SecProbe.io

CORRESP
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 PainReform Ltd.
 65 Yigal Alon St.
 Tel Aviv, Israel 6744316

 May 7, 2025

 VIA EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, DC 20549

 RE:
 PainReform Ltd. (CIK  0001801834)
 Registration Statement No. 333-286941 on Form F-3 (the “Registration Statement”)

 Ladies and Gentlemen:

 PainReform Ltd. hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended,
 so that it may become effective on May 9, 2025 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

 The undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, P.A., by calling
 Eyal Peled at +1 646.266.4658. The Company hereby authorizes Mr. Peled to orally modify or withdraw this request for acceleration.

 Very truly yours,

 PAINREFORM LTD.

 By:

 /s/ Eyal Broder

 Eyal Broder
 Interim Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 7, 2025

Ehud Geller
Interim Chief Executive Officer
PainReform Ltd.
65 Yigal Alon St.
Tel Aviv, Israel 6744316

 Re: PainReform Ltd.
 Registration Statement on Form F-3
 Filed May 2, 2025
 File No. 333-286941
Dear Ehud Geller:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Gary Emmanuel, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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    PainReform Ltd.

    65 Yigal Alon St.

    Tel Aviv, Israel 6744316

    December 11, 2024

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, DC 20549

            RE:

            PainReform Ltd. (CIK  0001801834)

              Registration Statement No. 333-283655 on Form F-3 (the “Registration Statement”)

    Ladies and Gentlemen:

    PainReform Ltd. hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended,
      so that it may become effective on December 12, 2024 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

    The undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, P.A., by calling
      Eyal Peled at +1 212.801.9210. The Company hereby authorizes Mr. Peled to orally modify or withdraw this request for acceleration.

            Very truly yours,

            PAINREFORM LTD.

            By:

            /s/ Ehud Geller

            Ehud Geller

              Interim Chief Executive Officer

December 11, 2024
Ehud Geller, Ph.D.
Interim Chief Executive Officer and Director
PainReform Ltd.
65 Yigal Alon St.
Tel Aviv, Israel 6744316
Re:PainReform Ltd.
Registration Statement on Form F-3
Filed December 6, 2024
File No. 333-283655
Dear Ehud Geller Ph.D.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Gary Emmanuel, Esq.

CORRESP
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      PainReform Ltd.

      65 Yigal Alon St.

      Tel Aviv, Israel 6744316

      October 1, 2024

      VIA EDGAR

      Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, DC 20549

              RE:

              PainReform Ltd. (CIK  0001801834)

              Registration Statement No. 333-282264 on Form F-3
                    (the “Registration Statement”)

      Ladies and Gentlemen:

      PainReform Ltd. hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
        pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it may become effective on October 3, 2024 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

      The undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by
        telephone call to our counsel, Greenberg Traurig LLP, by calling Eyal Peled at +1 646.266.4658. The Company hereby authorizes Mr. Peled to orally modify or withdraw this request for acceleration.

              Very truly yours,

              PAINREFORM LTD.

              By:

              /s/ Ehud Geller

              Ehud Geller

                Interim Chief Executive Officer

September 24, 2024
Ehud Geller, Ph.D.
Interim Chief Executive Officer
PainReform Ltd.
65 Yigal Alon St.
Tel Aviv, Israel 6744316
Re:PainReform Ltd.
Registration Statement on Form F-3
Filed September 20, 2024
File No. 333-282264
Dear Ehud Geller, Ph.D.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Mark Selinger, Esq.

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      PainReform Ltd.

      4 Bruria St., Tel Aviv

      6745442, Israel

      January 18, 2024

      VIA EDGAR

      Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, DC 20549

              Re:

              PainReform Ltd.

              Registration Statement on Form F-3

              File No. 333-276485

      Ladies and Gentlemen:

      PainReform Ltd. (the “Registrant”)
        hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities
            Act”), so that it may become effective on January 19, 2024 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

      The undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by
        telephone call to our counsel, Greenberg Traurig, LLP, by calling Eyal Peled at +1 646-266-4658. The Company hereby authorizes Mr. Peled to orally modify or withdraw this request for acceleration.

              Very truly yours,

              PAINREFORM LTD.

              By:

              /s/ Ilan Hadar

              Ilan Hadar

                Chief Executive Officer

      cc: Eyal Peled (Greenberg Traurig, LLP)

United States securities and exchange commission logo
January 18, 2024
Ilan Hadar
Chief Executive Officer
PainReform Ltd.
65 Yigal Alon St.
Tel Aviv, Israel 6744316
Re:PainReform Ltd.
Registration Statement on Form F-3
Filed January 12, 2024
File No. 333-276485
Dear Ilan Hadar:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cindy Polynice at 202-551-8707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gary Emmanuel, Esq.

CORRESP
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      PainReform Ltd.

      65 Yigal Alon St.

      Tel Aviv, Israel 6744316

      August 30, 2023

      VIA EDGAR

      Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, DC 20549

              RE:

              PainReform Ltd. (CIK 0001801834)

              Registration Statement No. 333-274220 on Form F-1 (the “Registration Statement”)

      Ladies and Gentlemen:

      PainReform Ltd. (the “Registrant”)
        hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities
            Act”), so that it may become effective on September 1, 2023 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

      The undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by
        telephone call to our counsel, Greenberg Traurig, P.A., by calling Eyal Peled at (646) 266-4658. The Company hereby authorizes Mr. Peled to orally modify or withdraw this request for acceleration.

              Very truly yours,

              PAINREFORM LTD.

              By:

              /s/ Ilan Hadar

              Ilan Hadar

                Chief Executive Officer

United States securities and exchange commission logo
August 30, 2023
Ilan Hadar
Chief Executive Officer
PainReform Ltd.
65 Yigal Alon St.
Tel Aviv, Israel 6744316
Re:PainReform Ltd.
Registration Statement on Form F-1
Filed August 25, 2023
File No. 333-274220
Dear Ilan Hadar:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gary M. Emmanuel

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      PainReform Ltd.

      4 Bruria St., Tel Aviv

      6745442, Israel

      September 13, 2021

      Securities and Exchange Commission

        Division of Corporation Finance

        100 F Street, N.E.

        Washington, D.C.  20549

              Re:

                PainReform Ltd.

              Registration Statement on Form F-3

                File No. 333-259318

      VIA EDGAR

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, PainReform Ltd. (the “Registrant”) hereby respectfully requests that
        the effectiveness of the Registration Statement on Form F-3 (File No. 333-259318) of the Registrant (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will be declared
        effective at 4:00 p.m., Eastern Time, on September 13, 2021 or as soon thereafter as may be practicable.

      The undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will & Emery LLP, by
        calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

                  Very truly yours,

                  PAINREFORM LTD.

                  By: /s/ Ilan Hadar

                  Name: Ilan Hadar

                  Title: Chief Executive Officer

      cc: Gary Emmanuel (McDermott Will & Emery LLP)

United States securities and exchange commission logo
September 9, 2021
Ilan Hadar
Chief Executive Officer
PAINREFORM LTD.
4 Bruria St.
Tel Aviv, Israel 6745442
Re:PAINREFORM LTD.
Registration Statement on Form F-3
Filed September 3, 2021
File No. 333-259318
Dear Mr. Hadar:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Ansart at (202) 551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gary Emmanuel

CORRESP
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    PainReform Ltd.

    4 Bruria St.

    Tel Aviv 6745442, Israel

    April 8, 2021

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            PainReform Ltd.

            Registration Statement on Form F-1

              File No. 333-254982

    VIA EDGAR

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, PainReform Ltd. (the “Company”) hereby respectfully requests that the effectiveness of the Registration Statement
      on Form F-1 (File No. 333-254982) of the Company (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:30 p.m., Eastern Time, on April 9, 2021 or as soon thereafter as may be
      practicable.

    The undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will & Emery LLP, by
      calling Gary Emmanuel at +1 212 547 5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

            Very truly yours,

            PAINREFORM LTD.

            By:

            /s/ Ilan Hadar

            Name:

            Ilan Hadar

            Title:

            Chief Executive Officer

    cc: Gary Emmanuel (McDermott Will & Emery LLP)

United States securities and exchange commission logo
April 6, 2021
Ilan Hadar
Chief Executive Officer
PainReform Ltd.
4 Bruria St.
Tel Aviv, Israel
Re:PainReform Ltd.
Registration Statement on Form F-1
Filed April 1, 2021
File No. 333-254982
Dear Mr. Hadar:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Deanna Virginio at 202-551-4530 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gary Emmanuel, Esq.

CORRESP
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August 27, 2020

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    PainReform Ltd.

Registration Statement on Form F-1, as amended (File
No. 333-239576)

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as the underwriter of the proposed offering of PainReform Ltd. (the “Company”),
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness
for 4:00 p.m., Eastern Time, on Monday, August 31, 2020, or as soon thereafter as is practicable.

Pursuant to Rule 460 of
the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 334 copies of the Preliminary
Prospectuses dated August 5, 2020, August 10, 2020 and August 24, 2020 have been distributed to prospective dealers, institutional
investors, retail investors and others.

The undersigned advises
that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of
1934, as amended.

    Very truly yours,

    Maxim Group LLC

    By:
    /s/ Clifford A. Teller

    Name: Clifford A. Teller
 Title: Head of Investment Banking, Executive

                                    Managing Director

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PainReform Ltd.

60C Medinat Hayehudim

Herzliya, 4676670, Israel

August 27, 2020

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

United States Securities and Exchange Commission

Washington, D.C. 20549

    Attention:
    Alan Campbell

    Ameen Hamady

    Al Pavot

    Christine Westbrook

    Re:
    PainReform Ltd.

    Registration Statement on Form F-l

    File No. 333-239576

Ladies and Gentlemen:

PainReform Ltd. (the “Registrant”)
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the
above-referenced Registration Statement on Form F-1 to become effective on Monday, August 31, 2020, at 4:00 p.m., Eastern Time,
or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff
of the Commission. The Registrant hereby authorizes each of Steven Glusband and Guy Ben-Ami of Carter Ledyard & Milburn LLP,
counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been
declared effective, please orally confirm that event with Steven Glusband of Carter Ledyard & Milburn, LLP, counsel to the
Registrant, at (917) 806-6715, or in his absence, Guy Ben- Ami at (646) 256-4164.

Very truly yours,

PainReform Ltd.

By:	/s/ Ehud Geller

Name:	Ehud Geller

Title:	Executive Chairman

CORRESP
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        Carter Ledyard & Milburn llp

        Counselors at Law

        2 Wall Street

        New York, NY 10005-2072

        •

        Tel (212) 732-3200

        Fax (212) 732-3232

        570 Lexington Avenue

        New York, NY 10022-6856

        (212) 371-2720

                                   August 10, 2020

By Email

Mr. Ameen Hamady

Division of Corporation Finance

Office of Life Sciences

United States Securities and Exchange Commission

Washington, D.C. 20549

 Re: PainReform Ltd.

Amendment No. 1 to Registration Statement on Form F-l

Filed August 5, 2020

File No. 333-239576

Dear Mr. Hamady:

Set forth below
are the responses of PainReform Ltd. (the “Company”) to the comments of the staff of the Securities and Exchange Commission
(the “Staff”) regarding Amendment No. 1 to its Registration Statement on Form F-1 that was submitted on August 5, 2020.
Concurrently with this letter, the Company is submitting Amendment No. 2 to the Company’s Registration Statement.

We have repeated the Staff’s comment
in italics and set forth our response in plain type below the comment.

Form F-1/A filed on August 5, 2020

Selected Financial Data, page 7

1. Given the expected conversion of all your outstanding preferred
shares, convertible debt and convertible notes immediately before the closing of this offering, please provide pro forma EPS data
here and on page 42 per Rule 11-01(a)(8) of Regulation S-X.

We have provided the requested pro forma
data in response to the Staff’s comment.

Please feel free to contact me at 212-238-8605
or Guy Ben-Ami at 212-238-8658 if you have questions regarding the responses or the accompanying amendment.

    Very truly yours,

    /s/ Steven J. Glusband

    Steven J. Glusband

SJG:gb

Enclosure

United States securities and exchange commission logo
August 7, 2020
Eli Hazum
Acting Chief Executive Officer
PainReform Ltd.
60C Medinat Hayehudim
Herzliya, 4676670, Israel
Re:PainReform Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed August 5, 2020
File No. 333-239576
Dear Mr. Hazum:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Form F-1/A filed on August 5, 2020
Selected Financial Data, page 7
1.Given the expected conversion of all your outstanding preferred shares, convertible debt
and convertible notes immediately before the closing of this offering, please provide pro
forma EPS data here and on page 42 per Rule 11-01(a)(8) of Regulation S-X.

 FirstName LastNameEli Hazum
 Comapany NamePainReform Ltd.
 August 7, 2020 Page 2
 FirstName LastName
Eli Hazum
PainReform Ltd.
August 7, 2020
Page 2
            You may contact Ameen Hamady at 202-551-3891 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Glusband, Esq.

CORRESP
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    Carter Ledyard & Milburn llp

                                                                    Counselors
                                         at Law

    Steven J. Glusband

        Partner

        •

        Direct Dial: 212-238-8605

        E-mail: glusband@clm.com

    2 Wall Street

New York, NY 10005-2072

•

Tel (212) 732-3200

Fax (212) 732-3232

    570 Lexington Avenue

New York, NY 10022-6856

(212) 371-2720

August 5,
2020

By Email

Alan Campbell,
Esq.

Division
of Corporation Finance

Office
of Life Sciences

United
States Securities and Exchange Commission

Washington,
D.C. 20549

Re:  PainReform
                                         Ltd.

                                         Registration Statement on Form F-l

    Filed
                                         June 30, 2020

    File
                                         No. 333-239576

Dear
Mr. Campbell:

Set forth below
are the responses of PainReform Ltd. (the “Company”) to the comments of the staff of the Securities and Exchange Commission
(the “Staff”) regarding its Registration Statement on Form F-1 that was submitted on June 30, 2020. Concurrently with
this letter, the Company is submitting Amendment No. 1 to the Company’s Registration Statement.

We have repeated the Staff’s comments
in italics and set forth our responses in plain type below the comment.

Registration Statement on Form F-1 filed June 30, 2020

Management's Discussion & Analysis of Financial Condition and
Results of Operations, page 43

1.       We note your response
to comment 1, which we reissue in part. We note you continue to state your conclusion that your drug-delivery system prolongs the
in vivo activity of APIs thus increasing the therapeutic window for treatment (for example, page 43 and page 52). Please revise
your document to remove all such statements.

We have revised the disclosure in response
to the Staff’s comment.

    Letter to SEC

    Page 2

Shares Eligible for Future Sale, page 98

2.       We note your disclosure
concerning the registration rights granted to certain purchasers of your preferred shares in November 2008. We also note the Investors'
Rights Agreement filed as Exhibit 10.8. Please revise your disclosure to clarify if the disclosure concerning the Registration
Rights Agreement is referring to the Investors' Rights Agreement or if there is a separate agreement with your investors that provides
for additional registration rights.

We have revised the disclosure in response
to the Staff’s comment to indicate that the Investors’ Rights Agreement provides certain registration rights.

Please feel free to contact me at 212-238-8605
or Guy Ben-Ami at 212-238-8658 if you have questions regarding the responses or the accompanying amendment.

    Very truly yours,

    /s/ Steven J. Glusband

    Steven J. Glusband

SJG:gb

Enclosure

United States securities and exchange commission logo
July 9, 2020
Eli Hazum
Acting Chief Executive Officer
PainReform Ltd.
60C Medinat Hayehudim
Herzliya, 4676670, Israel
Re:PainReform Ltd.
Registration Statement on Form F-1
Filed June 30, 2020
File No. 333-239576
Dear Mr. Hazum:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed June 30, 2020
Management's Discussion & Analysis of Financial Condition and Results of Operations, page 43
1.We note your response to comment 1, which we reissue in part. We note you continue to
state your conclusion that your drug-delivery system prolongs the in vivo activity of APIs
thus increasing the therapeutic window for treatment (for example, page 43 and page 52).
Please revise your document to remove all such statements.

Shares Eligible for Future Sale, page 98
2.We note your disclosure concerning the registration rights granted to certain purchasers of
your preferred shares in November 2008. We also note the Investors' Rights Agreement
filed as Exhibit 10.8. Please revise your disclosure to clarify if the disclosure concerning

 FirstName LastNameEli Hazum
 Comapany NamePainReform Ltd.
 July 9, 2020 Page 2
 FirstName LastName
Eli Hazum
PainReform Ltd.
July 9, 2020
Page 2
the Registration Rights Agreement is referring to the Investors' Rights Agreement or if
there is a separate agreement with your investors that provides for additional registration
rights.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Ameen Hamady at 202-551-3891 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Glusband, Esq.

CORRESP
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Carter
Ledyard & Milburn llp

Counselors
at Law

    Steven
                                         J. Glusband

        Partner

        ●

        Direct
        Dial: 212-238-8605

        E-mail:
        glusband@clm.com

    2
        Wall Street

        New
        York, NY 10005-2072

        ●

        Tel
        (212) 732-3200

        Fax
        (212) 732-3232

    570
        Lexington Avenue

        New
        York, NY 10022-6856

        (212)
        371-2720

June 30,
2020

By
Email

Ameen
Hamady, Esq.

Division
of Corporation Finance

Office
of Life Sciences

United
States Securities and Exchange Commission

Washington,
D.C. 20549

 Re: PainReform
                                         Ltd.

Registration
Statement on Form F-l

Dear
Mr. Hamady:

Set
forth below are the responses of PainReform Ltd. (the “Company”) to the comments of the staff of the Securities and
Exchange Commission (the “Staff”) regarding its Draft Registration Statement on Form F-1 that was submitted on June
2, 2020. Concurrently with this letter, the Company is publicly submitting the Company’s Registration Statement.

We
have repeated the Staff’s comment in italics and set forth our responses in plain type below the comment.

Draft
Registration Statement on Form F-1 submitted June 2, 2020

Prospectus
Summary

Overview,
page 1

1.       We
note your response to comment 1, which we reissue in part. Your disclosure continues to state your conclusion that your proprietary
extended release drug-delivery system prolongs the in vivo activity of active pharmaceutical ingredients, thus increasing the
therapeutic window for patient treatment. You may summarize or describe data from clinical trials without drawing conclusions
with respect to efficacy. You may also describe what your product candidate is designed to do. Please revise this statement to
remove your conclusion.

We
have revised the disclosure in response to the Staff’s comment.

Please
also remove all statements that imply that your product has been or will be found to be safe. As illustrative examples, we note
the following:

 ● PRF-110
                                         was well tolerated and demonstrated an excellent safety profile. (page 54)

 ● We
                                         have amassed an extensive safety toxicology portfolio for PRF-110... (page 54).

We
have revised the disclosure in response to the Staff’s comments.

We
have been informed by the underwriters that they do not intend to “test the waters” in connection with this offering.

Please
feel free to contact me at 212-238-8605 or Guy Ben-Ami at 212-238-8658 if you have questions regarding the responses or the accompanying
amendment.

    Very
    truly yours,

    /s/ Steven J.
    Glusband

    Steven J. Glusband

SJG:gb

Enclosure

United States securities and exchange commission logo
June 16, 2020
Eli Hazum
Acting Chief Executive Officer
PainReform Ltd.
60C Medinat Hayehudim
Herzliya, 4676670, Israel
Re:PainReform Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted June 2, 2020
CIK No. 0001801834
Dear Mr. Hazum:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to the comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted June 2, 2020
Prospectus Summary
Overview, page 1
1.We note your response to comment 1, which we reissue in part. Your disclosure continues
to state your conclusion that your proprietary extended release drug-delivery system
prolongs the in vivo activity of active pharmaceutical ingredients, thus increasing the
therapeutic window for patient treatment. You may summarize or describe data from
clinical trials without drawing conclusions with respect to efficacy. You may also describe
what your product candidate is designed to do. Please revise this statement to remove
your conclusion.

 FirstName LastNameEli Hazum
 Comapany NamePainReform Ltd.
 June 16, 2020 Page 2
 FirstName LastName
Eli Hazum
PainReform Ltd.
June 16, 2020
Page 2
Please also remove all statements that imply that your product has been or will be found to
be safe. As illustrative examples, we note the following:

•PRF-110 was well tolerated and demonstrated an excellent safety profile. (page 54)
•We have amassed an extensive safety toxicology portfolio for PRF-110... (page 54)
            You may contact Ameen Hamady at 202-551-3891 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Glusband, Esq.

United States securities and exchange commission logo
May 22, 2020
Eli Hazum
Acting Chief Executive Officer
PainReform Ltd.
60C Medinat Hayehudim
Herzliya, 4676670, Israel
Re:PainReform Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted May 12, 2020
CIK No. 0001801834
Dear Mr. Hazum:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted May 12, 2020
Prospectus Summary
Overview, page 1
1.We note your response to comment 1, which we reissue. Your disclosure continues to
state your conclusion that your proprietary extended release drug-delivery system
prolongs the in vivo activity of active pharmaceutical ingredients, thus increasing the
therapeutic window for patient treatment. You may replace this statement with a
description of clinical trials and the resulting data without drawing conclusions with
respect to efficacy. Similarly, we note your response to comment 2, which we reissue.
Although you may be permitted by a regulator to conduct clinical trials, statements
indicating safety or efficacy are premature and inappropriate because these determinations

 FirstName LastNameEli Hazum
 Comapany NamePainReform Ltd.
 May 22, 2020 Page 2
 FirstName LastNameEli Hazum
PainReform Ltd.
May 22, 2020
Page 2
are assessed by applicable regulators during all phases of clinical trials and you have not
secured marketing approval. Please revise your document to remove all statements that
indicate or imply that your product candidates are safe or effective, including preliminary
indications of safety or efficacy. As a non-exhaustive list of illustrative examples only, we
note the following:

•PRF-110's physical characteristics and composition are key to its safety, efficacy and
ease of use.
•We have amassed an extensive safety toxicology portfolio for PRF-110,
demonstrating its tolerability and safety in both healthy controls and in surgical
patients.
•Based on the extensive safety studies and the positive Phase 2, results, the FDA has
granted our company and IND for PRF-110 and approved the initiation of Phase 3
trials for post-operative pain.
•No safety issues were raised, and PRF-110 showed a superior performance when
administered to nonoperated sites when compared to either a placebo or ropivacaine
alone.
•PRF-110 was well tolerated and demonstrated an excellent safety profile.

Additionally, with reference to your disclosure that in a Phase 1 study, PRF-110 showed a
superior performance when administered to non-operated sites when compared to either a
placebo or ropivacaine, please revise your disclosure to explain what you mean by "non-
operated" sites.
Business
The Opportunity, page 52
2.We note your response to comment 9, which we reissue in part. Your disclosure indicating
the number of annual deaths from drug overdose does not appear to be material to an
investor's understanding of your business. Please delete this statement. We will not object
to disclosure that discusses your potential addressable market.
Intellectual Property, page 56
3.Please also provide the expiry dates for your issued patents.

 FirstName LastNameEli Hazum
 Comapany NamePainReform Ltd.
 May 22, 2020 Page 3
 FirstName LastName
Eli Hazum
PainReform Ltd.
May 22, 2020
Page 3
            You may contact Ameen Hamady at 202-551-3891 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Glusband, Esq.

February 28, 2020
Eli Hazum
Acting Chief Executive Officer
PainReform Ltd.
60C Medinat Hayehudim
Herzliya, 4676670, Israel
Re:PainReform Ltd.
Draft Registration Statement on Form F-1
Submitted February 3, 2020
CIK No. 0001801834
Dear Mr. Hazum:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted on February 3, 2020
Prospectus Summary
Overview, page 1
1.We note your disclosure that your proprietary extended release drug-delivery system
prolongs the in vivo activity of active pharmaceutical ingredients, thus increasing the
therapeutic window for patient treatment. Given that you have not yet achieved
commercialization of your sole product candidate, it is premature and inappropriate to
state your conclusion that your drug-delivery system achieves the intended benefit. Please
revise your disclosure to remove this conclusion. Similarly, we note your disclosure that
in a Phase 2 clinical study in hernia repair, PRF-110 provided substantial pain reduction
for up to 72 hours. Please briefly explain how “substantial” pain reduction was determined

 FirstName LastNameEli Hazum
 Comapany NamePainReform Ltd.
 February 28, 2020 Page 2
 FirstName LastNameEli Hazum
PainReform Ltd.
February 28, 2020
Page 2
and place this selected disclosure in its full and proper context with reference to the
limited number of subjects in the referenced study. Please also expand your disclosure to
identify the “other studies” referenced.
Our Strengths, page 2
2.We note your reference to the safety and efficacy of PRF-110 as a competitive strength.
As safety and efficacy determinations are solely within the authority of the U.S. Food and
Drug Administration (FDA) and comparable regulatory bodies, please revise to eliminate
the implication that your candidate is likely to be found to be safe or effective for the
therapeutic indication you are pursuing.  Please revise throughout your prospectus.  As a
non-exhaustive list of examples only, we note the following statements:

•PRF-110’s physical characteristics and composition are key to its safety, efficacy and
ease of use.
•You have amassed an extensive safety toxicology portfolio for PRF-110,
demonstrating its tolerability and safety in both healthy controls and in surgical
patients.
•Based on extensive safety studies and the positive Phase 2 results, the FDA granted
an investigational new drug application (IND) for PRF-110 and approved the
initiation of Phase 3 trials for the treatment of post-operative pain.

3.Please provide the basis for your claim that you are "a market leader in research and
innovation" within your industry. Alternatively, please remove this disclosure.

4.Please expand your disclosure to discuss the Phase 2 trials conducted regarding PRF-110.
Please disclose the number of trials conducted; the number of patients, the established
endpoints; whether the trials were powered to determine statistical significance; and
whether any serious adverse events occurred.  Please provide similar disclosure with
respect to PRF-110's Phase 1 trials.
5.We note your disclosure on page 3 that your Phase 2 clinical trial was conducted in 15
patients who underwent hernia repair. Please revise your disclosure to state the surgical
indication that will be the subject of the Phase 3 clinical trials and if true, that you plan to
initially commercialize PRF-110 for hernia repair surgeries. We note also your disclosure
that you intend to conduct post-approval trials in a number of additional surgical
indications. Please expand your disclosure to discuss the timing, funding and related
regulatory requirements with respect to such post-approval trials as these relate to your
business. Please also explain the basis for your disclosure that your drug-delivery system
may be used for administering antibiotics and chemotherapeutics.

 FirstName LastNameEli Hazum
 Comapany NamePainReform Ltd.
 February 28, 2020 Page 3
 FirstName LastNameEli Hazum
PainReform Ltd.
February 28, 2020
Page 3
Use of Proceeds, page 36
6.Please revise to disclose whether the net proceeds of the offering will be sufficient to fund
the clinical trials and regulatory approval from the FDA for PRF-110. If a material amount
of other funds is necessary, please revise to state the amount necessary and sources of
such other funds.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 46
7.Please revise the disclosure to disaggregate research and development expenses by nature
or type of expense for each period presented.
Business
The Opportunity , page 51
8.Please expand your disclosure to briefly explain why 40 to 45 million surgical procedures
out of 70 million would be eligible for treatment with your product candidate.

9.Your prospectus should provide a balanced and factual presentation of your business.
Given your limited clinical data to date, it does not appear appropriate to present your
business as having the potential to impact the opioid epidemic. Please revise your
disclosure accordingly.

Intellectual Property, page 55
10.Please expand your disclosure provide the type of patent protection (composition of
matter, use or process), expiry dates and relevant jurisdiction for each foreign patent and
patent application.
General
11.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastNameEli Hazum
 Comapany NamePainReform Ltd.
 February 28, 2020 Page 4
 FirstName LastName
Eli Hazum
PainReform Ltd.
February 28, 2020
Page 4
            You may contact Ameen Hamady at 202-551-3891 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters.  Please
contact William Mastrianna at 202-551-3778  or Christine Westbrook at 202-551-5019 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Glusband, Esq.