PainReform Ltd. Acquires DeepSolar: A Strategic Growth Move in AI Solar Analytics

Based on the provided financial report (Form 6-K) for PainReform Ltd., here are the key insights and important information extracted:

General Information:

• Company Name: PainReform Ltd.
• Commission File Number: 001-39481
• Report Date: February 18, 2025
• Address: 65 Yigal Alon St., Tel Aviv 6744316, Israel

Business Acquisition:

• Acquisition Target: DeepSolar technology, an AI-driven solar analytics platform owned by BladeRanger Ltd. (BLRN).
• Acquisition Date: Agreement was entered into on February 17, 2025.
• Acquired Assets Include:
• Agreements and intellectual property
• Accounts receivable and equipment
• Customer relations and reputation
• The "My DeepSolar" application and platform

Consideration for Acquisition:

• Payment Structure:
• 178,769 ordinary shares of PainReform (9.9% of post-issuance share capital)
• 223,792 pre-funded warrants to purchase 223,792 ordinary shares
• 685,004 pre-funded milestone warrants to purchase 685,004 ordinary shares
• 1,087,565 warrants-A and warrants-B, each to purchase 1,087,565 ordinary shares

Conditions and Restrictions:

• Warrant Exercise Limitation: BLRN cannot exercise any warrants if it results in holding more than 9.99% of PainReform’s ordinary shares post-exercise.
• Restriction Period: From the date of the Agreement until 90 days after closing, PainReform is restricted from issuing any ordinary shares or equivalents, except as per the Agreement.
• Registration Commitment: PainReform will register the securities with the SEC within 60 days post-closing.

Closing and Management:

• Expected Closing: The acquisition is expected to be consummated by the end of February 2025, pending customary closing conditions.
• Management Change: No changes in PainReform’s management or board of directors are expected as a result of the acquisition.

Forward-Looking Statements:

• The report contains forward-looking statements regarding the acquisition, emphasizing that the completion is subject to conditions that may not be satisfied.

Additional Notes:

• A press release titled "PainReform Executes Definitive Agreement to Acquire DeepSolar, Marking a Unique Expansion Opportunity" was issued on February 18, 2025.

This summary encapsulates the significant aspects of the report, particularly focusing on the acquisition and its implications for PainReform Ltd.