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Form 6-K PAINREFORM LTD. For: May 11

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May 13, 2021 9:19 AM EDT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 6-K
 
Report of Foreign Private Issuer
 
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
 
For the month of May 2021
 
Commission File Number: 001-39481
 
PainReform Ltd.
(Translation of registrant’s name into English)
 
4 Bruria St. Tel Aviv, 6745442
Israel
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
Form 20-F  ☒      Form 40-F  ☐
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
 
 
 
On May 13, 2021, PainReform Ltd. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2021. The Company is also publishing its unaudited condensed financial statements, as well as its operating and financial review as of March 31, 2021 and for the three months then ended. Attached hereto are the following exhibits:

99.1
Unaudited Condensed Financial Statements as of March 31, 2021
 
 
99.2
Operating and Financial Review as of March 31, 2021 and for the three months then ended
   
99.3
Press Release dated May 13, 2021
 
Exhibit Index
 
Exhibit No.
 
Description





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: May 13, 2021
PAINREFORM LTD.
 
 
 
By:
/s/ Ilan Hadar
 
 
Ilan Hadar
 
 
Chief Executive Officer

 



Exhibit 99.1

PAINREFORM LTD. Condensed UNAUDITED FINANCIAL STATEMENTS
 
AS OF MARCH 31, 2021
 
U.S. DOLLARS IN THOUSANDS
 
INDEX
 
 
Page
 
 
F-2
 
 
F-3
 
 
F-4
 
 
F-5
 
 
F-6 - F-12
 

PAINREFORM LTD.
 
CONDENSED UNAUDITED BALANCE SHEETS
U.S. dollars in thousands (except share and per share data)
 
 
  
As of
March 31,
    
As of
December 31,
  
 
  
2021
    
2020
  
Assets
            
Current assets:
            
Cash and cash equivalents
  
$
19,424
    
$
15,677
  
Restricted cash
    
13
      
13
  
Prepaid clinical trial expenses and deferred clinical trial costs
    
1,294
      
1,294
  
Prepaid expenses and other current assets
    
601
      
807
  
 
                
Total current assets
    
21,332
      
17,791
  
 
                
Property and equipment, net
    
22
      
10
  
 
                
Total assets
  
$
21,354
    
$
17,801
  
 
                
Liabilities and shareholders’ deficit
                
 
                
Current liabilities:
                
Trade payables
  
$
159
    
$
720
  
Other accounts payable and accrued expenses
    
582
      
241
  
 
                
Total current liabilities
    
741
      
961
  
 
                
Non-current liabilities:
                
Provision for uncertain tax positions
    
213
      
220
  
Total non-current liabilities
    
213
      
220
  
 
                
Shareholders’ deficit:
                
Ordinary shares, NIS 0.03 par value; Authorized: 16,666,667 shares as of March 31, 2021 and December 31, 2020, respectively; Issued and outstanding: 10,062,383 and 8,758,037 shares as of March 31, 2021 and December 31, 2020, respectively;
    
90
      
78
  
Additional paid-in capital
    
38,832
      
33,023
  
Accumulated deficit
    
(18,522
)
    
(16,481
)
 
                
Total shareholders’ equity (deficit)
    
20,400
      
16,620
  
 
                
Total liabilities and shareholders’ equity (deficit)
  
$
21,354
    
$
17,801
  
 
(*)
Less than $1.
 
The accompanying notes are an integral part of the financial statements.


F - 2

 PAINREFORM LTD.
 
CONDENSED UNAUDITED STATEMENTS OF COMPREHENSIVE LOSS
U.S. dollars in thousands (except share and per share data)
 
 
  
For the Three Months Ended
March 31,
  
 
  
2021
    
2020
  
 
            
Operating expenses:
            
Research and development expenses
  
$
(1,029
)
  
$
(24
)
General and administrative expenses
    
(1,010
)
    
(108
)
 
                
Operating loss
    
(2,039
)
    
(132
)
 
                
Financial expense, net
    
(2
)
    
(1,164
)
 
                
Net loss and comprehensive loss
  
$
(2,041
)
  
$
(1,296
)
 
                
Basic and diluted net loss per share
  
$
(0.23
)
  
$
(2.76
)
 
                
Weighted average number of shares of ordinary share used in computing basic and diluted net loss per share
    
9,051,148
      
576,556
  
 
The accompanying notes are an integral part of the financial statements.
 
F - 3
 PAINREFORM LTD.
 
CONDESNED UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
U.S. dollars in thousands (except share data)
 
 
  
Convertible preferred shares
(Temporary equity)
    
Ordinary shares
    
Additional paid-in
capital
    
Accumulated
deficit
    
Total
shareholders’
equity (deficit)
  
 
  
Number
    
Amount
    
Number
    
Amount
              
Balance as of January 1, 2020
    
2,954,267
    
$
6,621
      
576,556
    
$
5
    
$
180
    
$
(12,428
)
  
$
(12,243
)
 
                                                        
Share-based compensation
    
—
      
—
      
—
      
—
      
16
      
—
      
16
  
 
                                                        
Operating lease provided by controlling shareholder
    
—
      
—
      
—
      
—
      
8
      
—
      
8
  
                                                         
Net loss and comprehensive loss
    
—
      
—
      
—
      
—
      
—
      
(1,296
)
    
(1,296
)
 
                                                        
Balance as of March  31, 2020
    
2,954,267
    
$
6,621
      
576,556
    
$
5
    
$
204
    
$
(13,724
)
  
$
(13,515
)
 
                                                        
Balance as of January 1, 2021
    
-
    
$
-
      
8,758,037
    
$
78
    
$
33,023
    
$
(16,481
)
  
$
16,620
  
                                                         
Share issuance under Private Investment in Pubic Equity ("PIPE"), net
    
—
      
—
      
1,304,346
      
12
      
3,045
      
—
      
3,057
  
                                                         
Warrants issued under Private Investment in Pubic Equity, net
    
—
      
—
      
—
      
—
      
2,497
      
—
      
2,497
  
                                                         
Share-based compensation to employees and directors
    
—
      
—
      
—
      
—
      
164
      
—
      
164
  
                                                         
Share-based compensation to service providers
    
—
      
—
      
—
      
—
      
103
      
—
      
103
  
 
                                                        
Net loss and comprehensive loss
    
—
      
—
      
—
      
—
      
—
      
(2,041
)
    
(2,041
)
 
                                                        
Balance as of March 31, 2021
    
—
    
$
—
      
10,062,383
    
$
90
    
$
38,832
    
$
(18,522
)
  
$
20,400
  
 
(*)
Represents amount less than $1
 
The accompanying notes are an integral part of the financial statements.


F - 4
 
PAINREFORM LTD.
 
CONDENSED UNAUDITED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
 
 
  
For the Three Months Ended
March 31,
  
 
  
2021
    
2020
  
Cash flows from operating activities
            
 
            
Net loss
  
$
(2,041
)
  
$
(1,296
)
Adjustments to reconcile net loss to net cash used in operating activities:
                
Depreciation
    
1
      
-
  
Operating lease provided by controlling shareholder
    
-
      
8
  
Share-based compensation to employees
    
164
      
16
  
Share-based compensation to service providers
    
103
      
-
  
Interest expense and amortization of discount on convertible notes
    
-
      
362
  
Revaluation of derivative warrant liability
    
-
      
802
  
Change in:
                
Other current and non-current assets
    
206
      
(58
)
Trade payables
    
(561
)
    
23
  
Other accounts payable
    
334
      
(72
)
 
                
Net cash used in operating activities
    
(1,794
)
    
(215
)
 
                
Cash flows from investing activities
                
 
                
Purchase of property and equipment
    
(13
)
    
-
  
 
                
Net cash used in investing activities
    
(13
)
    
-
  
 
                
Cash flows from financing activities
                
 
                
Proceeds from issuance of ordinary shares under Private Investment  in Public Equity, net
    
5,554
      
-
  
 
                
Net cash provided by financing activities
    
5,554
      
-
  
 
                
Change in cash, cash equivalents and restricted cash
    
3,747
      
(215
)
Cash, cash equivalents and restricted cash at the beginning of the year
    
15,677
      
941
  
 
                
Cash, cash equivalents and restricted cash at the end of the year
  
$
19,424
    
$
726
  
 
(*)
Represents amount less than $1
 
The accompanying notes are an integral part of the financial statements.
 
F - 5

 PAINREFORM LTD.
 
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
 
NOTE 1:-
GENERAL
 
 
a.
The Company was incorporated and started business operations in November 2007. The Company 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.
 
 
b.
Since its inception, the Company has devoted substantially all of its efforts to research and development, clinical trials, and capital raising activities. The Company is still in its development and clinical stage and has not yet generated revenues.
 
The Company has incurred losses of $2,041 and $1,296 for the periods ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the Company’s accumulated deficit was $18,522. The Company has funded its operations to date primarily through equity financing.
 
Additional funding will be required to complete the Company’s research and development and clinical trials, to attain regulatory approvals, to begin the commercialization efforts of the Company’s product and to achieve a level of sales adequate to support the Company’s cost structure.
 
On September 3, 2020, the Company closed an IPO of 2,500,000 units at a price of $8.00 per unit for gross proceeds of approximately $20,000 (net proceeds of approximately $17.3 million after deducting underwriting discounts and commissions and other offering expenses). Refer to Note 1(d).
 
On March 11, 2021, the Company closed a private placement  of 1,304,346 ordinary shares and accompanying warrants to purchase an aggregate of up to 652,173 ordinary shares at a combined purchase price of $4.60 per share and accompanying warrant resulting in gross proceeds of $6,000.
 
Based on the Company's current operating plan, the Company believes that its existing capital resources will be sufficient to fund operations for at least one year after the date the financial statements are issued.


F - 6
 
 PAINREFORM LTD.
 
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data

NOTE 1:-
GENERAL (Cont.)

 
c.
The Company effected a 1-for-3 reverse split  of the Company’s ordinary shares and convertible preferred shares on July 6, 2020. All issued and outstanding ordinary shares and convertible preferred shares and related per share amounts contained in these financial statements have been retroactively adjusted to reflect this reverse share split for all periods presented.
 
 
d.
On September 3, 2020, the Company closed its IPO of 2,500,000 units at a price of $8.00 per unit. Each unit consisted of one ordinary share and one warrant to purchase one ordinary share. The ordinary shares and warrants were immediately separable from the units and were issued separately. The warrants are exercisable immediately, expire five years from the date of issuance and have an exercise price of $8.80 per share. On October 5, 2020, the underwriters exercised their over-allotment option and were issued warrants to purchase 375,000 ordinary shares in return for net amount of $3. The Company received gross proceeds of approximately $20,000 (net proceeds of approximately $17.3 million after deducting underwriting discounts and commissions and other offering expenses).
 
 
e.
On March 11, 2021, the Company closed a private placement of 1,304,346 ordinary shares and accompanying warrants to purchase an aggregate of up to 652,173 ordinary shares at a combined purchase price of $4.60 per share and accompanying warrant resulting in gross proceeds of $6,000.The warrants are exercisable immediately at an exercise price of $4.60 per share and expire five and a half years from the issuance date.

In connection with the private placement, the Company also entered into a registration rights agreement, dated as of March 8, 2021 with the purchasers in the offering pursuant to which the Company filed a registration statement SEC on April 1, 2021 to register the resale of the ordinary shares and the ordinary shares issuable upon exercise of the warrants, of which such registration statement was declared effective on April 9, 2021.

The Company paid the placement agents of the private placement a cash placement fee equal to $390 and an expense reimbursement of $40. The Company also issued to the placement agents warrants to purchase 52,173 ordinary shares, at an exercise price of $5.06 per ordinary share and a term expiring on March 8, 2026.
 
 
f.
Public health epidemics or outbreaks could adversely impact the Company’s business. In late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, it rapidly spread across the globe, including in Israel and the United States. The extent to which COVID-19 pandemic impacts the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of the coronavirus globally, could adversely impact the Company’s operations and workforce, including other Company’s research and clinical trials and its ability to raise capital, which in turn could have an adverse impact on the Company's business, financial condition and results of operation.
 
F - 7
 
 PAINREFORM LTD.
 
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data

NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES
 
The significant accounting policies that have been applied in the preparation of the unaudited condensed financial statements are identical to those that were applied in preparation of the Company’s most recent annual financial statements in connection with its Annual Report on Form 20-F, except for the following:


 -
In August 2020, the FASB issued guidance that is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. This guidance will be effective for the Company on January 1, 2022 and is not expected to have a material impact on the Company’s financial statements and disclosures.


-
ASC Topic 740, "Income Taxes", was amended to simplify the accounting for income taxes to improve consistency of accounting methods and remove certain exceptions. The amendment is effective for the Company beginning January 1, 2021. The Company believes the adoption of the amendment is not expected to have a material impact on the Company’s financial statements and disclosures. 
 
NOTE 3:-
UNAUDITED CONDENSED FINANCIAL STATEMENTS

The accompanying balance sheet as of March 31, 2021, the statements of comprehensive loss, the statements of cash flows and the statement of changes in convertible preferred shares and shareholders’ equity for the three months ended March 31, 2021 and 2020, are unaudited.

The accompanying unaudited financial statements have been prepared in a condensed format and include the unaudited financial operations of the Company as of March 31, 2021 and for the three months period then ended, in accordance with U.S. GAAP, relating to the preparation of financial statements for interim periods.

Accordingly, the accompanying unaudited financial statements do not include all the information and footnotes required by generally accepted accounting principles for complete set of financial statements. These unaudited financial statements should be read in conjunction with the audited financial statements and the accompanying notes of the Company for the year ended December 31, 2020 included in the Company's Annual report on Form 20-F filed with the SEC on March 18, 2021.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021, are not necessarily indicative of the results that may be expected for the year ended December 31, 2021.

F - 8

 PAINREFORM LTD.
 
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data

NOTE 4:-
LOSS PER SHARE

Basic loss per share is computed by dividing the loss for the period applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. 

For the periods ended March 31, 2021 and 2020, all outstanding share options, convertible notes, and warrants have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all years presented.
 
The loss and the weighted average number of shares used in computing basic and diluted net loss per share is as follows:
 
 
  
Three Months ended
March 31,
  
 
  
2021
    
2020
  
 
            
Numerator:
            
Net loss applicable to shareholders of ordinary shares
  
$
(2,041
)
  
$
(1,296
)
Interest accrued on convertible preferred shares
    
-
      
(295
)
Total loss attributed to ordinary shares
    
(2,041
)
    
(1,591
)
 
                
Denominator:
                
Shares of ordinary share used in computing basic and diluted net loss per share
    
9,051,148
      
576,556
  
Net loss per share of ordinary share, basic and diluted
  
$
(0.23
)
  
$
(2.76
)

NOTE 5:-
FAIR VALUE MEASUREMENTS
 
In August and December, 2019, the Company issued warrants related to its convertible notes (refer to Note 5(b)). As the warrants did not meet the US GAAP criteria for equity classification, they were classified as liabilities and measured at fair value on the issuance date and in each reporting date with changes in fair value recognized as finance expenses in the statements of comprehensive loss. Following the Company’s IPO on September 3, 2020, whereby the exercise price of the warrants became fixed and there were no other features that resulted in liability classification, the warrants were reclassified to equity.
 
A summary of significant unobservable inputs (Level 3 inputs) used in measuring the warrants issued as of March 31, 2020 is as follows:
 
Exercise price
  
$
6.72
  
Expected volatility
    
75
%
Risk free rate
    
0.29
%
Expected life (years)
    
5
  
Dividend yield
    
0
%
 

F - 9
 PAINREFORM LTD.
 
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data

NOTE 5:-
FAIR VALUE MEASUREMENTS (Cont.)

The following table presents changes in the fair value of the derivative warrant liability recorded in respect of the warrants:
 
Balance as of December 31, 2019
  
$
447
  
 
        
Changes in fair value
    
802
  
         
Balance as of March 31, 2020
  
$
1,249
  
 
NOTE 6:-
SHAREHOLDERS’ EQUITY (DEFICIT)

a.
Warrants and warrants units

The following table summarizes the warrants and warrants units outstanding as of March 31, 2021:

Type
Issuance Date
Number of warrants
Exercise price
Exercisable through
August 2019 warrants
August 22, 2019
205,268
$6.72 (*)
August 22, 2024
December 2019 warrants
December 9, 2019
92,321
$6.72 (*)
December 8, 2024
Warrants to bridge financing placement agent
December 9, 2019
55,785
$6.72 (*)
December 8, 2024
Warrants to underwriters
September 3, 2020
125,000
$10.00
September 1, 2025
Warrants to underwriters
October 5, 2020
375,000
$8.80
September 3, 2025
IPO warrants (note 1d)
September 3, 2020
2,812,170
$8.80
September 3, 2025
PIPE warrants (note 1e)
March 11, 2021
652,173
$4.60
September 10, 2026
Warrants to PIPE placement agent (note 1e)
March 11,2021
52,173
$5.06
March 8, 2026

(*) Each warrant is exercisable into one IPO unit consisting of one share and one IPO warrant.

F - 10
 PAINREFORM LTD.
 
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data

NOTE 6:-
SHAREHOLDERS’ EQUITY (DEFICIT) (Cont.)

b.
Share-based compensation:
 
Share options outstanding and exercisable to employees and directors under the 2008 Plan as of March 31, 2021 and December 31, 2020 were as follows:
 

    
Number of options
    
Weighted average exercise price
    
Weighted average remaining contractual life
  
 
                  
Options outstanding as of December 31, 2020
    
153,882
    
$
0.24
      
3.25
  
 
                        
Options outstanding as of March  31, 2021
    
153,882
    
$
0.24
      
3.00
  
 
                        
Options exercisable as of March 31, 2021
    
153,882
    
$
0.24
      
3.00
  
 
Share options outstanding and exercisable to employees and directors under the 2019 Plan as of March 31, 2021 and December 31, 2020, were as follows:
 
 
  
Number of options
    
Weighted average exercise price
    
Weighted average remaining contractual life
  
 
                  
Options outstanding as of December 31, 2020
    
219,456
    
$
2.62
      
8.56
  
 
                        
Options outstanding as of March 31, 2021
    
920,404
    
$
3.96
      
9.43
  
 
                        
Options exercisable as of March 31, 2021
    
206,665
    
$
2.57
      
8.30
  

F - 11

 PAINREFORM LTD.
 
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data

NOTE 7:-
FINANCIAL EXPENSES, NET
 
   
Three Months ended
March 31,
  
 
  
2021
    
2020
  
 
            
Interest expense and amortization of discount on convertible notes
    
-
      
362
  
Bank fees
    
2
      
-
  
Change in fair value of derivative warrant liability
    
-
      
802
  
Total financial expenses, net
  
$
2
    
$
1,164
  
 
(*) Represents amount less than $1
 
NOTE 8:-
CLINICAL TRIALS

On November 13, 2020 (the "First Agreement Execution Date"), the Company entered into a Master Clinical Research Organization Agreement (the "First Agreement"), and on December 3, 2020, the Company entered into a Master Clinical Trial Agreement (the "Second Agreement") both with Lotus Clinical Research as the Company's clinical research organization for the Company's planned Phase 3 trials of PRF-110, which are expected to take place in 2021.

Under the First Agreement, the first milestone payment of $581 was made on December 28, 2020. A second milestone payment of $145 was made on March 1, 2021.

During the three months period ended March 31, 2021 the Company recognized costs in the amount of $145 under the First Agreement, reflecting the progress in the clinical trials.

Under the First Agreement, as of March 31, 2021, a total of $581 was accounted for as prepaid clinical trial expenses.

Under the Second Agreement, a non-refundable deposit  of $710 was made on January 12, 2021. As of March 31, 2021, this payment was accounted for as  prepaid clinical trial expenses.

F - 12
Exhibit 99.2
 
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 
You should read the following selected financial data and discussion of our operating and financial condition and prospects in conjunction with the financial statements and the notes thereto included elsewhere in this 6-K. Our financial statements are prepared in accordance with U.S. GAAP, and reported in U.S. dollars. We maintain our accounting books and records in U.S. dollars and our functional currency is the U.S. dollar. Certain amounts presented herein may not sum due to rounding. Unless the context requires otherwise, references in this report to “PainReform,” the “Company,” “we,” “us” and “our” refer to PainReform Ltd, an Israeli company. “NIS” means New Israeli Shekel, and “$,” “US$,”“U.S. dollars” and “USD” mean United States dollars.
 
Forward Looking Statements
 
The following discussion contains “forward-looking statements,” including statements regarding expectations, beliefs, intentions or strategies for the future. These statements may identify important factors which could cause our actual results to differ materially from those indicated by the forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to:
 
 
●
our history of losses and needs for additional capital to fund our operations and our inability 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;
 
 
 
 
●
the impact of the COVID-19 pandemic on our operations;
 
 
 
 
●
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 covering our product candidates 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; and
 
 
●
statements as to the impact of the political and security situation in Israel on our business.
           All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of the 6-K to which this discussion is attached and are expressly qualified in their entirety by the cautionary statements included herein. We undertake no obligations to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. In evaluating forward-looking statements, you should consider these risks and uncertainties.
 
Overview
 
We are a clinical stage specialty pharmaceutical company focused on the reformulation of established therapeutics. Our 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. Our strategy is to incorporate generic drugs with our proprietary extended release drug-delivery system in order to create extended release drug products and to take advantage of the 505(b)(2) regulatory pathway created by the FDA. The 505(b)(2) new drug application process, provides for FDA approval of a new drug based in part on data that was developed by others, including published literature references and data previously reviewed by the FDA in its approval of a separate application. Using this pathway can significantly reduce the time and costs associated with clinical development. PRF-110, our first product, is based on the local anesthetic ropivacaine, targeting the post-operative pain relief market. PRF-110 is an oil-based, viscous, clear solution that is deposited directly into the surgical wound bed prior to closure to provide localized and extended post-operative analgesia.

We are currently preparing for the launch of our two pivotal Phase 3 clinical trials of PRF-110, one for the treatment of patients undergoing bunionectomy and the other for the treatment of hernia repair operations. We expect to commence the clinical trial in bunionectomy surgery toward the end of the third quarter of 2021. After the successful completion of the first trial, we plan to initiate the hernia repair clinical trial.

Since our inception in November 2007, we have devoted substantially all of our efforts to organizing and planning our business, building our management and technical team, developing our proprietary drug delivery system and PRF-110, and raising capital.

In December 2019, a novel strain of coronavirus, COVID-19, was identified in Wuhan, China. Initially the outbreak was largely concentrated in China, but it rapidly spread to countries across the globe, including in Israel and the United States. The spread of COVID-19 has resulted in the World Health Organization declaring the outbreak of COVID-19 as a “pandemic,” or a worldwide spread of a new disease. Many countries around the world, including Israel and the United States, have imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus. While the spread of COVID-19 has not yet directly impacted our operations, the continued spread of COVID-19 may result in the inability of our outside scientific collaborators, suppliers, consultants, advisors and other third parties to work with us on a timely basis and will likely impact the timing of the initiation of our planned clinical studies and the enrollment of patients. The extent to which COVID-19 impacts our development efforts will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

We expect to continue to incur significant expenses and increasing losses for next several years. Our net losses may fluctuate significantly from period to period, depending on the timing of our planned clinical trials and expenditures on our other research and development and commercial development activities. We expect our expenses will increase substantially over time as we:


 •
continue the ongoing and planned preclinical and clinical development of our drug candidates;


•
build a portfolio of drug candidates through the acquisition or in-license of drugs, drug candidates or technologies; 


•
initiate preclinical studies and clinical trials for any additional drug candidates that we may pursue in the future;


•
seek marketing approvals for our current and future drug candidates that successfully complete clinical trials;


•
establish a sales, marketing and distribution infrastructure to commercialize any drug candidate for which we may obtain marketing approval;


•
develop, maintain, expand and protect our intellectual property portfolio;


•
implement operational, financial and management systems; and


•
attract, hire and retain additional administrative, clinical, regulatory and scientific personnel.

Financial Operations Overview
 
Revenue
 
We have not generated any revenue and do not expect to generate any revenue unless or until we obtain regulatory approval of and commercialize one or more of our current or future drug candidates. In the future, we may also seek to generate revenue from a combination of research and development payments, license fees and other upfront or milestone payments.
 
Research and Development Expenses
 
Research and development expenses consist primarily of costs incurred for our research activities, which include, among other things:
 
 
●
employee-related expenses, including salaries, benefits and stock-based compensation expense;
 
 
●
fees paid to consultants for services directly related to our drug development and regulatory effort;
 
 
●
expenses incurred under contract manufacturing organizations, as well as contract manufacturing organizations and consultants that conduct preclinical studies and clinical trials;
 
 
●
costs associated with development activities;
 
 
●
costs associated with technology and intellectual property licenses; and
 
 
●
milestone payments and other costs under licensing agreements.
 
Costs incurred in connection with research and development activities are expensed as incurred. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations or other information provided to us by our vendors.
 
Research and development activities are and will continue to be central to our business model. We expect our research and development expenses to increase for the foreseeable future as we advance our current and future drug candidates through preclinical studies and clinical trials. The process of conducting preclinical studies and clinical trials necessary to obtain regulatory approval is costly and time-consuming. It is difficult to determine with certainty the duration and costs of any preclinical study or clinical trial that we may conduct. The duration, costs and timing of clinical trial programs and development of our current and future drug candidates will depend on a variety of factors that include, but are not limited to, the following:
 
 
●
number of clinical trials required for approval and any requirement for extension trials;
 
 
●
per patient trial costs;
 
 
●
number of patients that participate in the clinical trials;
 
 
●
number of sites included in the clinical trials;
 
 
●
countries in which the clinical trial is conducted;
 
 
●
length of time required to enroll eligible patients;
 
 
●
potential additional safety monitoring or other studies requested by regulatory agencies; and
 
 
●
efficacy and safety profile of the drug candidate.
 
In addition, the probability of success for any of our current or future drug candidates will depend on numerous factors, including competition, manufacturing capability and commercial viability. We will determine which programs to pursue and how much to fund each program in response to the scientific and clinical success of each drug candidate, as well as an assessment of each drug candidate’s commercial potential.
 
General and Administrative Expenses
 
General and administrative expenses consist primarily of employee-related expenses, including salaries, benefits and share-based compensation. Other general and administrative expenses include directors’ and officers’ liability insurance premiums, costs associated with being a publicly traded company, fees associated with investor relations, professional fees for consultants, tax and legal services and facility-related costs.
 
We expect that general and administrative expenses will increase in the future as we expand our operating activities and incur additional costs. In addition, if our current or future drug candidates are approved for sale, we expect that we would incur expenses associated with building our commercial and distribution infrastructure.
 
Financial Expenses, Net
 
Financial expenses, net, primarily consists from accrued interest on convertible notes, change in fair value of derivative warrant liability, bank management fees and commissions and exchange rate differences expenses.
  
Results of Operations
  
Research and development expenses. Research and development expenses were $1,029,000 for the three months ended March 31, 2021 compared to $24,000 for the three months ended March 31, 2020, an increase of $1,005,000. The increase was primarily due to an increase in  CMC activities and preparation for the initiation of clinical trials.
 
General and administrative expenses. General and administrative expenses were $1,010,000 for the three months ended March 31, 2021 compared to $108,000 for the three months ended March 31, 2020, an increase of $902,000. The increase was primarily due to costs related with us becoming a publicly traded company commencing September 2020, an increase in headcount related costs and an increase in certain professional services costs.
 
Financial expense, net. Financial expense, net was $2,000 for the three months ended March 31, 2021 compared to financial expenses, net of $1,164,000 for the three months ended March 31, 2020, a decrease of $1,162,000. The decrease was primarily due to a decrease in change in fair value of derivative warrant liability, and interest expense and amortization of discount on convertible notes.
 
Net loss. As a result of the foregoing, we incurred a net loss of $2,041,000 for the three months ended March 31, 2021 compared to a net loss of $1,296,000 for the three months ended March 31, 2020, an increase of $745,000.
 
Liquidity and Capital Resources
 
Since our inception through March 31, 2021, we have funded our operations primarily through proceeds from our initial public offering and private placements. As of March 31, 2021, we had an accumulated deficit of approximately $18,522,000, cash and cash equivalents of $19,424,000 and a positive working capital of $20,591,000.

On March 8, 2021, we entered into a definitive securities purchase agreement with certain institutional investors, pursuant to which we agreed to sell to the purchasers an aggregate of 1,304,346 ordinary shares, and investor warrants to purchase up to an aggregate of 652,173 ordinary shares, at a combined purchase price of $4.60 per ordinary share and accompanying investor warrant.  The investor warrants are exercisable for a period of five and one half years from the date of issuance and have an exercise price of $4.60 per share subject to adjustment as set forth in the investor warrants for share splits, share dividends, recapitalizations and similar events.  We also issued placement agent warrants to the placement agents to purchase 52,173 ordinary shares, at an exercise price of $5.06 per ordinary share and a term expiring on March 8, 2026. The offering closed on March 11, 2021.

Developing drugs, conducting clinical trials and commercializing products is expensive and we will need to raise substantial additional funds to achieve our strategic objectives. We believe our existing financial resources as of the date of issuance of this Form 6-K, will be sufficient to fund our operating expenses and capital expenditure requirements for at least 12 months from the date of the date of issuance of this Form 6-K. Our estimate as to how long we expect our funds to support our operations is based on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. Further, changing circumstances, some of which may be beyond our control, could cause us to consume capital significantly faster than we currently anticipate, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:
  
 
●
the scope, progress, results and costs of our current and future clinical trials of PRF-110 for our current targeted uses;
 
 
 
 
●
the costs, timing and outcome of regulatory review of PRF-110;
 
 
●
the extent to which we acquire or invest in businesses, products and technologies, including entering into or maintaining licensing or collaboration arrangements for PRF-110 on favorable terms, although we currently have no commitments or agreements to complete any such transactions;
 
 
●
the costs and timing of future commercialization activities, including drug sales, marketing, manufacturing and distribution, for any of our product candidates for which we receive marketing approval, to the extent that such sales, marketing, manufacturing and distribution are not the responsibility of any collaborator that we may have at such time;
  
 
●
the amount of revenue, if any, received from commercial sales of PRF-110, should it receive marketing approval;
 
 
●
the costs of preparing, filing and prosecuting patent applications, maintaining, defending and enforcing our intellectual property rights and defending intellectual property-related claims;
 
 
●
our headcount growth and associated costs as we expand our business operations and our research and development activities;
 
 
●
the costs of operating as a public company;
  
 
●
maintaining minimum shareholders’ equity requirements under the NYSE American Company Guide; and
 
 
●
the impact of the COVID-19 pandemic.
 
We expect our expenses to increase in connection with our planned operations. Until such time, if ever, as we can generate substantial revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and/or licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest may be diluted, and the terms of these securities could include liquidation or other preferences and anti-dilution protections that could adversely affect your rights as a shareholder. In addition, debt financing, if available, would result in fixed payment obligations and may involve agreements that include restrictive covenants that limit our ability to take specific actions, such as incurring additional debt, making capital expenditures, creating liens, redeeming shares or declaring dividends, that could adversely impact our ability to conduct our business. In addition, securing financing could require a substantial amount of time and attention from our management and may divert a disproportionate amount of their attention away from day-to-day activities, which may adversely affect our management’s ability to oversee the development of our product candidates.
 
If we raise additional funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technology, future revenue streams or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds when needed, we may be required to delay, reduce and/or eliminate our product candidate development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

Cash Flows
 
The following table sets forth the major components of our statements of cash flows for the periods presented:
 
 
  
Three months
Ended
March 31,
2021
    
Three months
Ended
March 31,
2020
  
Net cash used in operating activities
  
$
(1,794,000
)
  
$
(215,000
)
Net cash used in investing activities
    
(13,000
)
    
-
  
Net cash provided by financing activities
    
5,554,000
      
-
  
Increase (decrease) in cash and cash equivalents and restricted cash
    
3,747,000
      
(215,000
)
Cash and cash equivalents and restricted cash, at the beginning of year
    
15,677,000
      
941,000
  
Cash and cash equivalents and restricted cash, at the end of year
  
$
19,424,000
    
$
726,000
  
   
Net cash used in operating activities
 
For the three months ended March 31, 2021 and 2020, net cash used in operating activities was $1,794,000 and $215,000, respectively. The increase was mainly due to an increase in net loss of $745,000, a decrease of $1,164,000 in revaluation of derivative warrant liability and accrued interest and amortization on discount on convertible notes, offset by an increase of $251,000 in share-based compensation.
 
Net cash used in investing activities
 
For the three months ended March 31, 2021 and 2020, the change in net cash used in investing activities was immaterial.
 
Net cash provided by financing activities
 
For the three months ended March 31, 2021, net cash provided by financing activities was $5,554,000, , due to proceed from the private placement. For the three months ended March 31, 2020, net cash provided by financing activities was $0.

Research and Development, Patents and Licenses, Etc.
 
Costs incurred in connection with research and development activities are expensed as incurred. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations or other information provided to us by our vendors.
 
Research and development activities are and will continue to be central to our business model. We expect our research and development expenses to increase for the foreseeable future as we advance our current and future drug candidates through preclinical studies and clinical trials. The process of conducting preclinical studies and clinical trials necessary to obtain regulatory approval is costly and time-consuming. It is difficult to determine with certainty the duration and costs of any preclinical study or clinical trial that we may conduct. The duration, costs and timing of clinical trial programs and development of our current and future drug candidates will depend on a variety of factors that include, but are not limited to, the following:  
 
 
●
number of clinical trials required for approval and any requirement for extension trials;
 
 
●
per patient trial costs;
 
 
●
number of patients that participate in the clinical trials;
 
 
●
number of sites included in the clinical trials;
 
 
●
countries in which the clinical trial is conducted;
 
 
●
length of time required to enroll eligible patients;
 
 
●
potential additional safety monitoring or other studies requested by regulatory agencies; and
 
 
●
efficacy and safety profile of the drug candidate.
 
In addition, the probability of success for any of our current or future drug candidates will depend on numerous factors, including competition, manufacturing capability and commercial viability. We will determine which programs to pursue and how much to fund each program in response to the scientific and clinical success of each drug candidate, as well as an assessment of each drug candidate’s commercial potential. 
 
Trend Information.
 
We are a development stage company and it is not possible for us to predict with any degree of accuracy the outcome of our research, development or commercialization efforts. As such, it is not possible for us to predict with any degree of accuracy any significant trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause financial information to not necessarily be indicative of future operating results or financial condition. However, to the extent possible, certain trends, uncertainties, demands, commitments and events are identified in the preceding subsections.
 
Off-Balance Sheet Arrangements.
 
We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
 
Critical Accounting Policies and Judgments and Estimates
 
Our statements are prepared in accordance with GAAP. Some of the accounting methods and policies used in preparing our financial statements under GAAP are based on complex and subjective assessments by our management or on estimates based on past experience and assumptions deemed realistic and reasonable based on the circumstances concerned. The actual value of our assets, liabilities and shareholders’ equity and of our accumulated deficit could differ from the value derived from these estimates if conditions change and these changes had an impact on the assumptions adopted. See Note 2 to the accompanying financial statements.
 

Exhibit 99.3




PainReform Provides Business Update for the First Quarter of 2021

Reports continued progress towards start of Phase 3 trials

HERZLIYA, Israel – May 13, 2021 – PainReform Ltd. (Nasdaq: PRFX) ("PainReform" or the "Company"), a clinical-stage specialty pharmaceutical company focused on the reformulation of established therapeutics, today provided a business update for the first quarter ended March 31, 2021.  The Company also announces it has finalized the protocol for its Phase 3 clinical trials of PRF-110 for the treatment of patients undergoing bunionectomy surgery for submission to the regulatory authorities.
 
Ilan Hadar, Chiez Executive Officer of PainReform, commented, "We continue to make progress towards commencing our Phase 3 clinical trials of PRF-110. Towards this end, we have been manufacturing clinical trial batches of PRF-110 in preparation for the Phase 3 clinical trials and are working to address delays due to our CMC partner. We currently expect to commence our bunionectomy Phase 3 clinical trial toward the end of the third quarter of this year.  We also hired a new head of clinical operations, which follows the appointment of Lotus Clinical Research as our clinical research organization to oversee the two clinical trials in patients undergoing bunionectomy and hernia repair operations."
 
Mr. Hadar continued, "Assuming our Phase 3 clinical trials are successful, we believe PRF-110 will address an important unmet need in the market, especially as an alternative to systemic opioids, which have contributed to the opioid epidemic.  Moreover, we have maintained a strong balance sheet, with cash and cash equivalents of $19.4 million as of March 31, 2021, which we believe should be more than sufficient to support our ongoing activities beyond completion of our first Phase 3 trial and reporting top-line data."
 
"Marjorie D. Tamblyn, our new head of clinical operations in the U.S., brings over 20 years of experience in clinical operations leadership in the pharmaceutical/biotech and Clinical Research Organization industry and will be an important addition to the team as we advance our clinical trials and begin preparations for commercial activities. Her skill sets and leadership skills should be invaluable as we work towards our goal of establishing PRF-110 as the standard of care in the post-operative non-opiate pain treatment market. We remain highly encouraged by our prior data, which demonstrated a strong safety profile,  suggesting a substantial advantage to using PRF-110 over the local anesthetic, ropivacaine."
 
Financial Results for the First Quarter Ended March 31, 2021
 
Research and development expenses were $1,029,000 for the three months ended March 31, 2021 compared to $24,000 for the three months ended March 31, 2020, an increase of $1,005,000. The increase was primarily due to an increase in  CMC activities and preparation for the initiation of clinical trials.
 
General and administrative expenses were $1,010,000 for the three months ended March 31, 2021 compared to $108,000 for the three months ended March 31, 2020, an increase of $902,000 or 835%. The increase was primarily due to costs related with us becoming a publicly traded company commencing September 2020, an increase in headcount related costs and an increase in certain professional services costs.

Financial expense, net was $2,000 for the three months ended March 31, 2021 compared to financial expenses, net of $1,164,000 for the three months ended March 31, 2020, a decrease of $1,162,000. The decrease was primarily due to a decrease in change in fair value of derivative warrant liability, and interest expense and amortization of discount on convertible notes.
 
As a result of the foregoing, the Company incurred a net loss of $2,041,000 for the three months ended March 31, 2021 compared to a net loss of $1,296,000 for the three months ended March 31, 2020, an increase of $745,000 or 57%.
 
As of March 31, 2021, the Company had cash and cash equivalents of $19,424,000.
 
About PainReform
 
PainReform is a clinical-stage specialty pharmaceutical company focused on the reformulation of established therapeutics. PRF-110, the Company's lead product, is based on the local anesthetic ropivacaine, targeting the post-operative pain relief market. PRF-110 is an oil-based, viscous, clear solution that is deposited directly into the surgical wound bed prior to closure to provide localized and extended post-operative analgesia. 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.
 
Notice Regarding Forward-Looking Statements
This press release contains forward looking statements about our expectations, beliefs and intentions. 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 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;  the impact of the COVID-19 pandemic on our operations; 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; commercial success and market acceptance of our product candidates; our ability to establish sales and marketing capabilities or enter into agreements with third parties and our reliance on third party distributors and resellers;  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; and statements as to the impact of the political and security situation in Israel on our business. 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

Ilan Hadar
Chief Executive Officer
PainReform Ltd.
Tel: +972-54-5331725


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