Business Context and Reporting Period
This Form 6-K filing by PRF Technologies Ltd. covers the month of June 2026, specifically reporting on a corporate action dated June 18, 2026. The Company, a foreign private issuer based in Tel Aviv, Israel, entered into a new Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD. ("Yorkville").
Key Financial Metrics and Transaction Details
- Commitment Amount: $15.0 million in ordinary shares available for sale over 36 months.
- Pricing Mechanism: Shares are sold at 97% of the lowest of the three daily Volume Weighted Average Prices (VWAP) during a three consecutive trading day period.
- Commitment Fee: 1.0% of the Commitment Amount ($150,000 total).
- Fee Payment Structure: Paid in four equal installments. The first installment was paid in 20,276 Ordinary Shares ("Commitment Shares") on execution; the remaining three installments are payable in cash quarterly.
- Ownership Cap: Yorkville's obligation is limited such that its beneficial ownership does not exceed 9.99% of the Company's outstanding voting power.
- Recent Capital Raise: A prior SEPA from May 2026 ($10.0 million commitment) was fully utilized and terminated on May 29, 2026, generating $10.0 million in gross proceeds from the sale of 2,152,798 shares.
Material Changes and Prior Period Comparison
The primary material change is the establishment of a new $15.0 million liquidity facility, replacing the fully utilized $10.0 million facility from May 2026. The new agreement extends the Company's ability to raise capital on an as-needed basis for an additional 36 months. Unlike the prior agreement which was fully executed, this new agreement provides a standing option to sell shares subject to market conditions and the 9.99% ownership limitation.
Guidance, Risks, and Contingencies
- Registration Requirement: Yorkville's obligation to purchase shares is contingent upon the filing and effectiveness of a Registration Statement with the SEC for the Commitment Shares and future Advance Shares.
- Forward-Looking Statements: The filing includes standard warnings that forward-looking statements are not guaranteed and may not occur due to factors beyond the Company's control.
- Regulatory Status: The Commitment Shares were issued under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. Future shares sold under the agreement must be registered or sold under an applicable exemption.
- Financial Impact: The filing does not provide specific revenue, profit, cash flow, or margin data for the reporting period. The immediate financial impact is the issuance of 20,276 shares as a fee and the potential future dilution of up to $15.0 million in equity.
Investor Verification Checklist
- Verify the effectiveness of the Registration Statement required for future share sales under the new agreement.
- Monitor the Company's utilization of the $15.0 million facility and the timing of cash payments for the remaining commitment fee installments.
- Review the impact of the 9.99% beneficial ownership cap on the Company's ability to access the full $15.0 million commitment if the share price fluctuates significantly.
- Confirm the Company's current cash position and liquidity needs given the recent $10.0 million raise in May 2026.