6-K

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 February 2025

Commission File Number: 001-39481

PainReform 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 Report on 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333-276485 and 333-277594), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 January 2, 2025, PainReform Ltd. (the “Company”) filed a prospectus supplement dated January 2, 2025, with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company increased the aggregate offering price of the ordinary shares that it may offer and sell pursuant to the At-the-Market Offering Agreement that the Company entered into with H.C. Wainwright & Co., LLC on October 16, 2024 to up to $4.0 million.

The offer and sale of the ordinary shares will be made pursuant to a shelf registration statement on Form F-3 and the related prospectus (File No. 333-282264) filed by the Company with the SEC on September 20, 2024, and declared effective by the SEC on October 3, 2024, as supplemented by a prospectus supplement dated October 16, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act, as further supplemented by prospectus supplement January 2, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities Act.

A copy of the opinion of Doron, Tikotzky, Kantor, Gutman, Amit, Gross & Co. relating to the offer and sale of the ordinary shares is attached as Exhibit 5.1 hereto.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 5.1

Yaron Tikotzky, Adv. (CPA)*<br> <br>Eli Doron, Adv. & Notary<br><br> <br>Ronen Kantor, Adv.<br><br> <br>Amit Gross, Adv. & Notary<br><br> <br>Giora Gutman, Adv.<br><br> <br>Rami Arie, Adv. (CPA)<br><br> <br>Rachel (Goren) Cavallero, Adv.<br><br> <br>Gil Mor, Adv. & Notary**<br><br> <br>Sharon Fishman, Adv. & Notary<br><br> <br>Efrat Hamami, Adv.<br><br> <br>Tamir Kalderon, Adv.<br><br> <br>Asaf Gershgoren, Adv. & economist<br><br> <br>Efi Ohana, Adv. & economist<br><br> <br>Asaf Hofman, Adv. & economist<br><br> <br>Moti Philip, Adv.<br><br> <br>Shai Glikman, Adv.<br><br> <br>Rotem Nissim, Adv.<br><br> <br>Hadas Garoosi, Adv.<br><br> <br>Shmulik Cohen, Adv.<br><br> <br>Izhak Lax, Adv.<br><br> <br>Amit Moshe Cohen, Adv.<br><br> <br>Shimon Gros, Adv. & Notary<br><br> <br>Shahar Noah, Adv. (Tax advisor)<br><br> <br>Igal Rosenberg, Adv.<br><br> <br>Ori Perel, Adv.<br><br> <br>Shai Pnini, Adv.<br><br> <br>Sandrine Dray, Adv. Mediator & Notary***<br><br> <br>Nahi Hamud, Adv.<br><br> <br>Yair Messalem, Adv.<br><br> <br>Maayan Peled, Adv.<br><br> <br>Liav Menachem, Adv. Notary & Mediator<br><br> <br>Israel Asraf, Adv. & Notary<br><br> <br>Gali Ganoni, Adv.<br><br> <br>Odelia Cohen-Schondorf, Adv.<br><br> <br>Yana Shapiro Orbach, Adv.<br><br> <br>Roy Galis, Adv.<br><br> <br>Oren Geni, Adv.<br><br> <br>Moran Ovadia, Adv.<br><br> <br>Sonny Knaz, Adv.<br><br> <br>Bat-El Ovadia, Adv.<br><br> <br>Aharon Eitan, Adv.<br><br> <br>Rania Elime, Adv.<br><br> <br>Haim Pesenzon, Adv.<br><br> <br>Shaike Rakovsky, Adv.<br><br> <br>Ronit Rabinovich, Adv.<br><br> <br>Iris Borcom, Adv.<br><br> <br>Omri Alter, Adv.<br><br> <br>Shira Ben dov levi, Adv.<br><br> <br>Inbal Naim, Adv.<br><br> <br>Yonatan Gamarnik, Adv.<br><br> <br>Ben Mugraby, Adv.<br><br> <br>Shirli Shlezinger, Adv.<br><br> <br>Michael Misul , Adv.<br><br> <br>Jacob Bayarsky, Adv. & economist<br><br> <br>Matan Hemo, Adv.<br><br> <br>Tamir Shenhav, Adv.<br><br> <br>Adi Ben yair- Yosef, Adv<br><br> <br>Moshe Zoaretz, Adv.<br><br> <br>Nina Aharonov, Adv.<br><br> <br>Rozit kabudi Doron, Adv.<br><br> <br>Doron Pesso, Adv.<br><br> <br>Adi Barnes-Ovdat, Adv.<br><br> <br>Omri Yacov, Adv.<br><br> <br>Noy Keren, Adv.<br><br> <br>Liat Ingber, Adv.<br><br> <br>Lipaz Elimelch-Karni, Adv.<br><br> <br>Eli Hirsch, Adv.<br><br> <br>Maayan Gadalov,Adv.<br><br> <br>Dov Alter, Adv.<br><br> <br>Monica kevorkian karawani, Adv.<br><br> <br>Shahaf Zuker, Adv.<br><br> <br>Alexey Kvaktoun, Adv.<br><br> <br>Elinor Yaakobi, Adv.<br><br> <br>Dor Elkrif; Adv.<br><br> <br>Netanel Rozenberg, Adv.<br><br> <br>Gil Friedman, Adv.<br><br> <br>Hadar Raz, Adv.<br><br> <br>Ilia Parkhomyuk, Adv.<br><br> <br>Dana Hofman, Adv.<br><br> <br>shirly Lipovetsky, Adv.<br><br> <br>Yamit Halperin, Adv.<br><br> <br>Moran Alezra, Adv.<br><br> <br>Elinor Palma, Adv.<br><br> <br>Lidor Amar, Adv.<br><br> <br>Tali Kadosh, Adv.<br><br> <br>Rami Zoabi, Adv.<br><br> <br>Michelle Zohar-Peer, Adv.<br><br> <br>Barak Harari, Adv.<br><br> <br>Ayala Meidan-Greenshpan, Adv.<br><br> <br>Coral Opal, Adv.<br><br> <br>Eden Eliad, Adv.<br><br> <br><br><br> <br>Eli Kulas. Adv. Notary & Mediator – Of Counsel<br><br> <br>Eli Chenchinski, Adv. -  Of Counsel<br><br> <br>Yaacov Wagner, Senior judge (retired), Adv.- L.L.M, Mediator & Arbitrator-  Of Counsel<br><br> <br>Jan Robinsohn, M.Jur. Adv. & Notary - Of Counsel<br><br> <br>****<br><br> <br>Giora Amir (1928-2020)<br><br> <br><br><br> <br>* Member of the New York State Bar<br><br> <br>** Member of the Law Society in<br><br> <br>England & Wales<br><br> <br>*** Accredited by the consulate of France<br><br> <br>**** Honorary Consul Of The Republic	<br><br> <br><br><br> <br>Bnei Brak, February 26, 2025<br><br> <br><br><br> <br>To: PainReform Ltd.<br><br> <br>65 Yigal Alon Street.<br><br> <br>Tel Aviv 6744316Israel<br><br> <br><br><br> <br>Ladies and Gentlemen,<br><br> <br><br><br> <br>We have acted as Israeli counsel to PainReform Ltd. (the “Company”), a company<br> organized under the laws of the State of Israel in connection with the offer, issuance and sale, from time to time, of up to additional $2,650,000 ordinary shares of no par value of the Company (the “Ordinary<br> Shares” and such Ordinary Shares to be offered, the “Offered Shares”) pursuant to the At The Market Offering Agreement dated October 15, 2024 (the “Sales<br> Agreement”) as detailed in the Prospectus Supplement (to the Prospectus, as defined below) filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission (the “Commission”),<br> on January 2, 2025. The Offering is being effected pursuant to a Registration Statement on Form F-3 (File No. 333-282264) (the “Registration Statement”), filed by the Company with the Commission<br> on September 20, 2024 and declared effective on October 3, 2024, the prospectus, contained therein and, forming a part thereof (the “Prospectus”) (the “Offering”).<br><br> <br><br><br> <br>This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of<br> Regulation S-K under the Securities Act, in connection with the filing of the Registration Statement.<br><br> <br><br><br> <br>In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to<br> our satisfaction, of: (i) the Registration Statement; (ii) the Prospectus; (iii) the Sales Agreement; (iv) the articles of association of the Company, as currently in effect (the “Articles”);<br> (v) resolutions of the board of directors (the “Board”) of the Company which have heretofore been approved and relate to the Registration Statement, the Prospectus and other actions to be taken<br> in connection with the Offering; and (vi) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers of the Company as we have deemed<br> relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.<br><br> <br><br><br> <br>In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the<br> authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter<br> documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.<br><br> <br><br><br> <br>Based upon and subject to the foregoing, we are of the opinion that, assuming that prior to the issuance and sale of<br> any of Offered Shares under the Sales Agreement, the price, number of Offered Shares and certain other terms of issuance with respect to any specific placement notice delivered under the Sales Agreement will be authorized and approved<br> by the Board or a pricing committee of the Board in accordance with Israeli law, all corporate proceedings necessary for the authorization, issuance and delivery of the Offered Shares shall have been taken upon issuance pursuant to<br> the terms of the Sales Agreement against payment of the consideration set forth in the Sales Agreement and in accordance with resolutions of the Board related to the Offering, the Offered Shares will be validly issued, fully paid and<br> non-assessable and, are not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company pursuant to the Company’s currently effective Articles, Israeli law or the documents<br> governed by the laws of the State of Israel.<br><br> <br><br><br> <br>With respect to our opinion as to the Offered Shares, we have assumed that, at the time of issuance and sale and to<br> the extent any such issuance would exceed the maximum share capital of the Company currently authorized, the number of Ordinary Shares that the Company is authorized to issue shall have been increased in accordance with the Articles<br> such that a sufficient number of Ordinary Shares are authorized and available for issuance under the Articles.<br><br> <br><br><br> <br>Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws<br> of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.<br><br> <br><br><br> <br>We consent to the filing of this opinion as an exhibit to the Registration Statement (as an exhibit to a Report of<br> Foreign Private Issuer on Form 6-K that is incorporated by reference in the Registration Statement) and to the reference to our firm appearing under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not<br> thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Commission promulgated thereunder or Item 509 of the Commission’s Regulation<br> S-K under the Securities Act.<br><br> <br><br><br> <br>This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts,<br> circumstances, events or developments that may be brought to our attention after the date of the Prospectus that may alter, affect or modify the opinions expressed herein.<br><br> <br><br><br> <br>Sincerely,<br><br> <br>/s/ Doron, Tikotzky, Kantor, Gutman, Amit Gross & Co<br><br> <br>Advocates & Notaries
mail@dtkgg.com<br><br> <br>www.dtkgg.com	Haifa & Northern: 7 Palyam Blvd. Haifa,<br> <br>(Phoenix House) 7th Floor, 3309510<br><br> <br>Tel. +972-4-8147500	Fax 972-4-8555976<br><br> <br>Banking & Collection, 6th Floor<br><br> <br>Tel. 972-4-8353700	Fax 972-4-8702477<br><br> <br>Romania: 7 Franklin, 1st District,<br> Bucharest<br><br> <br>Cyprus: 9 Zenonos Kitieos St., 2406 Engomi, Nicosia	Central: B.S.R. Tower 4, 33th Floor,<br> <br>7 metsada St. Bnei Brak, 5126112<br><br> <br>Tel. 972-3-6109100	Fax +972-3-6127449<br><br> <br>Tel. 972-3-6133371	Fax +972-3-6133372<br><br> <br>Tel. 972-3-7940700	Fax +972-3-7467470<br><br> <br>Tel. 972-3-6114455	Fax +972-3-6131170<br><br> <br>Austria: Wildpretmarkt 2-4	Mezzanin , A-1010 ,<br> Vienna
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