UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
of the Securities Exchange Act of 1934
For the month of January 2026
Commission File Number: 001-39481
PainReform Ltd.
(Translation of registrant’s name into English)
(Translation of registrant’s name into English)
65 Yigal Alon St., Tel Aviv 6744316
Israel
(Address of principal executive offices)
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 ☐
This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form S-8 (Registration No. 333-257968 and 333-265902) and the Company’s
Registration Statements on Form F-3 (Registration No. 333-282264, 333-254982, 333-276485, 333-277594, 333-283655 and 333-286941), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or
reports subsequently filed or furnished. .
Reference is made to the Report of Foreign Private Issuer on Form 6-K furnished by PainReform Ltd (the “Company”) to the U.S. Securities Exchange Commission on
July 10, 2025 (the “Prior 6-K”).
In connection with the acquisition by the Company of 7,331,378 shares of preferred stock of LayerBio Inc. (“LayerBio”), which at closing will constitute 51% of the issued and outstanding share capital of LayerBio on
a fully diluted basis, pursuant a Preferred Stock Purchase Agreement (the “Purchase Agreement”) dated July 8, 2025, as disclosed in the Prior 6-K (the “Acquisition”), the Company is filing with this Report of Foreign Private Issuer on Form 6-K
(this “Form 6-K”) (i) the unaudited pro forma condensed combined financial information of the Company updated to reflect the effect of the Acquisition as if it had occurred on January 1, 2024 and on June 30, 2025, as Exhibit 99.1, (ii) the
audited financial information of LayerBio for the years ended December 31, 2024 and 2023 as Exhibit 99.2. and (iii) the unaudited condensed financial information of LayerBio for the six months ended June 30, 2025 as Exhibit 99.3.
The unaudited pro forma condensed combined financial information does not necessarily reflect what the Company’s results of operations, balance sheets or cash
flows would have been during the periods presented had the Acquisition been completed in prior periods and does not necessarily indicate what the Company’s results of operations, balance sheets, cash flows or costs and expenses will be in the future.
Exhibit Index
|
Exhibit
No.
|
|
Description
|
|
|
|
|
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: January 7, 2026
|
PAINREFORM LTD.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ehud Geller
|
|
|
|
|
Ehud Geller
|
|
|
|
|
Executive Chairman of the Board and Interim Chief Executive Officer
|
|