v3.25.2
SHAREHOLDERS' EQUITY
 6 Months Ended
Jun. 30, 2025
Stockholders' Equity Note [Abstract]  
SHAREHOLDERS’ EQUITY
NOTE 7:  SHAREHOLDERS’ EQUITY
 
On January 2, 2025, the Board of Directors of PainReform approved an increase to the Company’s ATM program, pursuant to a written board’s approval dated October 14, 2024. The program allows offerings of up to $4.0 million.
 

Between January 1, 2025, and June 30, 2025, the Company issued 362,960 ordinary shares through an At-the-Market (ATM) offering, generating gross proceeds of approximately $1.34 million, net of $1.25 million transaction costs.

 

On February 20, 2025, the Company’s Board of Directors approved the following resolutions:
 
-
An increase in the Company’s authorized share capital by an additional 7,500,000 ordinary shares with no par value, subject to approval by the shareholders at a general meeting scheduled for April 3, 2025. Upon approval, the total authorized share capital will be 10,000,000 ordinary shares with no par value.
-
An increase in the Company’s employee option pool to 400,000 options for ordinary shares.
 
a.
Warrants and Warrants units
 
The following table summarizes the warrants and warrants units outstanding as of June 30, 2025:
 
Type
Issuance Date
Number of
warrants
Exercise price
Exercisable through
         
Warrants to underwriters (*)
September 3, 2020
125,000
$2,400.0
September 1, 2025
Warrants to underwriters (*)
October 5, 2020
375,000
$2,112.0
September 3, 2025
IPO warrants (*)
September 3, 2020
2,812,170
$2,112.0
September 3, 2025
PIPE warrants
March 11, 2021
232,500
$1,104.0
September 10, 2026
Warrants to PIPE placement agent
March 11,2021
52,173
$1,214.4
March 8, 2026
December 2023 warrants
December 28, 2023
32,753
$85.4
December 28, 2028
Warrants issued to underwriters
April 15, 2024
350,000
$24.00
April 15, 2029
Warrants issued to underwriters
September 11,2024
69,251
$8.0
September 11,2029
Warrants issued to underwriters
December 18, 2024
34,625
$8.0
December 18, 2029
Pre-funded warrants (Note 8)
March 5, 2025
223,792
$0.01
September 5, 2030
Milestone pre-funded warrants (Note 8)
March 5, 2025
685,004
$0.01
September 5, 2030
Warrant-A issued to Bladeranger (Note 8)
March 5, 2025
1,087,565
$3.1
September 5, 2030
Warrant-B issued to Bladeranger (Note 8)
March 5, 2025
1,087,565
$6.4
September 5, 2030
TOTAL
  
7,167,398
    

 

(*) At the date of these financial reports, the warrants had expired

 
  •
Upon full dilution, the exercise of all outstanding warrants would result in the issuance of an additional 3,166,799 ordinary shares of the Company.
 
  •
On March 5, 2025 the Company issued shares and warrants as part of an asset acquisition transaction (Note 6)
 
b.
Share-based compensation:
 
  1.
The 2008 Plan:
 
The share options were expired without being exercised on April 2, 2024.
 
The 2019 Plan:
 
Share options outstanding and exercisable to employees and directors under the 2019 Share Option Plan (the “2019 Plan”) as of June 30, 2025, were as follows:
 
   
Number
of options
    
Weighted
average
exercise
price
    
Weighted
average
remaining
contractual
life
  
                   
Options outstanding as of December 31,2024
    
22,552
    
$
88.32
      
9.17
  
Options granted          
    
197,768
 (*)    
1.36
      
9.70
  
Options exercised          
    
-
      
-
      
-
  
Options expired          
    
-
      
-
      
-
  
Options outstanding as of June 30, 2025
    
220,320
    
$
10.26
      
9.60
  
                         
Options exercisable as of June 30, 2025
    
128,153
    
$
15.22
      
9.49
  
 
(*)On February 20, 2025, the Company’s shareholders approved the grant of 131,568 options to purchase an aggregate of shares to two current board members, and to the chairman of the board of directors. The valuation of the option on the grant date was $443.
 
The following table sets forth the assumptions that were used in determining the fair value of options granted in 2025 to employees in 2019 plan for up to June 30, 2025 and 2024.
 
 
  
2025
    
2024
  
Expected term (years)          
    
5.00-5.81
      
5.00-6.41
  
Risk-free interest rates          
    
4.50
%
    
4.68
%
Volatility          
    
117-120
%
    
97.24
%
Dividend yield          
    
-
      
-
  
Exercise price          
  
$
0.01-3.15
    

$
6.0
  
 

As of June 30, 2025, the unrecognized compensation cost related to all unvested 92,167 options granted under the 2019 Plan, was $261, which is expected to be recognized as an expense over a weighted-average period of 3 years.

 

The Company recognized $389 and $146 during the years ended June 30, 2025, and 2024, respectively, as share-based compensation expenses which was included in general and administrative expenses, and $7 and $52 during the years ended June 30, 2025, and 2024, respectively, as share-based compensation expense which was included in research and development expenses.