PRF Technologies Ltd美股招股说明书(2026-05-19版)

Filed pursuant to Rule 424(b)(3)Registration No. 333-295841 Up to 3,000,000 Ordinary Shares PRF Technologies Ltd. This prospectus relates to the offer and sale of up to 3,000,000 of our ordinary shares, no par value per share, by YA II PN, LTD., orYA or the Selling Shareholder, a Cayman Islands exempt limited partnership. The ordinary shares being offered by the Selling Shareholder are to be issued pursuant to the Standby Equity Purchase Agreementdated May 7, 2026 that we entered into with YA, or the Purchase Agreement. We are not selling any securities under this prospectusand will not receive any of the proceeds from the sale of our ordinary shares by the Selling Shareholder. However, we may receive upto $10.0 million in aggregate gross proceeds from sales of our ordinary shares to YA that we may make under the Purchase Agreement,from time to time during the 36 months following the execution of the Purchase Agreement, or the Advance Shares. Pursuant to thePurchase Agreement, we agreed to issue an aggerate of 12,192 ordinary shares to YA as consideration for its irrevocable commitmentto purchase our ordinary shares under the Purchase Agreement, or the Commitment Shares. We also agreed to issue an aggregate of12,192 ordinary shares to YA as a structuring fee in connection with entry into the Purchase Agreement, or the Structuring Shares. Theadditional 2,975,616 ordinary shares representing Advance Shares, that may be offered pursuant to this prospectus would be purchasedby YA from time to time pursuant to the Purchase Agreement at a price equal to 97% of the lowest of the three daily volume weightedaverage prices, or VWAPs, during a pricing period as set forth in the Purchase Agreement and would be subject to certain limitations. The Selling Shareholder may sell the ordinary shares included in this prospectus in a number of different ways and at varying prices.We provide more information about how the Selling Shareholder may sell the shares in the section entitled “Plan of Distribution.” TheSelling Shareholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, or theSecurities Act. The Selling Shareholder will pay all brokerage fees and commissions and similar expenses in connection with the offer and sale of theshares by the Selling Shareholder pursuant to this prospectus. We will pay the expenses (except brokerage fees and commissions andsimilar expenses) incurred in registering under the Securities Act the offer and sale of the shares included in this prospectus by theSelling Shareholder. See “Plan of Distribution.” Our ordinary shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “PRFX.” On May 12, 2026, the lastreported sale price of our ordinary shares on Nasdaq was $1.67 per ordinary share. We are a “foreign private issuer,” as defined under the U.S. federal securities law and are subject to reduced public company reportingrequirements. See “Prospectus Summary – Implications of Being a Foreign Private Issuer” for additional information. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page5. Neither the Securities and Exchange Commission (or the SEC), nor any state or other foreign securities commission hasapproved nor disapproved these securities or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus isMay 19, 2026.i TABLE OF CONTENTS Prospectus Summary1The Offering4Risk Factors5Special Note Regarding Forward-Looking Statements7Use of Proceeds8Capitalization9Selling Shareholder10Plan of Distribution11Description of Share Capital12Legal Matters21Experts21Expenses21Where You Can Find More Information22Incorporation by Reference22Enforcement of Civil Liabilities23 This prospectus is part of a registration statement on Form F-1 that we filed with the Securities and Exchange Commission, orthe SEC. The Selling Shareholder may, from time to time, sell the securities described in this prospectus. The Selling Shareholder may resell, from time to time, in one or more offerings, the ordinary shares offered by thisprospectus. Information about the Selling Shareholder may change over time. You should rely only on the information contained in this prospectus. We have not, and the Selling Shareholder hasnot, authorized anyone to provide you with different or additional information from that contained in this prospectus, anyamendment or supplement to this prospectus or in any free writing prospectus prepared by us or on our behalf. We take noresponsibility for, and can provide no assurance as to the reliability of, any information that others may give. Neither thedelivery of this prospectus nor the sale of our ordinary shares means that information contained in this prospectus is correctafter the date of this prospectus. This prospectus is an offer to sell only our ordinary shares offered hereby,