On June 18, 2026, PRF Technologies Ltd. (the "Company") entered into a Standby Equity Purchase Agreement (the "Purchase Agreement") with YA II PN, LTD., a Cayman Islands exempt limited partnership ("Yorkville").
Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to Yorkville from time to time (each such occurrence, an "Advance") up to $15.0 million (the "Commitment Amount") of the Company's ordinary shares, no par value per share (the "Ordinary Shares"), during the 36 months following the execution of the Purchase Agreement, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement. At the Company's option, the Ordinary Shares would be purchased by Yorkville from time to time at a price equal to 97% of the lowest of the three daily VWAPs (as hereinafter defined) during a three consecutive trading day period commencing on the date that the Company, subject to certain limitations, delivers a notice to Yorkville that the Company is committing Yorkville to purchase such Ordinary Shares (the "Advance Shares"). The Company may also specify a certain minimum acceptable price per share in each Advance. "VWAP" means, for any trading day, the volume weighted average price of the Company's Ordinary Shares for such trading day on the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P. As consideration for Yorkville's irrevocable commitment to purchase the Company's Ordinary Shares up to the Commitment Amount, the Company agreed to pay a commitment fee equal to 1.0% of the Commitment Amount, payable in four equal installments, of which the first installment was paid in the form of 20,276 Ordinary Shares (the "Commitment Shares") on the date of execution of the Purchase Agreement and the remaining three installments shall be payable in cash every three months following the first installment until all installments have been paid.
Pursuant to the Purchase Agreement, Yorkville shall not be obligated to purchase or acquire any Ordinary Shares under the Purchase Agreement which, when aggregated with all other Ordinary Shares beneficially owned by Yorkville and its affiliates, would result in the beneficial ownership of Yorkville and its affiliates (on an aggregated basis) to exceed 9.99% of the then outstanding voting power or number of the Company's Ordinary Shares.
Yorkville's obligation to purchase the Company's Ordinary Shares pursuant to the Purchase Agreement is subject to a number of conditions, including that a registration statement (the "Registration Statement") be filed with the Securities and Exchange Commission (the "SEC"), registering the Commitment Shares issued and the Advance Shares to be issued and sold pursuant to an Advance under the Securities Act of 1933, as amended (the "Securities Act") and that the Registration Statement is declared effective by the SEC.
On May 7, 2026, the Company previously entered into a standby equity purchase agreement (the "May 2026 Purchase Agreement") with Yorkville pursuant to which Yorkville committed to purchase up to $10.0 million of the Company's ordinary shares. As of May 29, 2026, the May 2026 Purchase Agreement terminated following the Company's issuance and sale of 2,152,798 ordinary shares for aggregate gross proceeds of $10.0 million under the May 2026 Purchase Agreement.
Login to comment