PRF Technologies Ltd美国存托凭证招股说明书（2026年6月29日版）

PROSPECTUS PRF Technologies Ltd. This prospectus relates to the offer and sale of up to 7,500,000 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 June 18, 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 $15.0 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 20,276 ordinary shares to YA as consideration for its irrevocable commitment 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.” The 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 and Our ordinary shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “PRFX.” On June 18, 2026, the lastreported sale price of our ordinary shares on Nasdaq was $1.65 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 page 5. 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 is June 29, 2026. TABLE OF CONTENTS 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 the This prospectus is an offer to sell only our ordinary shares offered hereby, but only under circumstances and injurisdictions where it is lawful to do so. The Selling Shareholder is not making an offer to sell our ordinary shares in anyjurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to Persons who come into possession of this prospectus and any applicable free writing prospectus in jurisdictionsoutside the United States are required to inform themselves about and to observe any restrictions as to this offering and thedistribution of this prospectus and any such free writing prospectus applicable to that jurisdiction. For investors outside of the United States: Neither we nor the Selling Shareholder has done anything that would permit thisoffering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in theUnited States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution We are incorporated under Israeli law and under the rules of the United States Securities and Exchange Commission, or theSEC, we are currently eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to fileperiodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are In this prospectus, “we,” “us,” “our,” the “Company,” “PRF” and “PRF Technologies” refer to PRF Technologies Ltd. and itssub