PRF Technologies Ltd 6-K, filed Sep 3, 2026
PRF Technologies Ltd. (PRFX)
About this 6-K
PRF Technologies Ltd filed this 6-K on September 3, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of September
Commission File Number:
(Translation of registrant’s name into English)
(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 Form 6-K, excluding the press release attached hereto as Exhibit 99.3, is incorporated by reference into the Company’s Registration Statements on Form S-8 (Registration No. 333-257968 and 333-265902) and the registrant’s Registration Statements on Form F-3 (Registration No. 333-282264, 333-254982, 333-276485, 333-277594, 333-283655 and 333-286941), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 September 3, 2026, PRF Technologies Ltd. (the “Company”) issued a press release announcing its financial results for the six months ended
| 99.1 | Unaudited Condensed Financial Statements as of June 30, 2026 |
| 99.2 | Operating and Financial Review as of June 30, 2026 and for the six months then ended |
| 99.3 | Press Release dated September 3, 2026 |
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: September 3, 2026 | PRF Technologies Ltd. | ||
| By: | /s/ Ehud Geller | ||
| Ehud Geller | |||
| Executive Chairman of the Board | |||
Exhibit 99.1
PRF TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026
U.S. DOLLARS IN THOUSANDS
UNAUDITED
INDEX
| PRF TECHNOLOGIES LTD. |
| CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) |
| U.S. dollars in thousands |
| As of June 30, |
As of December 31, |
||||||||||
| Note | 2026 | 2025 | |||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ |
$ |
|||||||||
| Restricted cash | |||||||||||
| Short-term deposits | |||||||||||
| Prepaid expenses and other current assets | 4 | ||||||||||
| Total current assets | |||||||||||
| Non-current assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Operating lease right of use asset | 6 | ||||||||||
| Property and equipment, net | |||||||||||
| Total long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and shareholders’ equity | |||||||||||
| Current liabilities: | |||||||||||
| Trade payables | $ | $ | |||||||||
| Employees and related liabilities | |||||||||||
| Operating lease liability | 6 | ||||||||||
| Accrued expenses and other | 5 | ||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities: | |||||||||||
| Provision for uncertain tax positions | |||||||||||
| Total non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Shareholders’ equity: | |||||||||||
| Ordinary shares, |
|||||||||||
| Issued and outstanding: |
|||||||||||
| Additional paid-in capital | 7 | ||||||||||
| Accumulated deficit | ( |
) | ( |
) | |||||||
| Total equity attributable to shareholders of the Company | |||||||||||
| Non-controlling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
F - 2
| PRF TECHNOLOGIES LTD. |
| CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) |
| U.S. dollars in thousands (except share and per share data) |
| For the Six Months Ended June, |
|||||||||||
| Note | 2026 | 2025 | |||||||||
| Revenues |
$ |
$ |
|||||||||
| Cost of sales (exclusive of items shown separately below) | ( |
) | |||||||||
| Selling and marketing expenses | ( |
) | |||||||||
| Amortization of intangible assets | ( |
) | ( |
) | |||||||
| Research and development expenses | ( |
) | ( |
) | |||||||
| General and administrative expenses | ( |
) | ( |
) | |||||||
| Operating loss | ( |
) | ( |
) | |||||||
| Financial income (expenses), net | 10 | ( |
) | ||||||||
| Loss before tax expenses | ( |
) | ( |
) | |||||||
| Tax expenses | 8 | ( |
) | ( |
) | ||||||
| Comprehensive loss | $ | ( |
) | $ | ( |
) | |||||
| Comprehensive loss attributable to non-controlling interests | ( |
) | |||||||||
| Comprehensive loss attributable to shareholders of the Company | ( |
) | ( |
) | |||||||
| Basic and diluted net loss per share | 9 | $ | ( |
) | $ | ( |
) | ||||
| Weighted average number of Ordinary Shares used in computing basic and diluted net loss per share (*) | |||||||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
(*) All share amounts in these unaudited condensed consolidated financial statements have been retroactively adjusted to reflect the reverse share split (Note 1c)
F - 3
| PRF TECHNOLOGIES LTD. |
| CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) |
| U.S. dollars in thousands |
|
Ordinary shares number(**) |
Additional paid-in capital |
Accumulated deficit |
The company’s shareholders’ equity |
Noncontrolling Interest |
Total equity |
|||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | ( |
) | $ | $ | ||||||||||||||||||
| Share-based compensation to employees and directors | - | |||||||||||||||||||||||
| Share and warrants issuance to BladeRanger Ltd - DeepSolar asset acquisition | ||||||||||||||||||||||||
| Issuance of Ordinary shares, net of offering costs – At-the-market | ||||||||||||||||||||||||
| Net comprehensive loss | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | ( |
) | $ | $ | $ | |||||||||||||||||
| Balance as of January 1, 2026 | $ | $ | ( |
) | $ | $ | $ | |||||||||||||||||
| Share -based compensation to employees and directors | - | |||||||||||||||||||||||
| Shares issuance from milestone pre-funded warrants exercise (Note 7) | ||||||||||||||||||||||||
| Issuance of SEPA commitment shares (Note 7) | ||||||||||||||||||||||||
| Issuance of Ordinary shares in relation to SEPA (Note 7) | ||||||||||||||||||||||||
| Net comprehensive loss | - | - | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Balance as of June 30, 2026 | $ | $ | ( |
) | $ | $ | $ | |||||||||||||||||
(*) Represents amount less than $1.
The accompanying notes are an integral part of the unaudited condensed financial statements.
(**) All share amounts in these condensed consolidated financial statements have been retroactively adjusted to reflect the reverse share split (Note 1c)
F - 4
| PRF TECHNOLOGIES LTD. |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) |
| U.S. dollars in thousands |
| For the Six Months Ended June, |
||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Consolidated Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Exchange rate differences on cash, cash equivalents and restricted cash | ( |
) | ( |
) | ||||
| Change in accrued interest on short-term deposits | ||||||||
| Net change in operating lease asset and liability | ||||||||
| Amortization of intangible assets | ||||||||
| SEPA-related financial expenses | ||||||||
| Share-based compensation to employees and directors | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( |
) | ( |
) | ||||
| Trade payables | ( |
) | ( |
) | ||||
| Employees, related liabilities and accrued expenses | ( |
) | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( |
) | ||||||
| Bridge loan | - | ( |
) | |||||
| Maturities of short-term deposits | ||||||||
| Investment in short-term deposit | ( |
) | ||||||
| Net cash used in investing activities | ( |
) | ( |
) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of Ordinary shares SEPA agreement (Note 7) | ||||||||
| Issuance costs | ( |
) | ( |
) | ||||
| Proceeds from exercise of milestone prefunded warrants (Note 7) | ||||||||
| Proceeds from issuance of Ordinary shares At-the market offering | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of Exchange rate changes on cash, cash equivalents and restricted cash | ||||||||
| Change in cash, cash equivalents and restricted cash | ( |
) | ||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | ||||||||
| Cash, cash equivalents and restricted cash at the end of the period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| As of June, | ||||||||
| 2026 | 2025 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | ||||||
| Investing and Financial activities not involving cash flow: | ||||||||
| Acquisition of technology in exchange for equity instruments | $ | $ | ||||||
| Acquisition of right-of-use assets by means of lease liabilities | $ | $ | ||||||
| Issuance of commitment shares | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
F - 5
PRF TECHNOLOGIES LTD.
U.S. dollars in thousands, except share and per share data
NOTE 1: GENERAL
PRF Technologies Ltd. (formerly PainReform Ltd.) (“the Company”) was incorporated and started business operations in November 2007. Effective January 15, 2026, the Company changed its name from PainReform Ltd. to PRF Technologies Ltd. The ticker symbol of the Company’s ordinary shares remained unchanged as PRFX, and the Company’s registration number in Israel remained unchanged. The Company is a diversified technology innovation company advancing specialty pharmaceutical therapies and AI-driven energy analytics.
| a. | Liquidity |
Since its inception, the Company has devoted substantially all its efforts to research and development, clinical trials, and capital raising activities. The Company is still in its development and clinical stage with regard to drug development and early commercialization stage with respect to its DeepSolar technology and has not yet generated significant revenues.
The Company has incurred significant losses and negative cash flows from operations and incurred losses of $
The Company expects to continue incurring losses and negative cash flows from operations until PRF-110, OcuRing™-K and the DeepSolar products reach commercial profitability, if at all.
Management’s plans include continued capital raising through the sale of additional equity securities, debt, or capital inflows from strategic partnerships. There are no assurances, however, that the Company will successfully obtain additional financing when needed. Management believes that the Company has sufficient funds to support its operations for a period of at least twelve months from the date of the issuance of these interim condensed consolidated financial statements. Until the Company achieves profitability or generates positive cash flows, it will continue to be dependent on raising additional funds to fund its operations.
These condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
| b. | The Company reports its financial results in U.S. dollars. A portion of research, development, general and administrative expenses of its Israeli operations are incurred in New Israeli Shekel (“NIS”) As a result, the Company is exposed to exchange rate risks that may materially and adversely affect its financial results. If the NIS appreciates against the U.S. dollar, or if the value of the NIS declines against the U.S. dollar at a time when the rate of inflation in the cost of Israeli goods and services exceeds the rate of decline in the relative value of the NIS, then the U.S. dollar-denominated cost of its operations in Israel would increase and its results of operations could be materially and adversely affected. |
F - 6
PRF TECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
Israeli inflation may also (in the future) outweigh the positive effect of any appreciation of the U.S. dollar relative to the NIS, if and to the extent that, it outpaces or precedes such appreciation. The Israeli rate of inflation did not have a material adverse effect on its financial condition during the six months ended June 30, 2026 and 2025, respectively. Given its general lack of currency hedging arrangements to protect it from fluctuations in the exchange rates of the NIS in relation to the U.S. dollar (and/or from inflation of such non-U.S. currencies), the Company may be exposed to material adverse effects from such movements. The Company cannot predict any future trends in the rate of inflation in Israel or the rate of devaluation (if any) of the U.S. dollar against the NIS.
| c. | Reverse Share Split: On February 6, 2026, the Company effected a 1-for-5 reverse share split of its ordinary shares. No fractional shares were issued, and fractional shares were rounded up to the nearest whole share. Proportionate adjustments were made to the exercise prices and the number of shares underlying the Company’s outstanding warrants, pre-funded warrants and share options. |
All share and per-share amounts, including basic and diluted loss per share, the number of shares underlying outstanding warrants and share options, and their respective exercise prices, presented in these unaudited condensed consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect the reverse share split for all periods presented.
NOTE 2: UNAUDITED CONDENSED FINANCIAL STATEMENTS
The unaudited condensed financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and, on the same basis as the audited financial statements included in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (the “2025 Form 20-F”).
Certain information and disclosures normally included in annual financial statements have been omitted in this interim period report pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) Because the unaudited condensed financial statements do not include all of the information and disclosures required by U.S. GAAP for annual financial statements, they should be read in conjunction with the audited financial statements and notes included in the 2025 Form 20-F.
The year-end balance sheet data were derived from the audited financial statements as of December 31, 2025, but not all disclosures required by U.S. GAAP are included.
The carrying amount of cash equivalents, restricted cash, account payables and accrued expenses approximate their fair value due to their short-term characteristics.
In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair statement of the Company’s financial position as of June 30, 2026 and its results of operations and cash flows for the six months ended June 30, 2026 and 2025 have been included. Operating results for the six months ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other interim period or for any other future year.
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies applied in the preparation of the unaudited condensed consolidated financial statements are consistent with those applied in the preparation of the Company’s most recent annual consolidated financial statements included in its Annual Report on Form 20-F, except for the accounting policy described below.
Equity Financing Arrangements
The Company evaluates its SEPA (“Standby Equity Purchase Agreement”) arrangements in accordance with ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Equity. Under the SEPA arrangements, the Company has the right, but not the obligation, to require the investor to purchase ordinary shares from time to time through the delivery of advance notices ("put right"). The number of ordinary shares to be issued and the purchase price are determined based on future market prices and therefore are not fixed at the inception of the arrangements.
Under ASC 815-40, contracts that are not indexed to the Company's own equity are classified as liabilities and recorded at fair value. As the settlement provisions under the Company's SEPA arrangements are not indexed to the Company's own equity, the SEPA arrangements are classified as a derivative instrument measured at fair value at each reporting period, with changes in fair value recognized in the statements of operations. Accordingly, the put right will be measured at fair value at each reporting period, and changes in its fair value will be recognized in the consolidated statement of operations. The Put right is measured under level 2 of the Fair Value hierarchy. The Company analyzed the terms of the freestanding put right and concluded that it has an immaterial value as of June 30, 2026.
Commitment fees and other costs incurred in connection with entering into the SEPA arrangements are recognized as financial expenses as incurred (Note 7).
As of June 30, 2026, the May 2026 SEPA agreement had terminated upon full utilization of the $
Accounting Pronouncements effective in future periods
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expense (“ASU 2024-03”) and ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 and ASU 2025-01 improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions. The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of revenue, general and administrative, and research and development). ASU 2024-03 and ASU 2025-01 are both effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the potential impact of ASU 2024-03 and ASU 2025-01 on its consolidated financial statement disclosures.
In September 2025, the FASB issued Accounting Standards Update 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 provides targeted improvements to the accounting for internal-use software costs by replacing the existing project-stage model with a principles-based approach to determine when capitalization of costs should begin. ASU 2025-06 is effective for all entities for annual reporting periods beginning after December 15, 2027 on a prospective basis, with early adoption permitted. The Company is currently evaluating the potential impact that ASU 2025-06 will have on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11 “Interim Reporting (Topic 270)” to improve the navigability of required interim disclosures, clarify when that guidance is applicable, and provide additional guidance on what disclosures should be provided in interim reporting periods. The amendments provide a comprehensive list of required interim disclosures and add a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is not intended to change the fundamental nature of interim reporting or expand or reduce current interim reporting requirements. Rather, the objective of this ASU is to provide clarity regarding current interim reporting requirements already in place. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. This ASU should be applied either prospectively or retrospectively to all prior periods presented. The Company anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.
F - 7
PRF TECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 4: PREPAID EXPENSES AND OTHER CURRENT ASSETS
|
As of June 30, |
As of December 31, |
|||||||
| 2026 | 2025 | |||||||
| Receivables from governmental authorities | $ | $ | ||||||
| Prepaid expenses and other receivables | ||||||||
| $ | $ | |||||||
NOTE 5: ACCRUED EXPENSES
|
As of June 30, |
As of December 31, |
|||||||
| 2026 | 2025 | |||||||
| Directors’ fees | $ | $ | ||||||
| Manufacturing and trials expenses | ||||||||
| Advisors and legal expenses | ||||||||
| $ | $ | |||||||
NOTE 6: RIGHT OF USE ASSETS AND LEASE LIABILITY
F - 8
PRF TECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 7: SHAREHOLDERS’ EQUITY
Ordinary shares:
On February 6, 2026, the Company effected a
On January 7, 2026 an Extraordinary Meeting of the General Shareholders of the Company was held and decided to increase the Company’s authorized share capital to
Share activity:
May 2026 SEPA – $
On May 7, 2026, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. (“Yorkville”), pursuant to which Yorkville committed to purchase up to $
The Company agreed to pay a commitment fee equal to
During May 2026, the Company fully utilized the $
June 2026 SEPA – $
On June 18, 2026, the Company entered into an additional SEPA with Yorkville, pursuant to which Yorkville committed to purchase up to $
The Company agreed to pay a commitment fee equal to
The Company may terminate the agreement upon five Trading Days’ prior written notice, provided that there are no outstanding advance notices for which shares remain to be issued and all amounts owed to Yorkville have been paid. The agreement also terminates upon the earlier of the expiration of the 36-month commitment period or full utilization of the $
As of June 30, 2026, no amounts had been drawn under the June 2026 SEPA and the full $
During the six months ended June 30, 2026, the Company recognized commitment fees and other costs associated with the SEPA arrangements of $
During the period from July 1, 2026 through the date of issuance of these financial statements, the Company sold an aggregate of
Exercise of Milestone Pre-Funded Warrants
On February 13, 2026, BladeRanger Ltd. exercised its remaining milestone pre-funded warrants, resulting in the issuance of
BladeRanger Agreement
On March 16, 2026, the Company entered into an agreement with BladeRanger Ltd., pursuant to which BladeRanger may become entitled to warrants to purchase up to
F - 9
PRF TECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 7: SHAREHOLDERS’ EQUITY (Cont.)
| a. | Warrants and Warrants units |
The following table summarizes the warrants and warrants units outstanding as of June 30, 2026:
| Type | Issuance Date |
Number of warrants |
Exercise price | Exercisable through |
| PIPE warrants | $ |
|||
| December 2023 warrants | $ |
|||
| Warrants issued to underwriters | $ |
|||
| Warrants issued to underwriters | $ |
|||
| Warrants issued to underwriters | $ |
|||
| Warrant-A issued to BladeRanger | $ |
|||
| Warrant-B issued to BladeRanger | $ |
|||
| TOTAL |
| • | Upon full dilution, the exercise of all outstanding warrants would result in the issuance of an additional |
F - 10
PRF TECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 7: SHAREHOLDERS’ EQUITY (Cont.)
| b. | Share-based compensation: |
The 2019 Plan:
Share options outstanding and exercisable to employees and directors under the 2019 Share Option Plan (the “2019 Plan”) as of June 30, 2026, were as follows:
|
Number of options |
Weighted average exercise price |
Weighted average remaining contractual life |
||||||||||
| Options outstanding as of December 31, 2025 | $ | |||||||||||
| Options granted | - | |||||||||||
| Options exercised | - | |||||||||||
| Options expired | ( |
) | ||||||||||
| Options outstanding as of June 30, 2026 | $ | |||||||||||
| Options exercisable as of June 30, 2026 | $ | |||||||||||
The following table presents the assumptions used to determine the grant-date fair value of options granted during the six months ended June 30, 2025. No options were granted during the six months ended June 30, 2026.
| 2026 | 2025 | |||||||
| Expected term (years) | ||||||||
| Risk-free interest rates | % | % | ||||||
| Volatility | % | % | ||||||
| Dividend yield | ||||||||
| Exercise price | $ | $ |
||||||
As of June 30, 2026, the unrecognized compensation cost related to
The Company recognized $
F - 11
PRF TECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 8: TAXES ON INCOME
For interim periods, the Company determines its income tax provision based on the estimated annual effective tax rate, adjusted for discrete items, as applicable. The difference between the theoretical tax benefit based on the statutory tax rate and the income tax expense recognized for the six months ended June 30, 2026 and 2025. primarily resulted from changes in the valuation allowance on tax losses and other deferred tax assets, differences resulting from the use of NIS as the measurement basis for Israeli tax purposes compared to the U.S. dollar functional currency used for financial reporting, and nontaxable or nondeductible items, including share-based payment awards.
The Company recognizes and measures uncertain tax positions in accordance with ASC 740 and recognizes interest and penalties, if any, related to unrecognized tax positions as income tax expense.
F - 12
PRF TECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 9: LOSS PER SHARE
Basic loss per share is computed on the basis of the net loss for the period divided by the weighted average number of ordinary shares and unconditional prefunded warrants during the period.
Diluted loss per share is based upon the weighted average number of ordinary shares and potential ordinary shares outstanding when dilutive. Potential ordinary shares include stock options, contingent pre-funded warrants and warrants, which are included under the treasury stock method when dilutive.
For the periods ended June 30, 2026, and 2025, all stock options, contingent pre-funded warrants and warrants have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all periods presented.
F - 13
PRF TECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 10: FINANCIAL INCOME (EXPENSES), NET
|
Six Months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Interest income | ||||||||
| Bank fees | ( |
) | ( |
) | ||||
| Exchange rate differences | ( |
) | ||||||
| SEPA-related financial expenses | ( |
) | ||||||
| Total financial income (expenses), net | $ | ( |
) | $ | ||||
NOTE 11: SEGMENT REPORTING
The Company accounts for segment reporting in accordance with ASC 280, Segment Reporting. Since March 5, 2025, following the acquisition of the solar assets, the Company has
The Company’s Chief Operating Decision Maker (“CODM”), who is the Chief Executive Officer, manages both segments on an ongoing basis and evaluates their performance and allocates resources based on the Company’s internal reporting. In assessing performance, the CODM considers quantitative and qualitative measures, including segment operating loss, quarterly cash burn, competitive benchmarking and budget-to-actual results.
The Company manages its assets on a consolidated basis rather than by segment, as many assets are shared across its activities. The CODM does not regularly review asset information by segment and, accordingly, the Company does not present segment asset information.
F - 14
PRF TECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 11: SEGMENT REPORTING (Cont.)
The following table presents information on reportable segments loss for the six months, ended 30 June 2026:
| Solar |
Clinical Development |
Total | ||||||||||
| Revenues | ( |
) | ( |
) | ||||||||
| Cost of sales (exclusive of amortization of intangible asset) | ||||||||||||
| Payroll and related Expenses | ||||||||||||
| Consulting expenses (*) | ||||||||||||
| Clinical Trial Expenses | ||||||||||||
| Other segment items (**) | ||||||||||||
| Segments Operating Loss | $ | $ | $ | |||||||||
| Reconciliation between the operating loss of the reporting segments and the total loss for the reporting periods before income tax expense is presented below: | ||||||||||||
| Financial (income) expenses, net | $ | |||||||||||
| Loss before income taxes | $ | |||||||||||
| Other segment disclosures: | ||||||||||||
| Depreciation expenses | ||||||||||||
| Amortization of intangible assets | ||||||||||||
| Stock based compensation | ||||||||||||
The following table presents information on reportable segments loss for the six months, ended 30 June 2025:
| Solar |
Clinical Development |
Total | ||||||||||
| Revenues | ||||||||||||
| Cost of sales (exclusive of amortization of intangible asset) | ||||||||||||
| Payroll and related Expenses | ||||||||||||
| Consulting expenses (*) | ||||||||||||
| Other segment items (**) | ||||||||||||
| Segments Operating Loss | $ | $ | $ | |||||||||
| Reconciliation between the operating loss of the reporting segments and the total loss for the reporting periods before income tax expense is presented below: | ||||||||||||
| Financial (income) expenses, net | $ | ( |
) | |||||||||
| Loss before income taxes | $ | |||||||||||
| Other segment disclosures: | ||||||||||||
| Depreciation expenses | ||||||||||||
| Amortization of intangible assets |
|
|||||||||||
| Stock based compensation | ||||||||||||
(*) Consulting expenses items include accounting, legal, and other consulting expenses.
(**) Other Segment items included in operating loss include Amortization of intangible asset, Share-based compensation expenses, rent and office maintenance expenses, D&O insurance expenses, depreciation expenses and other expenses.
NOTE 12: SUBSEQUENT EVENTS
Subsequent to June 30, 2026 and through the date of issuance of these unaudited condensed consolidated financial statements, the Company issued and sold an aggregate of
F - 15
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following selected financial data and discussion of our operating and financial condition and prospects in conjunction with the financial statements and the notes thereto included elsewhere in this Form 6-K. Our financial statements are prepared in accordance with U.S. GAAP, and reported in U.S. dollars. We maintain our accounting books and records in U.S. dollars and our functional currency is the U.S. dollar. Certain amounts presented herein may not sum due to rounding. Unless the context requires otherwise, references in this report to “PainReform,” the “Company,” “we,” “us” and “our” refer to PRF Technologies Ltd, an Israeli company. “NIS” means New Israeli Shekel, and “$,” “US$,” “U.S. dollars” and “USD” mean United States dollars.
Forward Looking Statements
The following discussion contains “forward-looking statements,” including statements regarding expectations, beliefs, intentions or strategies for the future. These statements may identify important factors which could cause our actual results to differ materially from those indicated by the forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to:
| • | our history of losses and needs for additional capital to fund our operations and our ability to obtain additional capital on acceptable terms, or at all; |
| • | our dependence on the success of our initial product candidate, including OcuRing™-K and the commercialization of the DeepSolar solution; |
| • | the outcomes of preclinical studies, clinical trials and other research regarding OcuRing and PRF-110; |
| • | our limited experience managing clinical trials; |
| • | our ability to retain key personnel and recruit additional employees; |
| • | our reliance on third parties for the conduct of clinical trials, product manufacturing and development; |
| • | the impact of competition and new technologies; |
| • | our ability to comply with regulatory requirements relating to the development and marketing of our product candidates; |
| • | our ability to establish and maintain strategic partnerships and other corporate collaborations; |
| • | the implementation of our business model and strategic plans for our business and product candidates; |
| • | the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and our ability to operate our business without infringing the intellectual property rights of others; |
| • | the overall global economic environment; |
| • | our ability to maintain compliance with Nasdaq’s continued listing requirements, including the minimum shareholders’ equity and minimum Market Value of Listed Securities (MVLS) requirements, and to maintain the listing of our ordinary shares on Nasdaq; |
| • | our ability to develop an active trading market for our ordinary shares and whether the market price of our ordinary shares is volatile; |
| • | statements as to the impact of the political and security situation in Israel on our business, including due to the current security situation in Israel; and |
| • | those factors referred to in “Risk Factors” as well as in our most recent Annual Report on Form 20-F, or any updates in our Reports on Form 6-K, generally. |
All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of the Form 6-K to which this discussion is attached and are expressly qualified in their entirety by the cautionary statements included herein. We undertake no obligations to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. In evaluating forward-looking statements, you should consider these risks and uncertainties.
Overview
We are a specialty pharmaceutical company focused on the reformulation of established therapeutics. Our proprietary extended-release drug-delivery system is designed to provide an extended period of post-surgical pain relief without the need for repeated dose administration while reducing the potential need for the use of opiates. In March 2025, we acquired the business operations related to an AI-driven solar analytics technology, DeepSolar. During 2025 and the first half of 2026, we continued to operate as a diversified technology platform focused on healthcare and renewable-energy analytics, including through our majority-owned subsidiary, LayerBio, Inc., which is advancing OcuRing™-K, and through DeepSolar, which is advancing AI-driven energy optimization solutions.
On May 28, 2026, we raised $10.0 million through our equity line facility, which strengthened our balance sheet and provided additional resources to support our biotechnology and AI-driven energy platforms. On June 18, 2026, we also entered into a new standby equity purchase agreement with YA II PN, LTD., pursuant to which we have the right, but not the obligation, to sell up to $15.0 million of our ordinary shares over a 36-month period, subject to the terms and conditions of such agreement. In June 2026, we entered into an additional equity line facility, pursuant to which we raised aggregate gross proceeds of approximately $447,000 through the issuance of 437,000 shares as of the date of this report. For additional information, see “Recent Developments” below.
PRF Technologies Drug Development Business
Our strategy is to incorporate generic drugs with our proprietary extended-release drug-delivery system in order to create extended release drug products and to take advantage of the 505(b)(2) regulatory pathway created by the FDA. The 505(b) (2) new drug application, or NDA, process, provides for FDA approval of a new drug based in part on data that was developed by others, including published literature references and data previously reviewed by the FDA in its approval of a separate application. PRF-110, our first product candidate, is based on the local anesthetic ropivacaine, targeting the post-operative pain relief market. PRF-110 is an oil-based, viscous, clear solution that is deposited directly into the surgical wound bed prior to closure to provide localized and extended post-operative analgesia.
DeepSolar Business
The DeepSolar technology is a cutting-edge AI-powered analytics software that optimizes the efficiency and profitability of solar energy assets. DeepSolar’s software helps solar system site owners maximize energy production and increase profitability through an AI based software that monitors and analyzes their solar assets. Its technology integrates seamlessly with supervisory control and data analytics (SCADA) systems via a centralized dashboard, offering real-time monitoring, performance analytics, and automated maintenance solutions. The DeepSolar technology extracts the data and analyzes it in real-time, while providing actionable insights that help boost productivity and enhance control through automatic tools for daily monitoring and reporting and with top-down and bottom-up operational dashboards. On March 16, 2026, we entered into an agreement with Blade Ranger Ltd., pursuant to which Blade Ranger will identify and introduce potential business prospects for collaboration with DeepSolar.
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OcuRing™-K
OcuRing™ is a bio-erodible sustained-release implant applied to the haptic of an intraocular lens (IOL) for use in cataract surgery. It is easily added to the IOL and once implanted inside the eye, OcuRing™ continuously releases medications for treatment and prevention of postoperative complications of cataract surgery.
The technology allows extended drug release from a single application, minimizing the need for patient-administered drops. Site-specific delivery maximizes local effect while reducing systemic exposure. Its biodegradable design eliminates the need for removal of the insert, and its versatile drug loading enables the delivery of a wide range of therapeutics (NSAIDs, antibiotics, steroids, anti-VEGF agents).
OcuRing™-K, the platform lead product candidate, is a patent-protected, sustained-release intraocular ring designed to deliver Ketorolac, an anti-inflammatory and analgesic drug, to be introduced intra-surgically during cataract procedures. As a bioerodible implant it offers a transformative alternative to the current standard of care, which commonly relies on frequent topical eye drops, including corticosteroids and NSAIDs.
Unlike traditional treatments, OcuRing™-K provides a single-application, fully “dropless” solution, fully in line with the surgeon’s workflow, designed to deliver controlled, localized, and extended release of non-opiate and non-steroidal agent therapy directly in the surgical site. This innovative platform eliminates patient compliance issues and reduces the need for multiple medications during the critical postoperative healing phase, addressing a major unmet need expressed by both patients and providers in the ophthalmic community.
Since our inception in November 2007, we have devoted substantially all of our efforts to organizing and planning our business, building our management and technical team, developing our proprietary product candidates, and raising capital.
We have never generated any significant revenue and have funded our business primarily through the sale of our capital share and issuance of convertible loans.
We expect to continue to incur significant expenses and increasing losses for next several years. Our net losses may fluctuate significantly from period to period, depending on the timing of our planned clinical trials and expenditures on our other research and development and commercial development activities. We expect our expenses will increase substantially over time as we:
| ● | implement our acquisition of the DeepSolar business; |
| ● | continue the ongoing and planned preclinical and clinical development of our drug candidates; |
| ● | build a portfolio of drug candidates through the acquisition or in-license of drugs, drug candidates or technologies; |
| ● | initiate preclinical studies and clinical trials for any additional drug candidates that we may pursue in the future; |
| ● | seek marketing approvals for our current and future drug candidates that successfully complete clinical trials; |
| ● | establish a sales, marketing and distribution infrastructure to commercialize any drug candidate for which we may obtain marketing approval; |
| ● | develop, maintain, expand and protect our intellectual property portfolio; |
| ● | implement operational, financial and management systems; and |
| ● | attract, hire and retain additional administrative, clinical, regulatory and scientific personnel. |
3
Recent Developments
Standby Equity Purchase Agreement with YA – May 2026
On May 7, 2026, we entered into Standby Equity Purchase Agreement, or the May 2026 SEPA, with YA, pursuant to which YA committed to purchase up to $10.0 million of our ordinary shares, or the May 2026 Commitment Amount, at our direction from time to time, subject to the restrictions and satisfaction of the conditions in the May 2026 SEPA, during the period commencing on the date of execution of the May 2026 SEPA until the earlier of (i) the 36-month anniversary of the date of execution of the May 2026 SEPA, and (ii) YA’s purchase of the total May 2026 Commitment Amount under the May 2026 SEPA.
Pursuant to the May 2026 SEPA, we also paid and agreed to pay YA (i) a structuring fee in the amount of $25,000 for structuring the transaction and conducting due-diligence under the May 2026 SEPA, which we paid in 12,192 ordinary shares on the date of execution of the Purchase Agreement and (ii) a commitment fee equal to 1.0% of the May 2026 Commitment Amount as consideration for its irrevocable commitment to purchase our ordinary shares under the May 2026 SEPA, payable in four equal installments, of which the first installment was paid in 12,192 ordinary shares on the date of execution of the May 2026 SEPA and the remaining three installments, which are payable in cash, will be paid every three months following thereafter until all installments have been paid in full.
As of May 29, 2026, the May 2026 SEPA terminated following our issuance and sale of 2,152,798 ordinary shares for aggregate gross proceeds of $10.0 million pursuant to the May 2026 SEPA.
Standby Equity Purchase Agreement with YA – June 2026
On June 18, 2026, we entered into Standby Equity Purchase Agreement, or the June 2026 SEPA, with YA, pursuant to which YA committed to purchase up to $15.0 million of our ordinary shares, or the June 2026 Commitment Amount, at our direction from time to time, subject to the restrictions and satisfaction of the conditions in the June 2026 SEPA, during the period commencing on the date of execution of the June 2026 SEPA until the earlier of (i) the 36-month anniversary of the date of execution of the June 2026 SEPA, and (ii) YA’s purchase of the total June 2026 Commitment Amount under the June 2026 SEPA.
Pursuant to the June 2026 SEPA, we also paid and agreed to pay YA a commitment fee equal to 1.0% of the June 2026 Commitment Amount as consideration for its irrevocable commitment to purchase our ordinary shares under the June 2026 SEPA, payable in four equal installments, of which the first installment was paid in 20,276 ordinary shares on the date of execution of the June 2026 SEPA and the remaining three installments, which are payable in cash, will be paid every three months following thereafter until all installments have been paid in full.
As of the date of this report, we have raised aggregate gross proceeds of approximately $447,000 through the issuance of 437,000 shares pursuant to the June 2026 SEPA.
Financial Operations Overview
Revenue
We have not generated any significant revenue and with respect to our drug development do not expect to generate any revenue unless or until we obtain regulatory approval and commercialize one or more of our current or future drug candidates. In the future, we may also seek to generate revenue from a combination of research and development payments, license fees and other upfront or milestone payments.
4
Research and Development Expenses
Research and development expenses consist primarily of costs incurred for our research activities, which include, among other things:
| ● | employee-related expenses, including salaries, benefits and stock-based compensation expense; |
| ● | fees paid to consultants for services directly related to our drug development, software development and regulatory efforts; |
| ● | expenses incurred under agreements with contract research organizations, as well as CMOs and consultants that conduct preclinical studies and clinical trials; |
| ● | costs associated with preclinical activities and drug and software development activities; and |
| ● | costs associated with technology and intellectual property licenses. |
Costs incurred in connection with research and development activities are expensed as incurred. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations or other information provided to us by our vendors.
Research and development activities are and will continue to be central to our business model. We expect our research and development expenses to increase for the foreseeable future as we advance our current and future drug candidates through preclinical studies and clinical trials. The process of conducting preclinical studies and clinical trials necessary to obtain regulatory approval is costly and time-consuming. It is difficult to determine with certainty the duration and costs of any preclinical study or clinical trial that we may conduct. The duration, costs and timing of clinical trial programs and development of our current and future drug candidates will depend on a variety of factors that include, but are not limited to, the following:
| ● | number of clinical trials required for approval and any requirement for extension trials; |
| ● | per patient trial costs; |
| ● | number of patients that participate in the clinical trials; |
| ● | number of sites included in the clinical trials; |
| ● | countries in which the clinical trial is conducted; |
| ● | length of time required to enroll eligible patients; |
| ● | potential additional safety monitoring or other studies requested by regulatory agencies; and |
| ● | efficacy and safety profile of the drug candidate. |
In addition, the probability of success for any of our current or future drug candidates will depend on numerous factors, including competition, manufacturing capability and commercial viability. We will determine which programs to pursue and how much to fund each program in response to the scientific and clinical success of each drug candidate, as well as an assessment of each drug candidate’s commercial potential.
General and Administrative Expenses
General and administrative expenses consist primarily of employee-related expenses, including salaries, benefits and share-based compensation. Other general and administrative expenses include directors’ and officers’ liability insurance premiums, costs associated with being a publicly traded company, fees associated with investor relations, professional fees for consultants, tax and legal services and facility-related costs.
We expect that general and administrative expenses will increase in the future as we expand our operating activities and incur additional costs. In addition, if our current or future drug candidates are approved for sale, we expect that we will incur expenses associated with building our commercial and distribution infrastructure.
5
Financial Income (Expenses), Net
Financial (income) expenses, net, primarily consists of interest from deposits, issuance costs of warrants, change in fair value of derivative warrant liability, losses from warrants issuing, bank management fees and commissions, exchange rate differences expenses and expenses incurred in connection with establishing our equity line facilities.
Results of Operations
The table below provides our results of operations for the six months ended June 30, 2026 and 2025.
Six Months Ended
June 30,
| ||||||||
| 2026 | 2025 | |||||||
| (US$ thousands) | ||||||||
| Statements of comprehensive loss data: | ||||||||
| Revenues | $ | 14 | $ | - | ||||
| Cost of sales | (56 | ) | - | |||||
| Selling and marketing expenses | (69 | ) | - | |||||
| Amortization of intangible assets | (456 | ) | (173 | ) | ||||
| Research and development | (806 | ) | (278 | ) | ||||
| General and administrative | (1,163 | ) | (1,913 | ) | ||||
| Total operating loss | (2,536 | ) | (2,364 | ) | ||||
| Financial income (expenses), net | (400 | ) | 52 | |||||
| Net loss before tax expenses | (2,936 | ) | (2,312 | ) | ||||
| Tax expenses | (6 | ) | (4 | ) | ||||
| Comprehensive loss | $ | (2,942 | ) | $ | (2,316 | ) | ||
| Comprehensive loss attributable to non-controlling interests | (145 | ) | - | |||||
| Comprehensive loss attributable to shareholders of the Company | $ | (2,797 | ) | $ | (2,316 | ) | ||
Research and development expenses. Research and development expenses were $0.8 million for the six months ended June 30, 2026 compared to $0.3 million for the six months ended June 30, 2025, an increase of $0.5 million. The increase was primarily due to increased activity in our solar segment, as well as increased clinical development activities at LayerBio.
General and administrative expenses. General and administrative expenses were $1.2 million for the six months ended June 30, 2026 compared to $1.9 million for the six months ended June 30, 2025. The decrease of $0.8 million in general and administrative expenses is primarily due to a decrease of consulting, legal, and share base options expenses.
Financial income, net. Financial (expenses) income, net was $(0.4) million for the six months ended June 30, 2026 compared to $0.1 million financial income, net for the six months ended June 30, 2025. The decrease of $0.5 million was primarily due to Equity line-related financing costs incurred during the current period.
Net loss. As a result of the foregoing, we incurred a net loss of $2.8 million for the six months ended June 30, 2026 compared to a net loss of $2.3 million for the six months ended June 30, 2025, an increase of $0.50 million.
Liquidity and Capital Resources
Since our inception, we have devoted substantially all of our efforts to research and development, clinical trials, and capital raising activities. We are still in our development stage with respect to our development of our product candidates and have not yet generated significant revenues. Developing drugs, conducting clinical trials and commercializing products is expensive and we will need to raise substantial additional funds to achieve our strategic objectives.
We have incurred significant losses and negative cash flows from operations since our inception. For the six months ended June 30, 2026, and 2025 we incurred losses of $2.8 million, and $2.3 million, respectively, and had negative operating cash outflows of $2.4 million, and $2.0 million for the six months ended June 30, 2026 and 2025 respectively. As of June 30, 2026, we had an accumulated deficit of approximately $64.1 million. We have funded our operations to date primarily through equity financings and, as of June 30, 2026, we had cash and cash equivalents (including short term deposits and restricted cash) of approximately $11.6 million and a positive working capital of approximately $9.5 million.
In October 2024, we entered into an At The Market Offering Agreement, or the ATM Agreement, with H.C. Wainwright & Co., LLC, as sales agent pursuant to which we may offer and sell, from time to time through the sales agent our ordinary shares up to $1.35 million. In January 2025, we increased the at-the-market equity program by an additional $4 million. During the six months ended June 30, 2026, we did not issue any shares under the ATM Agreement.
In addition, on May 7, 2026, we entered into a Standby Equity Purchase Agreement with YA II PN, LTD., pursuant to which YA II PN, LTD. committed to purchase up to $10.0 million of our ordinary shares. The agreement terminated on May 29, 2026 following the issuance and sale of 2,152,798 ordinary shares for aggregate gross proceeds of $10.0 million. Thereafter, on June 18, 2026, we entered into a new Standby Equity Purchase Agreement with YA II PN, LTD. providing for up to $15.0 million of committed equity financing. Subsequent to June 30, 2026 and up to the date of issuance of these financial statements we issued to YA II PN, LTD 437,000 ordinary shares for aggregate gross proceeds of approximately $0.5 million pursuant to the new agreement.
6
The Company expects to continue incurring losses and negative cash flows from operations until PRF-110, OcuRing™-K and the DeepSolar products reach commercial profitability, if at all. Management’s plans include continued capital raising through the sale of additional equity securities, debt, or capital inflows from strategic partnerships. There are no assurances, however, that the Company will successfully obtain additional financing when needed. Management believes that the Company has sufficient funds to support its operations for a period of at least twelve months from the date of the issuance of these interim condensed consolidated financial statements. Until the Company achieves profitability or generates positive cash flows, it will continue to be dependent on raising additional funds to fund its operations.
Our estimate as to how long we expect our funds to support our operations is based on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we currently expect. Further, changing circumstances, some of which may be beyond our control, could cause us to consume capital significantly faster than we currently anticipate, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:
| ● | the costs, timing and outcome of manufacturing clinical trial and commercial quantities of our product candidates; |
| ● | the scope, progress, results and costs of our current and future clinical trials of OcuRing™-K and potentially PRF-110 for our current targeted uses; |
| ● | the costs, timing and outcome of regulatory review of our product candidates; |
| ● | the extent to which we acquire or invest in businesses, products and technologies, including entering into or maintaining licensing or collaboration arrangements for our product candidates on favorable terms, although we currently have no commitments or agreements to complete any such transactions; |
| ● | the costs and timing of future commercialization activities, including sales, marketing, manufacturing and distribution, for any of our product candidates for which we receive marketing approval, to the extent that such sales, marketing, manufacturing and distribution are not the responsibility of any collaborator that we may have at such time; |
| ● | the cost to continue the development of the DeepSolar technology to develop a wider portfolio of solutions; |
| ● | the cost of establishing a sales, marketing, and technical support infrastructure to support the ramp up of the DeepSolar solution; |
7
| ● | the amount of revenue, if any, received from commercial sales of our product candidates, should it receive marketing approval, or from DeepSolar solution; |
| ● | the costs of preparing, filing and prosecuting patent applications, maintaining, defending and enforcing our intellectual property rights and defending intellectual property-related claims; |
| ● | our ability to establish strategic collaborations, licensing or other arrangements and the financial terms of any such agreements, including the timing and amount of any future milestone, royalty or other payments due under any such agreement; |
| ● | our headcount growth and associated costs as we expand our business operations and our research and development activities; |
| ● | the costs of operating as a public company; |
| ● | maintaining compliance with the Nasdaq continued listing requirements, including the minimum shareholders' equity requirements and the minimum Market Value of Listed Securities (MVLS); and |
| ● | the impact of the current security situation in Israel which may exacerbate the magnitude of the factors discussed above. |
We expect our expenses to increase in connection with our planned operations. Until such time, if ever, as we can generate substantial revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and/or licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest may be diluted, and the terms of these securities could include liquidation or other preferences and anti-dilution protections that could adversely affect your rights as a shareholder. In addition, debt financing, if available, would result in fixed payment obligations and may involve agreements that include restrictive covenants that limit our ability to take specific actions, such as incurring additional debt, making capital expenditures, creating liens, redeeming shares or declaring dividends, that could adversely impact our ability to conduct our business. In addition, securing financing could require a substantial amount of time and attention from our management and may divert a disproportionate amount of their attention away from day-to-day activities, which may adversely affect our management’s ability to oversee the development of our product candidate.
If we raise additional funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technology, future revenue streams or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds when needed, we may be required to delay, reduce and/or eliminate our product candidate development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
Cash Flows
The following table sets forth the major components of our statements of cash flows for the periods presented (U.S. dollars in thousands):
Six
months June 30, 2026 | Six
months June 30, 2025 | |||||||
| Net cash used in operating activities | $ | (2,434 | ) | $ | (1,982 | ) | ||
| Net cash used in investing activities | (2,002 | ) | (50 | ) | ||||
| Net cash provided by financing activities | 9,830 | 1,247 | ||||||
| Effect of Exchange rate changes on cash, cash equivalents and restricted cash | 9 | 8 | ||||||
| Increase (decrease) in cash and cash equivalents and restricted cash | 5,403 | (777 | ) | |||||
| Cash and cash equivalents and restricted cash, at the beginning of period | 3,150 | 4,271 | ||||||
| Cash and cash equivalents and restricted cash, at the end of period | $ | 8,553 | $ | 3,494 | ||||
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Net cash used in operating activities
For the six months ended June 30, 2026 and 2025, net cash used in operating activities was $2.4 million and $2.0 million, respectively. The increase is due to higher research and development expenditures and equity line-related financial costs incurred during the period.
Net cash used in investing activities
For the six months ended June 30, 2026, net cash used in investing activities was $2.0 million, compared to net cash used in investing activities of $0.1 million in the six months ended June 2025. The change was due to increased investments in short-term deposits during 2026.
Net cash provided by financing activities
For the six months ended June 30, 2026 net cash provided by financing activities was $9.8 million compared to $1.2 million as of June 30, 2025 due to proceeds received from our equity line facilities financing during the first half of 2026.
Trend Information.
We are in a development stage with regard to drug development and early commercialization stage with respect to our DeepSolar technology. It is not possible for us to predict with any degree of accuracy the outcome of our research, development, or commercialization efforts. As such, it is not possible for us to predict with any degree of accuracy any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information to not necessarily be indicative of future operating results or financial condition. However, to the extent possible, certain trends, uncertainties, demands, commitments and events are in this “Operating and Financial Review and Prospects.”
Off-Balance Sheet Arrangements.
We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
Critical Accounting Policies and Judgments and Estimates
Our statements are prepared in accordance with GAAP. Some of the accounting methods and policies used in preparing our financial statements under GAAP are based on complex and subjective assessments by our management or on estimates based on past experience and assumptions deemed realistic and reasonable based on the circumstances concerned. The actual value of our assets, liabilities and shareholders’ equity and of our accumulated deficit could differ from the value derived from these estimates if conditions change and these changes have an impact on the assumptions adopted. See Note 3 to the accompanying financial statements.
9
Risk Factors
Except as set forth below and as otherwise disclosed in our other filings made with the SEC on or prior to the date of this Form 6-K, there have been no material changes to the risk factors previously disclosed in our most recent Annual Report on Form 20-F.
If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our ordinary shares may be delisted and the price of our ordinary shares and our ability to access the capital markets could be negatively impacted.
Nasdaq has established certain standards for the continued listing of a security on the Nasdaq Capital Market. The standards for continued listing include, among other things, that the minimum bid price for the listed securities not fall below $1.00 per share for a period of 30 consecutive trading days, that we maintain a minimum of $2,500,000 in shareholders’ equity and that our Market Value of Listed Securities (“MVLS”) not fall below $5.0 million for a period of 30 consecutive trading days, as further discussed below.
We have in the past fallen out of compliance with certain continued listing standards, including the minimum bid price requirement, although we have subsequently been able to regain compliance. No assurance, however, can be given that we will continue to be in compliance with the continued listing requirements of the Nasdaq Capital Market. Failure to meet applicable Nasdaq continued listing standards could result in a delisting of our ordinary shares. A delisting of our ordinary shares from Nasdaq could materially reduce the liquidity of our ordinary shares and result in a corresponding material reduction in the price of our ordinary shares. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors and employees and fewer business development opportunities.
On July 22, 2026, the SEC approved a new Nasdaq continued listing requirement applicable to companies listed on the Nasdaq Stock Market that would require listed companies to maintain a minimum MVLS of at least $5.0 million. Under the approved rule, if a company’s MVLS remains below $5.0 million for 30 consecutive trading days, Nasdaq will issue a Staff Delisting Determination and immediately suspend trading in the company’s securities and commence delisting proceedings. Unlike many other Nasdaq continued listing standards, the rule does not provide a compliance or cure period before a delisting determination is issued. Although a company may appeal a delisting determination, the appeal generally does not stay the suspension of trading, and the company’s securities would generally trade on an over-the-counter market during the appeals process. In addition, any exception that may be granted by a Nasdaq Hearings Panel is limited. In particular, the Hearings Panel may grant an exception of up to 180 days only if the company demonstrates that it can satisfy Nasdaq’s applicable initial listing requirements, which are generally more stringent than Nasdaq’s continued listing standards. As a result, companies subject to a delisting determination under the MVLS rule may have fewer opportunities to regain compliance than under other Nasdaq continued listing requirements.
However, on July 29, 2026, the SEC notified Nasdaq that it had received notices of intention to petition for review of the approval order and, pursuant to Rule 431(e) of the SEC’s Rules of Practice, the effectiveness of the approval order was automatically stayed pending further review by the SEC. As a result, the ultimate implementation, timing and scope of the MVLS requirement remain uncertain. As of September 2, 2026, our MVLS was approximately $3.4 million, which is below the $5.0 million threshold contemplated by the rule. Accordingly, if the stay is lifted, the rule becomes effective and we are unable to satisfy the MVLS requirement, our securities would become subject to suspension and delisting from Nasdaq. Any such suspension or delisting could materially reduce the liquidity and market price of our ordinary shares, impair our ability to raise additional capital, reduce investor interest in our securities and adversely affect our business, financial condition and prospects.
10
Exhibit 99.3
PRF Technologies Provides First Half 2026 Business Update Highlighting
Significant Progress Across Healthcare and AI Energy Business
• FDA cleared the IND for OcuRing™-K, enabling a U.S. multi-center Phase II trial in cataract surgery with
patient enrollment expected in the second half of 2026
• PRF-110 matched an approved, commercially available benchmark on 72-hour analgesic activity using a
ropivacaine-only, NSAID-free formulation
• DeepSolar validated Predict™, unveiled GridFeed™ and expanded into battery storage, backed by a
substantially strengthened balance sheet
• Company ended June with approximately $11.6 million in cash, short term deposits and cash equivalents, nearly triple year-
end 2025 levels.
Tel Aviv – September 3, 2026 — PRF Technologies Ltd. (Nasdaq: PRFX) (“PRF” or the “Company”) today reported its financial results for the six months ended June 30, 2026, and provided a business update.
First Half 2026 and Recent Highlights
| • | Received FDA clearance of the Investigational New Drug (IND) application for OcuRing™-K, enabling initiation of a multi-center Phase II clinical trial in the United States in patients undergoing cataract surgery, with patient enrollment expected in the second half of 2026. |
| • | Reported that PRF-110 demonstrated sustained 72-hour analgesic activity comparable to ZYNRELEF®, an approved, commercially available extended-release benchmark, in a validated porcine post-operative pain model, using a ropivacaine-only, NSAID-free formulation. |
| • | Reported expanded results from the same head-to-head study showing slower systemic absorption, enhanced local tissue retention and sustained exposure for PRF-110, supporting its development as a single-administration, long-acting post-surgical analgesic being developed as a potential non-opioid option for the management of post-surgical pain. |
| • | Entered a commercial collaboration with Blade Ranger to pursue potential enterprise DeepSolar engagements, each with a minimum scope of 150 MW, across utility-scale solar portfolios. |
| • | Strengthened the balance sheet to approximately $11.6 million in cash, short term deposits and cash equivalents as of June 30, 2026, providing PRF with substantially greater flexibility to advance its strategic plan. |
| • | Validated DeepSolar Predict™ using real-world European utility-scale production, weather and market data across day-ahead and intraday scenarios, a key technical milestone ahead of planned commercial launch. |
| • | Expanded DeepSolar Predict™ with Battery-to-Revenue Intelligence, extending the platform's AI-driven optimization from solar generation into battery energy storage, a growing segment of global energy infrastructure investment. The platform is designed to address solar, wind and storage assets. |
| • | Unveiled GridFeed™, PRF's AI-driven platform for renewable energy trading, market participation and revenue optimization, built on the DeepSolar Predict engine. DeepSolar will showcase GridFeed at Energy Trading Week Europe 2026, September 24–25, 2026 in London, before an expected audience of more than 2,500 energy trading professionals. |
| • | Joined the NVIDIA Connect program, supporting continued development of DeepSolar's AI capabilities. |
| • | Began generating revenue from DeepSolar's commercial engagements, which include a SaaS agreement with Shikun & Binui Energy at the 71 MW Satu Mare photovoltaic site in Romania and a first commercial due diligence engagement with EDF Power Solutions Israel. |
| • | Reduced general and administrative expenses by approximately 39% year-over-year while nearly tripling research and development expenses, reflecting a shift in resources of capital from administrative overhead toward the Company's clinical and commercial programs. |
Efraim Cohen-Arazi, Interim Chief Executive Officer of PRF Technologies, commented, “The first half of 2026 delivered two important advances for the Company: a significant regulatory milestone and compelling comparative data. The FDA cleared our IND for OcuRing™-K, which enables us to advance a drop-less, single-application ocular therapy into a multi-center Phase II clinical trial in the United States, with enrollment expected in the second half of this year. Cataract surgery is one of the most commonly performed procedures in the world, and post-operative care continues to rely largely on complex eye-drop regimens with well-documented compliance challenges. We believe OcuRing™-K is designed to address that need directly.”
“In a head-to-head preclinical study, PRF-110 demonstrated 72-hour analgesic activity comparable to an approved, commercially available product, using a ropivacaine-only, NSAID-free formulation,” Mr. Cohen-Arazi continued. “Expanded results from the same study showed slower systemic absorption and enhanced retention at the surgical site. In a market where reducing reliance on opioids remains a clinical and public health priority, PRF-110 being developed as a potential non-opioid option for the management of post-surgical pain, which we believe represents a differentiated profile worth advancing.”
“In energy, DeepSolar continued to convert its technology into commercial progress,” Mr. Cohen-Arazi added. “We validated Predict using real-world European market data, extended the platform into battery storage, joined the NVIDIA Connect program, unveiled GridFeed and entered into a collaboration with Blade Ranger targeting enterprise engagements of at least 150 MW each. We are also generating revenue from commercial engagements with counterparties such as Shikun & Binui Energy and EDF Power Solutions Israel.”
“We achieved this while reducing general and administrative expenses by approximately 39% and nearly tripling our expenses in research and development, supported by a materially stronger balance sheet,” Mr. Cohen-Arazi concluded. “This reflects a deliberate reallocation of capital from administrative overhead toward the programs we believe will create long-term value. We enter the second half of 2026 with what we believe are two distinct value drivers, a Phase II clinical trial expected to begin enrolling and the financial resources to execute.”
Healthcare Business Update
PRF's healthcare portfolio advanced on two fronts during the first half of 2026, including the Company's most significant regulatory milestone to date in ophthalmology.
In April 2026, PRF and its majority-owned subsidiary LayerBio, Inc. announced that the U.S. Food and Drug Administration had cleared the Company's IND application for OcuRing™-K, enabling initiation of a Phase II clinical trial in patients undergoing cataract surgery. The Company expects to conduct a multi-center Phase II trial in the United States evaluating pain, inflammation and safety following cataract surgery, with patient enrollment expected in the second half of 2026 following trial-startup activities.
OcuRing™-K is a patent-protected, bio-erodible intraocular ring designed to deliver ketorolac through a single intraoperative application, providing sustained, localized drug release at the surgical site and potentially eliminating the need for complex post-surgical eye-drop regimens that can burden patients and contribute to inconsistent compliance. Previously reported preclinical studies and a Phase I clinical evaluation demonstrated a favorable safety profile, with no treatment-related serious adverse events observed. PRF has previously highlighted that the broader LayerBio ocular platform may support additional ophthalmic applications over time, including other NSAID, steroid, antibiotic and anti-VEGF opportunities.
On the post-operative pain side, in May 2026 the Company reported that PRF-110 demonstrated sustained 72-hour analgesic activity comparable to ZYNRELEF® (bupivacaine and meloxicam extended-release solution), an approved, commercially available extended-release product, in a head-to-head study conducted in a validated porcine post-operative pain model. Notably, PRF-110 achieved this profile using a ropivacaine-only, NSAID-free extended-release formulation. Both products reduced pain-related measures, PRF-110 maintained comparable efficacy at later timepoints, and safety and local tolerability were consistent with prior preclinical experience, with no unexpected findings.
In June 2026, PRF reported expanded results from the same study, showing slower systemic absorption, enhanced local tissue retention and sustained exposure for PRF-110. The Company believes these results further validate its proprietary extended-release delivery platform and support the continued development of PRF-110 as a single-administration, long-acting post-surgical analgesic designed to reduce reliance on opioids.
DeepSolar Business Update
DeepSolar advanced materially during the first half of 2026, progressing from initial commercial deployment toward a broader AI-driven energy optimization and trading platform.
In March 2026, PRF announced a commercial collaboration agreement with Blade Ranger intended to accelerate deployment of the DeepSolar platform across utility-scale solar portfolios. The agreement targets multiple enterprise engagements, each with a minimum scope of 150 MW, expanding DeepSolar's integration for forecasting, diagnostics and performance optimization with large operators and investors.
In July 2026, DeepSolar announced that it had successfully validated DeepSolar Predict™, its AI-driven renewable energy revenue optimization platform, using real-world European utility-scale production, weather and market data across day-ahead and intraday scenarios. Predict is designed to help renewable energy operators move beyond production monitoring and standalone forecasting to real-time revenue optimization by combining weather intelligence, AI forecasting, storage orchestration and market decision support across solar, wind and battery storage assets. The Company subsequently expanded the platform with Battery-to-Revenue Intelligence, linking storage availability, operating constraints and market conditions into decision-support workflows that inform when to store, dispatch or preserve battery capacity.
The Company also unveiled GridFeed™, an AI-driven platform for renewable energy trading, market participation and revenue optimization built on the DeepSolar Predict engine. DeepSolar will showcase GridFeed at Energy Trading Week Europe 2026, taking place September 24–25, 2026 at the Business Design Centre in London, an event expected to attract more than 2,500 energy trading professionals, where the Company plans to present to traders, asset owners, operators and balancing responsible parties, join an industry panel and hold meetings with prospective customers and partners. DeepSolar was also accepted into the NVIDIA Connect program, supporting continued development of its AI capabilities.
These developments build on a commercial base established in 2025 and early 2026, including a strategic pilot with Econergy at a 92 MW photovoltaic plant in Romania that advanced into DeepSolar's first commercial customer agreement, a SaaS agreement with Shikun & Binui Energy beginning with the 71 MW Satu Mare photovoltaic site in Romania, a first commercial due diligence engagement with EDF Power Solutions Israel through the Company's Smart TDD service, and the filing of PRF's first DeepSolar patent application covering plant-level micro-climate forecast modeling designed to improve production forecast accuracy. The Company began recognizing revenue from these commercial engagements during the first half of 2026.
PRF believes DeepSolar is positioned at the intersection of several favorable trends, including growth in utility-scale solar deployment, accelerating deployment of grid-scale battery storage, rising operational complexity across renewable-energy assets, and increasing demand for analytics-driven forecasting, trading and technical due diligence tools.
Financial Results for the Six Months Ended June 30, 2026
Research and development expenses were approximately $0.8 million for the six months ended June 30, 2026, compared to approximately $0.3 million for the six months ended June 30, 2025. The increase was primarily due to expanded activity in the Company's Solar segment together with increased clinical development activity at LayerBio, Inc.
General and administrative expenses were approximately $1.2 million for the six months ended June 30, 2026, compared to approximately $1.9 million for the six months ended June 30, 2025, a decrease of approximately $0.8 million, or 39%. The decrease was primarily due to lower consulting, legal and share-based compensation expenses.
Financial expenses, net, were approximately $0.4 million for the six months ended June 30, 2026, compared to financial income, net, of approximately $0.05 million for the six months ended June 30, 2025. The change was primarily due to costs incurred in connection with the Company's equity line facilities during the current period.
Net loss attributable to shareholders of the Company was approximately $2.8 million for the six months ended June 30, 2026, compared to approximately $2.3 million for the six months ended June 30, 2025.
As of June 30, 2026, the Company had approximately $11.6 million in cash, cash equivalents, short-term deposits and restricted cash, and positive working capital of approximately $9.5 million, compared to approximately $4.2 million in cash, cash equivalents, short-term deposits and restricted cash and positive working capital of approximately $1.9 million as of December 31, 2025. Total equity was approximately $16.5 million as of June 30, 2026, compared to approximately $9.3 million as of December 31, 2025, and total equity attributable to shareholders of the Company was approximately $15.9 million as of June 30, 2026, compared to approximately $8.5 million as of December 31, 2025. In May 2026, the Company raised $10.0 million in gross proceeds under a standby equity purchase agreement through the issuance of 2,152,798 ordinary shares.
The Company's Report on Form 6-K for the six months ended June 30, 2026, including its unaudited condensed consolidated financial statements and its operating and financial review, has been furnished to the U.S. Securities and Exchange Commission at https://www.sec.gov/ and posted on the Company's investor relations website at https://prf-tech.com/investors.
About PRF Technologies
PRF Technologies (Nasdaq: PRFX) is a company focused on the reformulation of established therapeutics, and a developer of AI-driven energy optimization technologies through its DeepSolar platform. The Company's pharmaceutical programs leverage a proprietary extended-release drug-delivery system intended to provide prolonged post-surgical pain relief while minimizing the need for repeated dosing and reducing reliance on opioids. Through DeepSolar, PRF also delivers advanced software solutions that enable both consumers and enterprises to monitor, forecast, and optimize energy consumption - particularly in solar-integrated environments. This dual business model reflects PRF's strategic commitment to applying precision technology across high-impact sectors including healthcare and sustainable energy. For more information, please visit www.prf-tech.com.
Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements about PRF's expectations, beliefs and intentions including with respect to statements related to the development, regulatory progress, clinical advancement and commercialization of OcuRing™-K and PRF-110; the initiation, timing, conduct and outcomes of planned clinical trials; the potential benefits, safety, efficacy and market opportunity of the Company's product candidates and technologies; the commercialization, customer adoption, revenue generation and growth prospects of DeepSolar and its solutions, including Predict and GridFeed; the expected benefits of strategic collaborations and partnerships; the Company's participation in industry events and resulting business opportunities; the Company's business strategy, growth initiatives and future operational plans; the sufficiency of the Company's capital resources and financial position; and the Company's future performance, prospects and opportunities. Forward-looking statements can be identified by the use of forward-looking words such as “believe”, “expect”, “intend”, “plan”, “may”, “should”, “could”, “might”, “seek”, “target”, “will”, “project”, “forecast”, “continue” or “anticipate” or their negatives or variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical matters. Preclinical results are not necessarily predictive of results in human clinical trials, and IND clearance does not guarantee that any clinical trial will be initiated, completed or successful. These forward-looking statements are based on assumptions and assessments made in light of management's experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in this press release are made as of the date of this press release, and we undertake no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of our control. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to, the following: the Company's history of losses and need for additional capital to fund its operations and its ability to obtain additional capital on acceptable terms, or at all; the Company's dependence on the success of its initial product candidates, including OcuRing™-K, and the commercialization of the DeepSolar solution; the outcomes of preclinical studies, clinical trials and other research regarding OcuRing and PRF-110; the Company's limited experience managing clinical trials; the Company's ability to retain key personnel and recruit additional employees; the Company's reliance on third parties for the conduct of clinical trials, product manufacturing and development; the impact of competition and new technologies; the Company's ability to comply with regulatory requirements relating to the development and marketing of its product candidates; the Company's ability to establish and maintain strategic partnerships and other corporate collaborations; the implementation of the Company's business model and strategic plans for its business and product candidates; the scope of protection the Company is able to establish and maintain for intellectual property rights covering its product candidates and its ability to operate its business without infringing the intellectual property rights of others; the overall global economic environment; the Company's ability to maintain compliance with Nasdaq’s continued listing requirements, including the minimum shareholders’ equity and minimum Market Value of Listed Securities (MVLS) requirements, and to maintain the listing of its ordinary shares on Nasdaq; the Company's ability to develop an active trading market for its ordinary shares and whether the market price of its ordinary shares is volatile; and the impact of the political and security situation in Israel on the Company's business, including as a result of the current security situation in Israel. More detailed information about the risks and uncertainties affecting us is contained under the heading “Risk Factors” included in the Company's most recent Annual Report on Form 20-F and in other filings that we have made and may make with the Securities and Exchange Commission in the future.
Contact:
Crescendo Communications, LLC
Tel: 212-671-1021
Email: prfx@crescendo-ir.com
Dr. Ehud Geller, Chairman
PRF Technologies Ltd.
Tel: +972-54-4236711
Email: egeller@medicavp.com