PAINREFORM LTD. — Regulatory Filings 2020

Nov 25, 2020

424B3 1 ea130578-424b3_painreformltd.htm PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-239576

Prospectus Supplement No. 2

(To Prospectus dated September 1. 2020)

PROSPECTUS

PainReform Ltd.

2,500,000 Units Each Consisting of One Ordinary Share and One Warrant to Purchase One Ordinary Share

This Prospectus Supplement No. 2 supplements and amends the Prospectus dated September 1, 2020. Prospective investors should carefully review the Prospectus, Prospectus Supplement No. 1 and this Prospectus Supplement No. 2 .

This Prospectus Supplement No. 2 is qualified by reference to the Prospectus, except to the extent that the information in this Prospectus Supplement No. 2 updates or supersedes the information contained in the Prospectus, including any supplements thereto. This Prospectus Supplement No. 2 is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any supplement thereto.

This Prospectus Supplement No. 2 is being filed to report the appointment of Mr. Ilan Hadar as Chief Executive Officer of PainReform Ltd. (the “Company”). Under the Prospectus, Prof. Eli Hazum was the acting Chief Executive Officer of the Company. Mr. Hadar has served as Country Manager Israel and CFO at Foamix Pharmaceuticals Ltd. (NASDAQ: VYNE) since 2014. Prior to Foamix. Mr. Hadar served on the Board of Directors at Kadimastem, a public Israeli biopharmaceutical company (TASE: KDST). Mr. Hadar received his MBA in Finance and Business Entrepreneurship and B.A. degree from The Hebrew University in Jerusalem.

Our Ordinary shares are listed on The NASDAQ Capital Market under the symbol “PRFX”.

Investing in the securities offered by the Prospectus involves a high degree of risk. See “Risk Factors” beginning on page 10 of the Prospectus to read about factors you should consider before purchasing any of our Ordinary shares, as the same may be updated in prospectus supplements.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 25, 2020.

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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 September 2020

Commission File Number: 001-39481

PainReform Ltd .

(Translation of registrant’s name into English)

60C Medinat Hayehudim

Herzliya, 4676670

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): ____

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PAinReform Ltd.

The following exhibits are attached:

99.1 PainReform Appoints Senior Pharmaceutical Executive and Finance Veteran Ilan Hadar as Chief Executive Officer

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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: November 25, 2020
By:	/s/ Ilan Hadar
	Ilan Hadar Chief Executive Officer

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Exhibit 99.1

PainReform Appoints Senior Pharmaceutical Executive and Finance Veteran Ilan Hadar as Chief Executive Officer

HERZLIYA, Israel – November 23, 2020 – PainReform Ltd. (NasdaqCM: PRFX) (“PainReform” or the “Company”), a clinical stage specialty pharmaceutical company focused on the reformulation of established therapeutics, today announced the appointment of Ilan Hadar as Chief Executive Officer.

Mr. Hadar brings over 20 years of multinational managerial and corporate experience with pharmaceutical and high-tech companies. Mr. Hadar has been instrumental in building companies from start-ups to hundreds of millions of dollars in operations. Mr. Hadar successfully took part in the development, approval, and launch of new pharmaceutical products in the U.S. and Israel. Mr. Hadar has also been responsible for leading the operations, R&D, manufacturing, regulatory, and corporate finance for premier healthcare companies in the U.S. and Israel.

Prior to joining PainReform, Mr. Hadar served as Country Manager Israel and CFO at Foamix Pharmaceuticals Ltd. (now NASDAQ: VYNE) since 2014, where he was instrumental in building the organization and launching new innovative topical drugs in the U.S., as well as a focus on capital markets and M&A. Prior to Foamix, Mr. Hadar was Finance Director at Pfizer Pharmaceutical Ltd., where he oversaw all commercial, financial and operational activities of the local entity. From 2007 to 2011, Mr. Hadar served as Finance Manager at HP Indigo Ltd, a world-leading company in digital printing. Prior to that, Mr. Hadar was Finance Director at BAE Systems (FTSE: BA), the third largest defence company in the world, where he was responsible for all financial activities of BAE Systems Israel. From 1998 to 2016, Mr. Hadar was Chief Financial Officer at Mango DSP, a global leader of Intelligent Video Solutions, where he was successful in building the company from the incubator stage to a multinational, multi-million dollar revenue-generating company. Mr. Hadar serves on the Board of Directors at Kadimastem, a public Israeli biopharmaceutical company (TASE: KDST). Mr. Hadar received his MBA in Finance and Business Entrepreneurship and B.A. degree at The Hebrew University in Jerusalem Israel.

Dr. Ehud Geller, Chairman of the Board, commented, “We are delighted to announce the appointment of Ilan Hadar as Chief Executive Officer. Ilan is a high caliber industry executive with an impressive track record that will help guide PainReform during this transformative period, as we prepare to commence our pivotal Phase 3 trials for PRF-110. Ilan brings extensive experience in the pharmaceutical industry, including finance, business development and global market adoption of medical products. Ilan’s skill sets, combined with his 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.”

Ilan Hadar, noted, “I am excited to join Pain Reform and help steward the Company through its next phase of growth. I personally believe PRF-110 holds enormous market potential. I believe PRF-110 will play an important role as an alternative to systemic opioids, which have contributed to the opioid epidemic.”

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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 certain forward-looking statements, including statements with regard to PainReform’s proposed clinical trials. Words such as “expects,” “anticipates” and “intends” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions and no assurance can be given that the clinical trials discussed above will be successfully completed. Completion of the proposed clinical trials are subject to numerous factors, many of which are beyond the control of the Company, including, without limitation, failure of the clinical trials, and the risk factors and other matters set forth in the Company’s recent prospectus included in the registration statement, in the form last filed with the SEC. PainReform undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

Contact:

Crescendo Communications, LLC

Tel: 212-671-1021

Email: prfx@crescendo-ir.com

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