PRF Technologies Ltd. (NASDAQ: PRFX) has filed a 424B3 prospectus supplement registering 7,500,000 ordinary shares for potential resale by YA II PN, LTD., the investment fund managed by Yorkville Advisors. The registered block represents approximately 247% of the company's 3,041,830 shares currently outstanding, signaling substantial dilution capacity if fully drawn.

Structure of the Facility

The shares are issuable under a $15.0 million Standby Equity Purchase Agreement (SEPA), sometimes called an equity line of credit (ELOC). Under the terms, PRFX can direct Yorkville to purchase shares at a price equal to 97% of the lowest of three daily volume-weighted average prices (VWAPs) during a specified pricing period. Two structural features are notable:

• No floor price. The agreement does not set a minimum per-share price at which shares may be issued to Yorkville, meaning drawdowns can occur at any price level regardless of how low the stock trades.
• Variable-rate pricing. Because the purchase price resets to a discount off the lowest of three VWAPs, the mechanism can produce progressively lower issuance prices in a declining market, requiring more shares to raise the same dollar amount — a self-reinforcing dilution dynamic.

These features — flagged in SEC guidance as characteristics of variable-rate transactions — give the company financing flexibility but shift price risk entirely to existing shareholders.

Layered on a Prior Facility

The filing is the company's second ELOC arrangement with Yorkville in rapid succession. PRFX had already entered a separate $10.0 million SEPA with the same counterparty, drawing down funds as recently as May 2026. Stacking a new $15 million facility on top of that earlier commitment expands the total registered dilution pipeline and increases the share overhang available for resale into the open market.

Reverse Split Context

PRFX executed a 1-for-5 reverse stock split in February 2026, consolidating its share count. The current outstanding figure of roughly 3.04 million shares reflects that post-split base. Registering 7.5 million new shares — more than double the post-split float — effectively reverses a significant portion of the consolidation's structural effect on per-share metrics if the facility is fully utilized.

Float Mechanics

Because Yorkville is named as the selling shareholder, shares purchased under the SEPA are expected to be resold into the public market rather than held long-term. The prospectus covers the resale of all 7.5 million shares, meaning the full registered amount could enter the public float over time. The pace of dilution depends on how frequently and at what size PRFX submits advance notices to Yorkville, a decision that remains at the company's discretion.

The 97% pricing discount to the lowest of three VWAPs, combined with the absence of a price floor, positions Yorkville to acquire shares at a consistent discount to prevailing market prices across any trading environment.