PainReform (now PRF Technologies) agrees to buy DeepSolar business for shares and warrants

The deal terms

PainReform Ltd. (Nasdaq: PRFX), now PRF Technologies Ltd., signed a definitive agreement to acquire 100% of the business activity of DeepSolar from BladeRanger Ltd, which is listed on the Tel Aviv Stock Exchange under the ticker BLRN. The 6-K release describes the deal as a move well outside PainReform's pharmaceutical work. The release carries the dateline February 18, 2024 although it was furnished in 2025. The release expects the closing before the end of February 2025, subject to customary conditions.

PainReform would receive DeepSolar's agreements, intellectual property, accounts receivable, equipment, customer relationships and reputation, and the My DeepSolar app and platform. In return, BladeRanger would receive 178,769 PainReform ordinary shares, which the release says equals 9.9% of the share capital after issuance. It would also receive 223,792 pre-funded warrants, 685,004 pre-funded milestone warrants, and 1,087,565 warrants-A and 1,087,565 warrants-B, each exercisable for the same number of ordinary shares. BladeRanger may not exercise any warrant that would take its holding above 9.99% of the share capital. Certain BLRN employees will sign employment agreements with PainReform.

The release gives no price or valuation for DeepSolar, and it gives no revenue, earnings or customer figures for the business. It does not say what the warrants would be worth.

From signing until ninety days after closing, PainReform may not issue or announce ordinary shares or equivalents, or file a registration statement, except as the agreement contemplates. It must register the securities with the SEC within sixty days of closing.

What DeepSolar does, and what the release claims

The release describes DeepSolar as an AI-driven solar analytics platform. Its software connects to SCADA systems through a central dashboard and offers real-time monitoring, performance analytics and automated maintenance. It serves large solar operators in the commercial market and homeowners through a mobile app. The release says the platform can cut operational costs by up to 30% and that DeepSolar is in the process of establishing a diverse customer base, including utility-scale operators and independent power producers.

The market figures come from outside sources the release cites. One is a Solar Industry Research Data estimate that the global residential solar market was worth $94.2 billion in 2024 and will grow 8% a year to 2034. The other is a SolarPower Europe report, which the release says shows the solar market growing at an annual rate of 25.32%. The release repeats both figures without saying how PainReform checked them.

PainReform's own position

PainReform describes itself as a clinical-stage specialty pharmaceutical company that reformulates established therapeutics. Its extended-release drug delivery system is designed to give an extended period of post-surgical pain relief without repeated dosing, and to reduce the potential need for opiates. Its initial product candidate is PRF-110.

The release's forward-looking statements list, among the risks, the company's ability to continue as a going concern, its history of significant losses and its need to raise additional capital. It also lists the company's ability to maintain its Nasdaq Capital Market listing. The release gives no cash balance or loss figures for PainReform.

The company says it remains committed to its drug delivery work. The release says the existing management team and board remain in place; it lists Dr. Ehud Geller as chairman and interim chief executive officer. The acquisition would add a business with its own staff, customers and a software product, while PainReform's pharmaceutical programs remain clinical-stage.

What comes next

The deal's stated next step is closing, expected before the end of February 2025. After closing, PainReform has sixty days to register the issued securities with the SEC. The release does not say how the company will fund DeepSolar's operations, or what the business's own cash position is.

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