UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number: 001-39481
PainReform Ltd.
(Exact Name of Registrant as Specified in Its Charter)
65 Yigal Alon St., Tel Aviv 6744316
Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
DeepSolar Acquisition
On March 5, 2025, PainReform Ltd. (the “Company”) announced the closing of its previously reported acquisition of 100% of the business activity of DeepSolar, an AI-driven solar analytics platform,
from BladeRanger Ltd, a public company registered under the laws of the State of Israel (“BLRN”) whose shares are listed for trading on Tel Aviv Stock Exchange under the ticker “BLRN”.
As a result of the acquisition, the Company issued to BLRN 178,769 ordinary shares of the Company, representing 9.9% of the Company’s issued and outstanding share capital (after such issuance) and
223,792 pre-funded warrants to purchase 223,792 ordinary shares. After the increase of the Company’s share capital at its shareholders meeting scheduled for April 3, 2025, the Company will issue the remaining securities to BLRN, which include (1)
685,004 pre-funded milestone warrants to purchase 685,004 ordinary shares, (2) 1,087,565 warrants-A to purchase 1,087,565 ordinary shares, and (3) 1,087,565 warrants-B to purchase 1,087,565 ordinary shares. In addition, certain employees of BLRN
entered into employment agreements with the Company.
BLRN may not exercise any of the pre-funded warrants, pre-funded mile warrants, warrants-A or warrants-B held by it (or any assignee or transferee of BLRN), if, following such exercise, BLRN
(including any assignee or transferee) holds ordinary shares of the Company which exceed 9.99% of the issued and outstanding share capital of the Company.
From ninety (90) days following the date of closing of the acquisition, the Company may not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any ordinary
shares or ordinary share equivalents or (ii) file a registration statement or any amendment or supplement thereto, other than as contemplated pursuant to the Agreement.
This Report on Form 6-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These
forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s
control. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to
reflect any event or circumstance that may arise after the date of this this Report on Form 6-K.
The information in this Report on Form 6-K, including in Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act,
except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
On March 5, 2025, the Company issued a press release entitled “PainReform Completes Strategic Acquisition of DeepSolar, Unlocking New Growth Opportunities in AI-Driven Solar Analytics.” A copy of
the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PAIN REFORM LTD.
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Date: March 5, 2025
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By:
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/s/ Ehud Geller
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Ehud Geller
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Executive Chairman of the Board and Interim Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
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Description
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PainReform Completes Strategic Acquisition of DeepSolar, Unlocking New Growth
Opportunities in AI-Driven Solar Analytics
Acquisition Positions PainReform as a Potential Leader in High-Growth, High-Margin AI Solar
Energy Management While Continuing Its Core Focus on Pharmaceutical Innovation
Tel Aviv, Israel – March 5, 2025 – PainReform Ltd. (Nasdaq: PRFX) ("PainReform" or the "Company"), a clinical-stage specialty pharmaceutical company focused on the reformulation of established therapeutics, today announced the successful closing of its previously announced acquisition of 100%
of the business activity of DeepSolar, an AI-driven solar analytics platform, from BladeRanger Ltd, a public company registered under the laws of the State of Israel, whose shares are listed for trading on Tel Aviv Stock Exchange under the ticker
“BLRN”. This acquisition marks an important milestone for PainReform as it expands into a high-growth sector with significant revenue potential, leveraging DeepSolar’s proprietary AI-driven solutions to optimize solar energy asset management.
The acquisition solidifies PainReform’s entry into the rapidly expanding clean energy sector, where DeepSolar’s software optimizes solar farm efficiency and profitability. With the transaction now
complete, PainReform aims to broaden DeepSolar’s customer base, as well as increase penetration within existing customers, targeting major utility-scale solar operators, independent power producers, and residential solar users.
DeepSolar provides a cutting-edge AI analytics platform that enhances energy production while reducing operational inefficiencies. The platform seamlessly integrates with SCADA systems to provide
monitoring, predictive maintenance, and actionable insights, reducing costs and boosting profitability for solar asset owners.
PainReform expects DeepSolar to contribute long-term value by:
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Generating Recurring Revenue Streams: DeepSolar’s Software-as-a-Service (SaaS) model is designed to provide a steady, high-margin revenue from commercial solar operators, asset owners and
residential users.
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Reducing Operational Costs for Customers: AI-driven automation and analytics are expected to cut maintenance expenses by up to 30%, directly improving customer profitability.
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Achieving Broad Market Penetration: DeepSolar’s target customers span major energy producers, residential solar users, and grid operators, creating multiple avenues for revenue growth.
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Enhancing Technological Differentiation: DeepSolar’s AI capabilities offer a distinct advantage in the competitive renewable energy market, setting PainReform apart as a potential future technology
leader in solar asset optimization.
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According to the SolarPower Europe report on the solar market from 2021–2026, the solar energy market is expanding rapidly, generating over 1 terawatt (TW)
of energy and growing at an annual rate of 25.32%. In 2024 alone, the residential solar market reached a valuation of $94.2 billion according to the Solar Industry Research Data report, and is expected to
grow at 8% annually through 2034. DeepSolar’s solutions directly address the inefficiencies in solar asset management, presenting a massive market opportunity for PainReform to capture value in both the B2B and B2C segments.
“With DeepSolar officially part of our portfolio, we believe PainReform is positioned to capitalize on the accelerating global transition to clean energy,” said Ehud Geller, Chairman and interim CEO
of PainReform. “This acquisition aligns with our broader strategy to invest in high-margin, technology-driven sectors while continuing to advance our pharmaceutical innovations. The integration of AI-powered analytics into solar energy management
potentially opens a vast new revenue channel and enhances our ability to create shareholder value.”
The Company expects DeepSolar’s scalable SaaS platform to drive revenue growth and plans to explore strategic partnerships with utility companies, solar technology providers, and smart grid
operators.
While PainReform remains committed to advancing its core drug delivery technologies, including its proprietary PRF-110 for post-surgical pain relief, it believes that the addition of DeepSolar
represents a forward-thinking investment in a high-growth sector that is designed to enhance long-term shareholder value.
In connection with the acquisition, PainReform received all rights, title and interest in certain (i) the agreements, (ii) intellectual property, (iii) accounts receivable, (iv) equipment, (v) Deep
Solar’s reputation and customer relations associated with their business, (vi) the “My DeepSolar” application and platform, and (vi) all rights, title and interest in, to or arising from any of the foregoing assets, properties and rights (whether
real, personal or mixed, tangible or intangible, wherever located), each as set forth or defined in the Agreement (collectively, the “Acquired Assets”). In consideration for the sale of the Acquired Assets, BLRN received upon closing (1) 178,769
ordinary shares of the Company, representing 9.9% of the issued and outstanding share capital of PainReform (after such issuance), and (2) 223,792 pre-funded warrants to purchase 223,792 ordinary shares. After the increase of the PainReform share
capital at its shareholders meeting convened for April 3, 2025, PainReform will issue the remaining securities which include (1) 685,004 pre-funded milestone warrants to purchase 685,004 ordinary shares, (2) 1,087,565 warrants-A to purchase 1,087,565
ordinary shares, and (3) 1,087,565 warrants-B to purchase 1,087,565 ordinary shares. In addition, the core team managing DeepSolar at BLRN are joining PainReform.
Pursuant to the Agreement, BLRN may not exercise any of the pre-funded warrants, pre-funded milestone warrants, warrants-A or warrants-B held by it (or any assignee or transferee of BLRN), if,
following such exercise, BLRN (including any assignee or transferee) holds shares of the Company which exceed 9.99% of the issued and outstanding share capital of PainReform.
About PainReform
PainReform is a clinical-stage specialty pharmaceutical company focused on the reformulation of established therapeutics. The Company's 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. For more information, please visit www.painreform.com.
Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements about PainReform’s expectations, beliefs and intentions including with respect to the anticipated benefits to PainReform of the acquisition of
DeepSolar, the anticipated market opportunity and potential for revenue growth.. 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. 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: our ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction
will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; our ability to continue as a going concern, our history of significant losses, our need to raise
additional capital and our ability to obtain additional capital on acceptable terms, or at all; our dependence on the success of our initial product candidate, PRF-110; the outcomes of preclinical studies, clinical trials and other research regarding
PRF-110 and future product candidates; 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 and our ability to
operate our business without infringing the intellectual property rights of others; the overall global economic environment; our ability to develop an active trading market for our ordinary shares and whether the market price of our ordinary shares
is volatile; our ability to maintain our listing on the Nasdaq Capital Market; and statements as to the impact of the political and security situation in Israel on our business, including due to the current war 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 and interim Chief Executive Officer PainReform Ltd.
Tel: +972-54-4236711
Email: egeller@medicavp.com
