SEC Form SC 13G/A filed by PainReform Ltd. (Amendment)
Ordinary Shares, par value NIS 0.30 per share
(Title of Class of Securities)
(CUSIP Number)
CUSIP No. M77798128
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13G
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Page 2 of 8 Pages
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1.
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Names of Reporting Persons.
XT Hi-Tech Investments (1992) Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Israel
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
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5.
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Sole Voting Power
106,588 (1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
106,588 (1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
106,588 (1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount in Row (9)
5.2% (2)
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12.
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Type of Reporting Person (See Instructions)
CO
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(1) |
On June 8, 2023, PainReform Ltd. (the “Issuer”) effected a reverse share split of its ordinary shares, par value NIS 0.30 per share (the “ordinary shares”), at the ratio of 1-for-10, such that each ten (10) ordinary shares were
consolidated into one (1) ordinary share. Unless indicated otherwise by the context, all ordinary share amounts in this report have been adjusted to give effect to the reverse share split.
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(2) |
This percentage is based on 2,026,243 ordinary shares of the Issuer’s issued and outstanding share capital as of January 11, 2024, which number appeared in the Issuer’s registration statement on Form F-3, filed with the Securities
and Exchange Commission (“SEC”) on January 12, 2024 (File No. 333-276485).
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CUSIP No. M77798128
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13G
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Page 3 of 8 Pages
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1.
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Names of Reporting Persons.
XT Holdings Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Israel
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
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5.
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Sole Voting Power
106,588 (1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
106,588 (1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
106,588 (1)
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||
10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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||
11.
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Percent of Class Represented by Amount in Row (9)
5.2% (2)
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12.
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Type of Reporting Person (See Instructions)
CO
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(1) |
Consists entirely of the 106,588 ordinary shares held by XT Hi-Tech Investments (1992) Ltd., which is an indirect, wholly-owned subsidiary of the Reporting Person with which the Reporting Person shares beneficial ownership as a
result of the Reporting Person’s indirect, 100% control of the equity securities thereof. See Item 4.
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(2) |
This percentage is based on 2,026,243 ordinary shares of the Issuer’s issued and outstanding share capital as of January 11, 2024, which number appeared in the Issuer’s registration statement on Form F-3, filed with the SEC on
January 12, 2024 (File No. 333-276485).
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(i) |
XT Hi-Tech Investments (1992) Ltd. (“XT Hi-Tech”)
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(ii) |
XT Holdings Ltd. (“XT Holdings”)
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(i) |
XT Hi-Tech— 9 Andre Saharov Street, P.O. Box 15090, Haifa 31905, Israel
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(ii) |
XT Holdings— 9 Andre Saharov Street, P.O. Box 15090, Haifa 31905, Israel
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(i) |
XT Hi-Tech — Israel
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(ii) |
XT Holdings — Israel
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Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐ |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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☐ |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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☐ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i)
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☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________________
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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I. |
XT Hi-Tech
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(a) |
Amount beneficially owned: 106,588 ordinary shares
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(b) |
Percent of class*: 5.2%
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote: 106,588
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(ii) |
Shared power to vote or to direct the vote: 0
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(iii) |
Sole power to dispose of or to direct the disposition of: 106,588
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(iv) |
Shared power to dispose of or to direct the disposition of: 0
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II. |
XT Holdings
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(a) |
Amount beneficially owned: 106,588 ordinary shares
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(b) |
Percent of class*: 5.2%
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote: 0
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(ii) |
Shared power to vote or to direct the vote: 106,588
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(iii) |
Sole power to dispose of or to direct the disposition of: 0
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(iv) |
Shared power to dispose of or to direct the disposition of: 106,588
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XT HI-TECH INVESTMENTS (1992) LTD.
By: /s/ Assif Stoffman
Name: Assif Stoffman
Title: Vice President
XT HOLDINGS LTD.
By: /s/ Ori Angel
Name: Ori Angel
Title: Director
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