PainReform (PRFX) Prices 301K Share Offering at $9/sh

PainReform Ltd. (Nasdaq: PRFX) today announced that it has entered into a definitive agreement for the purchase and sale of 301,230 of the Company’s ordinary shares (or pre-funded warrants in lieu thereof), at a purchase price of $9.00 per ordinary share, in a registered direct offering. In a concurrent private placement, the Company has agreed to issue in the offering unregistered warrants to purchase up to an aggregate of 301,230 ordinary shares. The offering is expected to close on or about July 14, 2023, subject to satisfaction of customary closing conditions.

Maxim Group LLC is acting as the exclusive placement agent for the offering.

The warrants will have an exercise price $9.00 per share, will become exercisable immediately upon issuance and have a term of five years from the date of issuance.

The gross proceeds from the offerings (without taking into account any proceeds from any future exercises of warrants), before deducting the placement agent's fees and other offering expenses payable by the Company, are expected to be approximately $2.7 million. The Company intends to use the net proceeds for funding research and development and clinical trials and for other working capital and general corporate purposes.

The ordinary shares (or pre-funded warrants) offered in the registered direct offering (but excluding the securities offered in the private placement) are being offered and sold by the Company pursuant to a “shelf” registration statement on Form F-3 (File No. 333-259318) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 3, 2021 and declared effective by the SEC on September 13, 2021. The offering of the ordinary shares (or pre-funded warrants) to be issued in the registered direct offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at [email protected] or telephone at (212) 895-3745.

The unregistered warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the ordinary shares underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the unregistered warrants and underlying ordinary shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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