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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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PRF Technologies Ltd. (Name of Issuer) |
Ordinary shares, no par value (Title of Class of Securities) |
(CUSIP Number) |
Hadar Shamir S.H.N. Financial Investments Ltd., 3 Arik Einstein Street Herzliya, L3, 4610301 000-000-0000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/24/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
S.H.N. Financial Investments Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
200,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.716 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary shares, no par value |
| (b) | Name of Issuer:
PRF Technologies Ltd. |
| (c) | Address of Issuer's Principal Executive Offices:
65 Yigal Alon Street, Tel Aviv,
ISRAEL
, 6744316. |
| Item 2. | Identity and Background |
| (a) | S.H.N. Financial Investments Ltd. ("S.H.N.") is an Israeli company incorporated in 2009. The address of its principal office and principal place of business is 3 Arik Einstein Street, Herzliya, Israel 4610301. Hadar Shamir and Nir Shamir each own 50% of S.H.N., have shared voting and dispositive power over the securities held by S.H.N., and are the control persons of S.H.N. Nir Shamir serves as the Chief Executive Officer of S.H.N. The principal business address of each of Hadar Shamir and Nir Shamir is 3 Arik Einstein Street, Herzliya 4610301, Israel. |
| (b) | The information set forth in Item 2(a) of this Schedule 13D is hereby incorporated by reference into this Item 2(b). |
| (c) | The information set forth in Item 2(a) of this Schedule 13D is hereby incorporated by reference into this Item 2(c). |
| (d) | During the last five years, none of S.H.N., Hadar Shamir nor Nir Shamir (i) have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
| (e) | The information set forth in Item 2(d) of this Schedule 13D is hereby incorporated by reference into this Item 2(e). |
| (f) | Israel |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Ordinary Shares reported herein were acquired with the working capital of the Reporting Person (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). | |
| Item 4. | Purpose of Transaction |
On September 24, 2026, S.H.N. delivered a letter to the Issuer demanding that the Issuer convene a special general meeting of shareholders. In such letter, the S.H.N. requested that the agenda of the special general meeting include proposals to (i) remove the current members of the Issuer's board of directors other than Dr. Ellen S. Baron and Augustine Lawlor and (ii) elect S.H.N.'s nominees to the Issuer's board of directors. A copy of the letter is attached hereto as Exhibit 1. S.H.N. believes that changes to the composition of the Issuer's board of directors are necessary in order to enhance shareholder value and improve oversight of the Issuer's business and operations. S.H.N. intends to engage in discussions with the Issuer's board of directors, management, shareholders and other interested parties regarding the foregoing matters and may take such actions as they determine appropriate in connection therewith, including seeking shareholder support for the proposals described above. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information included herein is based on a total of 3,499,144 Ordinary Shares of the Issuer outstanding as of September 2, 2026 (as reported in the Issuer's post-effective amendment no. 1 to the registration statement on Form F-1 filed with the Securities and Exchange Commission on September 3, 2026). S.H.N. has the sole dispositive and sole voting power over 200,000 Ordinary Shares, no par value, representing in the aggregate approximately 5.716% of the outstanding share capital of the Issuer. Hadar Shamir and Nir Shamir do not directly own any Ordinary Shares. Hadar Shamir and Nir Shamir, by virtue of each owning 50% of S.H.N., sharing voting and dispositive power over the securities held by S.H.N. and serving as control persons of S.H.N., may each be deemed to beneficially own the 200,000 directly owned by S.H.N., representing approximately 5.716% of the outstanding Ordinary Shares of the Issuer. |
| (b) | The information set forth in Item 5(a) of this Schedule 13D is hereby incorporated by reference into this Item 5(b). |
| (c) | Schedule A annexed hereto lists all transactions in securities of the Issuer during the past 60 days. All of such transactions were effected in the open market. |
| (d) | Except as set forth in Item 4 above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares reported herein. |
| (e) | N/A. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1: Demand to Convene Special General Meeting of the Shareholders of PRF Technologies Ltd., dated September 24, 2026. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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