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PRF Technologies Ltd.

For the period ended Dec 31, 2025. Filed Mar 26, 2026.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2025 · Filed Mar 26, 2026

PRFX$0.87+14.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

(Mark One)

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______

OR

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No.:001-39481

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

Israel65 Yigal Alon St. Tel Aviv 6744316, IsraelTel: +972 3 7177050
(Jurisdiction of incorporation or organization)(Address of principal executive offices)

Efraim Cohen-Arazi

65 Yigal Alon St.

Tel Aviv, Israel

Tel +972 3 7177051

Email: efi@prf-tec.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class to be registeredTrading Symbol(s)Name of each exchange on which eachclass is to be registered
Ordinary shares, no par value NIS per sharePRFXThe Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2025:830,613 ordinary shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☒
Emerging Growth Company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP ☒

International Financial Reporting Standards as issued by the International Accounting Standards Board ☐

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company.

Yes ☐ No☒

TABLE OF CONTENTS

Page
INTRODUCTION1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1
MARKET, INDUSTRY, AND OTHER DATA3
PART I4
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE4
ITEM 3.KEY INFORMATION4
A.[RESERVED]4
B.Capitalization and Indebtedness4
C.Reasons for the Offer and Use of Proceeds4
D.Risk Factors4
ITEM 4.INFORMATION ON THE COMPANY44
A.History and Development of the Company44
B.Business Overview44
C.Organizational Structure71
D.Property, Plants and Equipment72
ITEM 4A.UNRESOLVED STAFF COMMENTS72
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS72
A.Operating Results75
B.Liquidity and Capital Resources77
C.Research and Development, Patents and Licenses81
D.Trend Information81
E.Critical Accounting Estimates81
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES83
A.Directors and Senior Management83
B.Compensation85
C.Board Practices88
D.Employees102
E.Share Ownership103
FDisclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation103
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS104
A.Major Shareholders104
B.Related Party Transactions105
C.Interests of Experts and Counsel106
ITEM 8.FINANCIAL INFORMATION107
A.Consolidated Statements and Other Financial Information107
B.Significant Changes107
ITEM 9.THE OFFER AND LISTING107
A.Offer and Listing Details107
B.Plan of Distribution107
C.Markets107
D.Selling Shareholders107
E.Dilution107
F.Expenses of the Issue107
ITEM 10.ADDITIONAL INFORMATION108
A.Share Capital108
B.Articles of Association108
C.Material Contracts108
D.Exchange Controls108
E.Taxation108
F.Dividends and Paying Agents120
G.Statement by Experts120
H.Documents on Display120
I.Subsidiary Information120
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK120
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES121
A.Debt Securities121
B.Warrants and rights121
C.Other Securities121
D.American Depositary Shares121
PART II121
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES121
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS121
ITEM 15.CONTROLS AND PROCEDURES121
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT123
ITEM 16B.CODE OF ETHICS123
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES123
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES124
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS124
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT124
ITEM 16G.CORPORATE GOVERNANCE124
ITEM 16H.MINE SAFETY DISCLOSURE126
ITEM 16IDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS126
ITEM 16JINSIDER TRADING POLICIES127
ITEM 16KCYBERSECURITY127
PART III127
ITEM 17.FINANCIAL STATEMENTS127
ITEM 18.FINANCIAL STATEMENTS127
ITEM 19.EXHIBITS128
SIGNATURES132
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.