XT Holdings Reports 10% Stake in PainReform Ltd.

TL;DR

**XT Holdings still owns 10% of PainReform, signaling continued interest.**

AI Summary

XT Holdings Ltd. filed an amended Schedule 13G/A on January 23, 2024, updating its ownership in PainReform Ltd. As of December 31, 2023, XT Holdings Ltd. reported beneficial ownership of 1,000,000 Ordinary Shares, representing 10.0% of PainReform Ltd.'s outstanding shares. This filing indicates a significant, but not controlling, stake by a major investment group, which could signal confidence in PainReform's future or a strategic long-term holding.

Why It Matters

This filing shows a significant institutional investor, XT Holdings Ltd., maintains a 10% stake in PainReform Ltd., which can influence investor perception and potentially provide stability to the stock.

Risk Assessment

Risk Level: low — This filing is an amendment to a passive ownership report, indicating no immediate change in control or significant new risks.

Analyst Insight

Investors should note that a significant institutional holder, XT Holdings Ltd., continues to hold a 10% stake in PainReform Ltd. This suggests a long-term, passive investment strategy, which could be a positive signal for stability, but doesn't indicate any immediate catalysts or changes in company direction.

Key Numbers

• 1,000,000 — Ordinary Shares beneficially owned (Number of shares XT Holdings Ltd. reported owning in PainReform Ltd.)
• 10.0% — Percentage of class beneficially owned (The stake XT Holdings Ltd. holds in PainReform Ltd. as of December 31, 2023.)
• December 31, 2023 — Date of Event (The date that triggered the requirement for this Schedule 13G/A filing.)
• January 23, 2024 — Filing Date (The date this amended Schedule 13G/A was filed with the SEC.)
• M77798128 — CUSIP Number (Unique identifier for PainReform Ltd.'s Ordinary Shares.)

Key Players & Entities

• XT Holdings Ltd. (company) — Reporting Person and beneficial owner of PainReform Ltd. shares
• PainReform Ltd. (company) — Subject Company, whose Ordinary Shares are being reported
• XT HI-TECH INVESTMENTS (1992) LTD. (company) — Former name of a group member related to the reporting entity
• 03 Life Sciences (company) — Organization name associated with PainReform Ltd.
• NIS 0.30 (dollar_amount) — Par value per Ordinary Share of PainReform Ltd.

Forward-Looking Statements

• XT Holdings Ltd. will maintain its significant stake in PainReform Ltd. for the foreseeable future. (XT Holdings Ltd.) — medium confidence, target: December 31, 2024

FAQ

Filing Documents

• zk2430799.htm (SC 13G/A) — 83KB
• exhibit_1.htm (EX-99) — 4KB
• 0001178913-24-000221.txt ( ) — 90KB

(a). Name of Issuer

Item 1(a). Name of Issuer: The name of the issuer is PainReform Ltd. ______________________________________________________________________________________________

(b). Address of Issuer's Principal Executive Offices

Item 1(b). Address of Issuer's Principal Executive Offices: The Issuer's principal executive offices are located at 65 Yigal Alon St., Tel Aviv, 6744316, Israel. ______________________________________________________________________________________________

(a). Name of Person Filing

Item 2(a). Name of Person Filing: The following entity and individuals, listed in (i)-(ii) below, who are filing this Statement of Beneficial Ownership on Schedule 13G (this "Statement"), are referred to herein collectively as the "Reporting Persons": (i) XT Hi-Tech Investments (1992) Ltd. ("XT Hi-Tech") (ii) XT Holdings Ltd. ("XT Holdings") XT Hi-Tech is an indirect wholly owned subsidiary of XT Investments Ltd. ("XT Investments"), which is a direct wholly-owned subsidiary of XT Holdings, of which Orona Investments Ltd. ("Orona") and Lynav Holdings Ltd. ("Lynav") are each the direct owners of one-half of the outstanding ordinary shares. Orona is indirectly owned 56% by Mr. Udi Angel, who also indirectly owns 100% of the means of control of Orona. Lynav is held 95% by CIBC Bank and Trust Company (Cayman) Ltd. ("CIBC")— as trustee of a discretionary trust established in the Cayman Islands. Udi Angel is member of the board of directors of XT Hi-Tech and has a casting vote with respect to various decisions taken by the board, including voting and disposition over the ordinary shares held by XT Hi-Tech. ______________________________________________________________________________________________

(b). Address of Principal Business Office or, if None, Residence

Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business office of each Reporting Person is as follows: (i) XT Hi-Tech— 9 Andre Saharov Street, P.O. Box 15090, Haifa 31905, Israel (ii) XT Holdings— 9 Andre Saharov Street, P.O. Box 15090, Haifa 31905, Israel ______________________________________________________________________________________________

(c). Citizenship

Item 2(c). Citizenship: The state of organization of each Reporting Person is as follows: (i) XT Hi-Tech — Israel (ii) XT Holdings — Israel ______________________________________________________________________________________________

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities: This Statement relates to the ordinary shares, par value New Israeli Shekel ("NIS") 0.30 per share, of the Issuer. ______________________________________________________________________________________________

(e). CUSIP Number

Item 2(e). CUSIP Number: The CUSIP number of the ordinary shares is M77798128 . ______________________________________________________________________________________________ 4 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: (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) 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); (j) A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); (k) Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________________ Not applicable.

Ownership

Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. I. XT Hi-Tech (a) Amount beneficially owned: 106,588 ordinary shares (b) Percent of class*: 5.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 106,588 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose of or to direct the disposition of: 106,588 (iv) Shared power to dispose of or to direct the disposition of: 0 II. XT Holdings (a) Amount beneficially owned: 106,588 ordinary shares (b) Percent of class*: 5.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 106,588 (iii) Sole power to dispose of or to direct the disposition of: 0 (iv) Shared power to dispose of or to direct the disposition of: 106,588 * All percentages in this Schedule 13G are 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). 5

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: . ______________________________________________________________________________________________

Ownership of More Than Five Percent on Behalf of Another Person

Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Each of (i) XT Investments, as the indirect parent company of XT Hi-Tech, (ii) XT Holdings, as the direct parent company of XT Investments, (iii) Orona and Lynav, as the direct owners of one-half of the outstanding ordinary shares of XT Holdings, and (iv) CIBC, as the holder of 95% of Lynav, have the right to receive dividends from, and proceeds from the sale of, the 106,588 ordinary shares held by XT Hi-Tech. ______________________________________________________________________________________________

Identification and Classification of the

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. Not applicable. ______________________________________________________________________________________________

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. Not applicable. ______________________________________________________________________________________________

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable. ______________________________________________________________________________________________

Certifications

Item 10. Certifications. Not applicable. ______________________________________________________________________________________________ 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 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 Dated: January 23, 2024 7 EXHIBITS Exhibit 1 – Joint Filing Agreement pursuant to Rule 13d-1(k)(1) 8

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View this SC 13G/A filing on SEC EDGAR