Filed pursuant to Rule 424(b)(5)
Registration No. 333-282264
PROSPECTUS SUPPLEMENT
(To prospectus dated October 3, 2024)
PainReform Ltd.
Up to $4,000,000
Ordinary Shares
This prospectus supplement amends and supplements the information in the prospectus, dated October 3, 2024, filed as a part of our registration statement on Form F-3 (File No.
333-282264), or the Registration Statement, as supplemented by our prospectus supplement, dated October 16, 2024, or collectively, the Prior Prospectus, relating to the offering, issuance and sale by us of our ordinary shares, no par value per
share, from time to time that may be issued and sold under the At-the-Market Offering Agreement, dated October 16, 2024, or the Sales Agreement, by and between us and H.C. Wainwright & Co., LLC, or Wainwright, as sales agent. This prospectus
supplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This prospectus
supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus, and any future amendments or supplements thereto.
We are filing this prospectus supplement to amend the Prior Prospectus to update the maximum amount of shares we are eligible to sell under our Registration Statement pursuant to
General Instruction I.B.5 of Form F-3. As a result of these limitations and the current public float of our ordinary shares, and in accordance with the terms of the Sales Agreement, we may offer and sell ordinary shares having an aggregate offering
price of up to $4,000,000 from time to time through Wainwright, which does not include the ordinary shares having an aggregate sales price of approximately $1.35 million that were sold pursuant to the Prior Prospectus to date. In the event that we
may sell additional amounts under the Sales Agreement and in accordance with General Instruction I.B.5, we will file another prospectus supplement prior to making such additional sales.
As of the date of this prospectus supplement, the aggregate market value of our outstanding ordinary shares held by non-affiliates (the “public float”), was approximately $16.27 million, which was
calculated based on 1,457,692 ordinary shares outstanding and held by non-affiliates at a price of $11.16 per share, the closing price of our ordinary shares on the Nasdaq Capital Market on December 19, 2024. During the twelve (12) calendar
months prior to and including the date of this prospectus supplement, we sold securities with an aggregate market value of $1,349,726 pursuant to General Instruction I.B.5 of Form F-3. Pursuant to General Instruction I.B.5 of Form F-3, in no
event will we sell securities in a public primary offering with a value exceeding one-third of our public float in any 12-month calendar period so long as our public float remains below $75.0 million. In the event that we may sell additional
amounts under the Sales Agreement, we will file another prospectus supplement prior to making such additional sales.
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and a smaller reporting company as defined under Rule 405 of the Securities Act, and as such,
we have elected to comply with certain reduced public company reporting requirements.
Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “PRFX.” On December 31, 2024, the last reported sale price of our ordinary shares on the Nasdaq
Capital Market was $3.355 per share.
Investing in the offered securities involves a high degree of risk. Before buying any shares, you should read the discussion of material risks of investing in
our ordinary shares in “Risk Factors” beginning on page S-7 of the Prior Prospectus, and in the risks discussed under similar headings in the documents incorporated by reference in this prospectus supplement and the Prior Prospectus, as they may be
amended, updated or modified periodically in our reports filed with the Securities and Exchange Commission.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY
OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
H.C. Wainwright & Co.
The date of this prospectus supplement is January 2, 2025
