?
The SEPA dated May 7, 2026 permits the issuer to sell up to $10 million of Ordinary Shares to YA II, with YA II obligated to purchase shares the issuer elects to sell under the contract terms and conditions described.
Does the filing state how many additional shares YA II can acquire under the SEPA?
The filing references an aggregate $10 million capacity under the SEPA and cites specific acquisition rights such as 66,625 and 24,384 shares in affiliate comments; exact share issuance mechanics and pricing are not detailed in the excerpt.
Who controls the investment decisions for YA II in the PRFX filing?
The filing states that Mark Angelo makes the investment decisions on behalf of YA II. Several affiliated entities (YA Global Investments II, Yorkville Advisors entities, YAII GP entities) are identified as affiliates and may be deemed to beneficially own the same shares.
What voting and dispositive powers are reported for the 66,625 shares?
The schedule reports 0 shares of sole voting or dispositive power and 66,625 shares of shared voting power and shared dispositive power for YA II and affiliated reporting persons.
